Contract analysis

I. PURPOSE AND LEGAL OBLIGATION This memorandum constitutes a formal litigation hold notice requiring the immediate preservation of all documents, electronically stored information ("ESI"), and tangible materials potentially relevant to the pending litigation and ongoing consent-decree negotiations referenced above. The preservation obligations described in this memorandum apply to TMC, all of the U.S. subsidiaries i

1. Torchlight Mining Corp. — the Canadian parent entity

2. Torchlight Mining (U.S.) Inc. (EIN: 83-2047156) — U.S. holding company and primary U.S. operating subsidiary

3. Torchlight Specialty Chemicals, Inc. (EIN: 47-3819204) — operator of chemical manufacturing facilities

4. Ridgecrest Mine Holdings, LLC (MT Secretary of State ID: E1042738) — entity holding the Ridgecrest Copper-Molybdenum Mine

5. Bonanza Creek Mining, LLC (NV Secretary of State Entity No.: E0518294731) — entity operating the Bonanza Creek Gold Mine Throughout this memorandum, references to "TMC" shall include each of the foregoing entities unless the context clearly indicates otherwise.

II. SCOPE OF THE MATTER The following section provides an overview of the parties, sites, regulatory history, and statutes at issue in this matter. This overview is provided for context and to assist custodians in understanding the breadth of potentially relevant materials. Custodians should err on the side of over-inclusion when evaluating whether materials may fall within the scope of this hold. A. Parties Plaintif

1. Ridgecrest Copper-Molybdenum Mine Location: 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832 Acreage: Approximately 3,200 acres (mine footprint); approximately 8,700 acres (total property) Operations: Open-pit copper-molybdenum mine; operational from 1978 through 2019; currently in closure and reclamation phase Regulatory Status: Proposed for listing on the National Priorities List ("NPL"). Subj

2. Gallatin Chemical Works Location: 8800 Industrial Park Lane, Belgrade, Gallatin County, Montana 59714 Acreage: Approximately 145 acres Operations: Specialty chemical manufacturing, including production of flotation reagents, sodium xanthate, and dithiophosphate collectors. Operational since 1993; currently active. Regulatory Status: RCRA Corrective Action facility under Permit No. MTD098712456. Three Solid Waste M

3. Bonanza Creek Gold Mine Location: County Road 447, Mile Marker 12, Lander County, Nevada 89820 Acreage: Approximately 5,600 acres (mine footprint); approximately 12,400 acres (total property) Operations: Open-pit heap-leach gold mine; operational since 2001; active mining ongoing. Alleged Violations: CWA § 301 (unpermitted discharges); RCRA § 3004 (waste management); Migratory Bird Treaty Act ("MBTA") (avian morta

4. Kanawha Bend Chemical Plant Location: 2200 Chemical Valley Road, Institute, Kanawha County, West Virginia 25112 Acreage: Approximately 78 acres Operations: Chemical manufacturing, including production of leaching agents and sulfuric acid regeneration. Operational since 1985; currently active. Regulatory Status: RCRA Corrective Action facility under Permit No. WVD048823915. Alleged Violations: RCRA §§ 3004 and 3005

III. KEY CUSTODIANS A. Identification of Key Custodians We request that Miriam Soo-Hwan Park, as General Counsel of TMC, take immediate steps to identify and notify each custodian listed below, as well as any additional individuals who may possess, maintain, or control materials potentially relevant to this matter. To the extent that Ms. Park identifies additional custodians beyond those listed below — including pers

1. Douglas K. Prennell, Chief Executive Officer, Torchlight Mining Corp. — Included as custodian due to his corporate oversight of all operations and environmental matters, including ultimate management authority over decisions relating to the four sites, regulatory strategy, and capital allocation for remediation.

2. Miriam Soo-Hwan Park, General Counsel, Torchlight Mining Corp. — Included as custodian due to her legal oversight of all regulatory correspondence, management of prior outside counsel, litigation strategy, and supervision of TMC's internal legal department.

3. Gareth Linford, Vice President, Environmental Health & Safety, Torchlight Mining Corp. — Included as custodian due to his environmental, health, and safety oversight across all four sites, including direct responsibility for regulatory compliance programs, EPA and DOJ communications, remediation planning, and the supervision of site-level EHS personnel.

4. Carolyn Bracebridge, Chief Financial Officer, Torchlight Mining Corp. — Included as custodian due to her responsibility for financial reporting, environmental reserve accounting (including ASC 450 and IAS 37 analyses), insurance claims, credit facility compliance, and environmental financial assurance obligations. Site-Level Personnel.

5. All site managers, environmental managers, and EHS staff at the Ridgecrest Copper-Molybdenum Mine, the Gallatin Chemical Works, the Bonanza Creek Gold Mine, and the Kanawha Bend Chemical Plant. TMC management is requested to provide a complete roster of such personnel to Calderwood & Harkness LLP within ten (10) business days.

