Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Business Day" means any day other than a Saturday, Sunday, or any day on which nationally chartered banks in the United States are authorized or required by law or executive order to be closed (a "federal banking holiday"). "Consent Decree" means the Consent Decree entered (or to be entered) in Civil A

Section 1.2 — Construction The following rules of construction shall apply to this Agreement: (a) The headings and titles of Articles and Sections in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof. (b) References to any federal or state statute or regulation shall be deemed to include all amendments, successor statutes, and successo

ARTICLE II — ESTABLISHMENT OF ESCROW ACCOUNT

Section 2.1 — Opening of Escrow Account Within five (5) Business Days following the Effective Date of the Consent Decree, the Escrow Agent shall establish and maintain a segregated escrow account at Larchfield Trust Company, N.A., which shall be titled: "Torchlight Mining Corp. — Stipulated Penalty Escrow Account, Civil Action No. 9:24-cv-00087-DWM" The Escrow Account shall be an interest-bearing account, and the Esc

Section 2.2 — Segregation of Funds The Escrow Funds shall at all times be held separate and apart from all other funds and assets of the Escrow Agent, the Depositor, the Government, or any other person or entity. Without limiting the foregoing: (a) The Escrow Funds shall not be commingled with any other funds held by the Escrow Agent, whether in its individual capacity or in any fiduciary capacity, including, without

Section 2.3 — Tax Identification For all tax reporting purposes in connection with the Escrow Account, including the filing of Internal Revenue Service Forms 1099, the Escrow Agent shall use the employer identification number of Torchlight Mining (U.S.) Inc. (EIN 83-2047156), unless the Government directs otherwise in writing. The Depositor shall be responsible for all federal, state, and local tax obligations arisin

Section 3.1 — Deposits Upon Demand Upon receipt of a Demand Notice from the Government, the Depositor shall deposit the Deposit Amount specified therein into the Escrow Account within ten (10) Business Days following the date of such Demand Notice. Each Demand Notice shall specify: (a) the nature of the violation or violations giving rise to the stipulated penalty assessment; (b) the applicable stipulated penalty rat

Section 3.2 — Deposits Pending Dispute Resolution If the Depositor contests the Government's assessment of stipulated penalties as set forth in a Demand Notice, the Depositor shall nonetheless deposit the full Deposit Amount specified in the Demand Notice into the Escrow Account within ten (10) Business Days following the date of such Demand Notice, pending resolution of the dispute through the dispute resolution mec

Section 3.3 — Method of Deposit All deposits into the Escrow Account shall be made by wire transfer of immediately available United States dollar funds to the Escrow Account, using the wire transfer instructions set forth in Exhibit D hereto or as otherwise communicated by the Escrow Agent in writing from time to time. The Depositor shall include in the wire transfer reference line the following information: "TMC Sti

Section 3.4 — Confirmation of Deposits The Escrow Agent shall confirm receipt of each deposit into the Escrow Account in writing (which may include electronic communication via email) to both the Depositor and the Government within two (2) Business Days following receipt of such deposit. Each confirmation shall include: (a) the date of receipt of the deposit; (b) the amount received; and (c) the running balance of th

ARTICLE IV — INVESTMENT OF ESCROW FUNDS

Section 4.1 — Permitted Investments The Escrow Funds shall be invested solely in the following categories of investments (collectively, "Permitted Investments"): (a) direct obligations of the United States of America (including United States Treasury bills, notes, and bonds); (b) obligations the principal and interest of which are unconditionally guaranteed by the United States of America; (c) certificates of deposit

Section 4.2 — Investment Direction In the absence of written investment instructions jointly provided by the Depositor and the Government, the Escrow Agent shall invest the Escrow Funds in a government money market fund that qualifies as a Permitted Investment under Section 4.1(d) above. The Depositor and the Government acknowledge that the Escrow Agent or its affiliates may receive fees or other compensation in conn

Section 4.3 — Earnings All interest and investment earnings accruing on the Escrow Funds shall be credited to and become part of the Escrow Funds. Such earnings shall be reinvested in Permitted Investments in accordance with Section 4.1 and Section 4.2 above. Upon the disbursement of Escrow Funds, the allocation of earnings as between the Government and the Depositor shall be determined in accordance with the applica

Section 5.1 — Disbursement to the United States Upon receipt of a Joint Instruction or a final, non-appealable order of the Court (a "Court Order") directing payment of Escrow Funds to the United States, the Escrow Agent shall disburse the amount specified therein from the Escrow Account to the United States by wire transfer of immediately available funds to the account designated by the U.S. Department of Justice in

Section 5.2 — Disbursement to the Depositor (Return of Contested Amounts) If the dispute resolution process under the Consent Decree results in a final determination (whether by agreement of the Depositor and the Government, by formal EPA decision not subject to further review, or by Court Order) that the Depositor does not owe all or a portion of a contested stipulated penalty amount previously deposited into the Es

Section 5.3 — Partial Disbursements Where a dispute is resolved as to only a portion of the Deposit Amount associated with a particular Demand Notice, the Escrow Agent shall disburse the resolved portion in accordance with the Joint Instruction or Court Order directing such disbursement (whether to the Government or to the Depositor, as applicable), and the remainder of the contested Deposit Amount shall continue to

Section 5.4 — No Disbursement Without Proper Authorization The Escrow Agent shall make no disbursement from the Escrow Account except upon receipt of a Joint Instruction or a Court Order in accordance with this Agreement. The Escrow Agent shall have no obligation or authority to disburse Escrow Funds based solely on a unilateral instruction from either the Depositor or the Government. In the event of conflicting inst

Section 5.5 — Allocation Among Sites Where stipulated penalties assessed in a Demand Notice relate to violations at more than one Site, the Demand Notice shall specify the allocation of the Deposit Amount among the applicable Sites (Ridgecrest, Gallatin, Bonanza Creek, and/or Kanawha Bend). Similarly, each Disbursement Instruction shall specify the allocation of disbursement amounts among the Sites to the extent appl

ARTICLE VI — ESCROW AGENT DUTIES AND PROTECTIONS

Section 6.1 — Standard of Care The Escrow Agent shall perform its duties under this Agreement with the care, skill, and diligence that a reasonably prudent corporate trustee would exercise in the administration of escrow arrangements of a similar nature and scope. Notwithstanding the foregoing, the Escrow Agent shall be a stakeholder only with respect to the Escrow Funds and shall have no duty to investigate or deter

Section 6.2 — Reliance on Documents The Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, certificate, demand, request, consent, receipt, or other document believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or persons, and the Escrow Agent shall have no duty to make any inv

Section 6.3 — No Obligation to Institute Proceedings The Escrow Agent shall not be required to institute or defend any legal or administrative proceedings in connection with this Agreement, the Consent Decree, or the Escrow Funds, unless the Escrow Agent has been indemnified to its reasonable satisfaction against the costs and expenses (including reasonable attorneys' fees) of such proceedings. Nothing in this Sectio

Section 6.4 — Resignation The Escrow Agent may resign from its duties and obligations under this Agreement by giving not less than sixty (60) days' prior written notice to the Depositor and the Government. Such resignation shall become effective upon the appointment of a successor escrow agent by Joint Instruction of the Depositor and the Government and the transfer of the Escrow Funds to such successor escrow agent.

Section 6.5 — Removal The Escrow Agent may be removed by Joint Instruction of the Depositor and the Government, with or without cause, upon not less than thirty (30) days' prior written notice to the Escrow Agent. Upon removal, the same succession procedures set forth in Section 6.