6. All operations managers and production supervisors at each currently active site (Gallatin Chemical Works, Bonanza Creek Gold Mine, and Kanawha Bend Chemical Plant). These individuals are likely to possess knowledge of, and documents relating to, day-to-day operations, waste handling, discharge events, and incident reporting.

7. Mine closure and reclamation managers at the Ridgecrest Copper-Molybdenum Mine, including any personnel responsible for ongoing reclamation activities, water management, seepage monitoring, and regulatory reporting during the closure phase. External Consultants and Advisors TMC is requested to coordinate with the following third-party consultants and advisors to ensure preservation of all relevant materials in the

8. Pinnacle Creek Environmental, LLC — Contact: Dr. Astrid Bergmann, P.E., Senior Principal, 320 Willowbrook Drive, Suite 100, Bozeman, Montana 59715. Pinnacle Creek has served as TMC's primary environmental consultant and is believed to possess or control all remedial investigation and feasibility study ("RI/FS") reports, remediation designs, site assessments, environmental monitoring data, and engineering analyses

9. Northspire Capital Markets, Inc. — Contact: Vivian Okafor, Managing Director. Northspire has provided financial advisory services to TMC, including cost modeling and financial analysis related to the environmental liabilities at issue.

10. Ridgeline Accounting Partners LLP — Contact: Frances Whitmore, CPA, CA. Ridgeline serves as TMC's external auditor and is believed to possess audit workpapers related to TMC's environmental liability disclosures, including analyses prepared under ASC 450 (formerly FAS 5) and IAS 37. Prior Outside Counsel

11. Whitfield, Palmer & Goss LLP — All files, documents, ESI, work product, and communications from the prior representation of TMC and its subsidiaries in connection with this matter must be preserved in full and transitioned to Calderwood & Harkness LLP. TMC should direct Whitfield, Palmer & Goss LLP to take no action to destroy or dispose of any materials from the engagement pending completion of the file transfer

12. All correspondence, claims files, and related materials involving Meridian Environmental Insurance Company — Contact: Sheila Grantham, Claims Adjuster — regarding Pollution Legal Liability ("PLL") Policy No. MEI-ENV-2021-04738, including any reservation of rights letters, coverage demands, claim submissions, denial correspondence, and coverage opinions.

13. All correspondence, claims files, and related materials involving Clearwater Mutual Insurance, Ltd. and its servicing entity Clearwater Mutual Services, Inc. — Contact: Brendan Forsythe, Account Manager — regarding Directors and Officers Liability ("D&O") Policy No. CMI-DO-2023-10221, including any notice of claim correspondence, indemnification requests, and related communications. Banking / Financial Custodians

14. All correspondence, certifications, compliance reports, and related materials involving Harborstone National Bank, N.A. regarding the C$750.0 million syndicated revolving credit facility ("RCF"), environmental covenant compliance, environmental compliance certificates, lender notifications, and any related waivers, amendments, or discussions concerning TMC's environmental liabilities and their impact on credit fa

IV. CATEGORIES OF MATERIALS TO BE PRESERVED The following categories describe the types of materials that must be preserved under this litigation hold. These categories are intended to be broadly inclusive. When in doubt about whether a particular document or item falls within the scope of this hold, custodians must err on the side of preservation. Do not discard, delete, or destroy any material that could potentiall

1. Environmental conditions and operations. All documents, reports, memoranda, correspondence (including letters, emails, text messages, and instant messages), notes, and presentations relating to environmental conditions, contamination, waste management, discharges, releases, spills, or remediation at any of the four sites. This includes internal analyses, management reports, board presentations, and any other docum

2. Environmental permits and permitting. All environmental permits, permit applications, permit modifications, renewal applications, and related correspondence, including but not limited to MPDES permits (Montana), water pollution control permits (Nevada and West Virginia), RCRA permits (including Permit Nos. MTD098712456 and WVD048823915), mining reclamation permits, and any other federal, state, or local permits re

3. Environmental monitoring and sampling data. All internal and external environmental monitoring data, sampling results, laboratory analytical reports, chain-of-custody records, field notes, data validation reports, and quality assurance/quality control ("QA/QC") documentation for all four sites. This includes, without limitation, groundwater monitoring data, surface water monitoring data, soil and sediment sampling

4. Government correspondence and regulatory communications. All correspondence, communications, and documents received from or sent to the EPA, DOJ, MT DEQ, NV DEP, WV DEP, the Montana Attorney General's Office, the Nevada Attorney General's Office, the West Virginia Attorney General's Office, the U.S. Fish and Wildlife Service, and any other federal, state, or local regulatory agency. This includes, without limitati

5. Litigation documents. All documents related to the DOJ complaint (Civil Action No. 9:24-cv-00087-DWM), the TMC answer, the Tolling Agreement dated April 22, 2024, the court-ordered mediation before Magistrate Judge Clara Finnegan on May 15, 2024, the agreement in principle on the consent-decree framework reached on July 30, 2024, and all subsequent pleadings, motions, orders, correspondence with the Court, and com

6. Remediation and engineering documents. All remedial investigation/feasibility study ("RI/FS") documents, corrective action plans, remediation work plans, closure plans, cost estimates, and engineering studies prepared by or for TMC or any of its subsidiaries, including all reports, analyses, and deliverables prepared by Pinnacle Creek Environmental, LLC (Dr. Astrid Bergmann, P.E.). This includes draft versions as

7. Bonanza Creek heap-leach releases. All documents related to the three documented heap-leach pad releases at the Bonanza Creek Gold Mine, which occurred on March 17, 2022, August 9, 2022, and January 22, 2023, respectively. This includes incident reports, root-cause analyses, liner integrity assessments, geomembrane inspection records, repair and replacement documentation, and all communications with the NV DEP, th

8. Bonanza Creek avian mortalities. All documents related to the 17 documented avian mortalities at Bonanza Creek solution ponds between 2021 and 2023, including wildlife incident reports, MBTA compliance records, netting and deterrent system documentation, and all communications with the U.S. Fish and Wildlife Service.

9. Kanawha Bend sulfuric acid release. All documents related to the June 14, 2020 sulfuric acid release at the Kanawha Bend Chemical Plant, including incident reports, emergency response records, EPA emergency response cost documentation, internal investigation reports, root-cause analyses, corrective action documentation, and all communications with the WV DEP and the EPA regarding this incident.

10. Ridgecrest tailings seepage. All documents related to the tailings impoundment seepage at the Ridgecrest Copper-Molybdenum Mine, including seepage monitoring data, piezometer readings, Flint Creek water quality data, downgradient groundwater monitoring results, seepage interception and collection system records, and engineering assessments of impoundment integrity.

11. Gallatin permit exceedances. All documents related to the 14 MPDES permit exceedances at the Gallatin Chemical Works recorded between January 2021 and June 2024, including discharge monitoring reports ("DMRs"), exceedance notifications submitted to MT DEQ, corrective action reports, operational adjustments, and internal communications regarding the causes of and responses to each exceedance.

12. Financial records. All financial records, budgets, capital expenditure plans and authorizations, insurance policies, insurance claims, reserve analyses (including ASC 450/IAS 37 analyses), financial assurance instruments (including surety bonds, letters of credit, trust funds, and insurance policies), and cost projections related to environmental liabilities at any of the four sites. This includes all documents r

13. Board and committee materials. All minutes, agendas, presentations, information packages, and materials from meetings of the TMC board of directors, any committee thereof (including the Audit Committee, the Health, Safety and Environment Committee, and any special committee), and the boards or governing bodies of any TMC subsidiary, to the extent such materials discuss or reference environmental compliance, conta

14. Prior counsel communications. All documents reflecting or containing communications with prior outside counsel Whitfield, Palmer & Goss LLP regarding this matter or any aspect of environmental compliance, enforcement, or remediation at any of the four sites. This includes engagement letters, invoices, legal memoranda, strategy documents, correspondence, and all files maintained by TMC's internal legal department

15. Insurance coverage. All documents related to insurance coverage for environmental liabilities, including the Meridian Environmental Insurance Company PLL policy (Policy No. MEI-ENV-2021-04738), any excess or umbrella environmental liability policies, and the Clearwater Mutual Insurance D&O policy (Policy No. CMI-DO-2023-10221). This category encompasses the policies themselves, all endorsements and amendments, al

16. Credit facility compliance. All documents related to the C$750.0 million syndicated revolving credit facility with Harborstone National Bank, N.A., including the credit agreement, all amendments and waivers, environmental covenant compliance certificates, officer's certificates, lender notifications, correspondence with Harborstone National Bank or any syndicate member regarding environmental matters, and any fin

V. TEMPORAL SCOPE The temporal scope of this litigation hold is as follows: General preservation period: January 1, 1975 through the present date, and continuing until further written notice from Calderwood & Harkness LLP. The January 1, 1975 start date has been selected to encompass the period prior to the commencement of operations at the earliest of the four sites (the Ridgecrest Copper-Molybdenum Mine, which comm

VI. PRESERVATION OBLIGATIONS — SPECIFIC INSTRUCTIONS A. Immediate Actions Required The following actions must be taken immediately upon receipt of this memorandum:

1. Suspend all routine document destruction. Immediately suspend any and all automatic deletion, purging, overwriting, or destruction of documents, ESI, emails, or backup media that may contain materials within the scope of this litigation hold. This includes, without limitation, the suspension of any auto-delete policies on email systems (e.g., 90-day, 180-day, or annual purge cycles), any scheduled destruction of p

2. Notify the IT department. Direct TMC's information technology department — at both the Canadian headquarters in Toronto and the U.S. headquarters at 750 Copper Ridge Boulevard, Suite 200, Helena, Montana 59601 — to take the following immediate steps: (a) Suspend all data destruction schedules, automated purges, and storage rotation protocols that could affect materials within the scope of this hold. (b) Implement

3. Notify site personnel. Ensure that all site-level custodians at the Ridgecrest Copper-Molybdenum Mine, the Gallatin Chemical Works, the Bonanza Creek Gold Mine, and the Kanawha Bend Chemical Plant are notified of this litigation hold and receive a complete copy of this memorandum within five (5) business days of the date hereof — i.e., by October 30, 2024. Site managers at each location should be directed to circu

4. Preserve backup media. Ensure that all backup tapes, disaster recovery media, and legacy archives are not overwritten, recycled, degaussed, or otherwise rendered inaccessible. If any backup media rotation or recycling is scheduled to occur before the IT department can implement the technical hold, such rotation or recycling must be suspended immediately.

5. Personal devices. Instruct all custodians to preserve any and all relevant materials on their personal devices (including personal mobile phones, tablets, laptops, and home computers) if such devices have been used for business purposes at any time during the relevant period. Custodians should take immediate steps to ensure that relevant text messages, emails, photographs, documents, and other files stored on pers

6. Third-party coordination. Issue corresponding preservation notices to the following third-party consultants and advisors, to the extent that TMC's agreements with these parties permit or require such coordination: • Pinnacle Creek Environmental, LLC (Dr. Astrid Bergmann, P.E.) • Northspire Capital Markets, Inc. (Vivian Okafor) • Ridgeline Accounting Partners LLP (Frances Whitmore, CPA, CA) Before issuing any prese

1. No destruction or alteration. No relevant documents or ESI may be deleted, destroyed, altered, overwritten, discarded, or otherwise disposed of without prior written approval from Calderwood & Harkness LLP. This prohibition applies regardless of the format of the material (paper, electronic, photographic, or otherwise) and regardless of the storage medium (server, local drive, cloud storage, mobile device, removab

2. Preserve in original format. Custodians must preserve all materials in their original format, including native electronic format and all associated metadata. Documents should not be converted from native format (e.g., from Excel to PDF, from Word to PDF) unless a true copy in the original native format is also retained. Hard-copy documents should not be discarded after scanning unless the scanning process produces

3. Departing employees. If any custodian identified in this memorandum — or any employee who may possess relevant materials — separates from employment with TMC or any of its subsidiaries (whether through resignation, termination, retirement, or otherwise), the departing employee's files, devices, email accounts, network storage areas, and cloud accounts must be preserved in full before or upon the employee's departu

4. Newly identified custodians and materials. If any custodian or TMC personnel becomes aware of additional individuals who may possess relevant materials, or of additional categories or locations of potentially relevant materials not previously identified, they must promptly report such information to Miriam Soo-Hwan Park, General Counsel, who will in turn notify Calderwood & Harkness LLP.

VII. ACKNOWLEDGMENT AND COMPLIANCE Each custodian identified in this memorandum must sign and return the Custodian Acknowledgment Form attached hereto as Attachment A within ten (10) business days of receipt of this memorandum. The Acknowledgment Form requires each custodian to confirm the following: (a) Receipt and understanding of this litigation hold notice and the preservation obligations described herein; (b) A

VIII. CONTACT INFORMATION For questions regarding this litigation hold, the scope of the preservation obligations, or the identification and handling of potentially relevant materials, custodians should contact one of the following individuals: Miriam Soo-Hwan Park General Counsel, Torchlight Mining Corp. 1800 Bayfield Tower, 401 Bay Street Toronto, Ontario M5H 2Y4, Canada Telephone: (416) 362-4500 Email: mspark@torc

IX. CONSEQUENCES OF NON-COMPLIANCE TMC and each of its subsidiaries have a legal obligation to preserve evidence in connection with pending and reasonably anticipated litigation. This obligation is imposed by the Federal Rules of Civil Procedure, applicable case law, the Court's standing orders, and common law. It is not discretionary. Failure to comply with this litigation hold may result in severe consequences, inc

X. DURATION OF HOLD This litigation hold remains in effect until Calderwood & Harkness LLP issues a written release expressly terminating the hold. No custodian, department, or TMC officer should assume or infer that the hold has been lifted based upon the passage of time, the entry of a consent decree, the conclusion of settlement negotiations, or any other event. The hold will not be lifted without affirmative writ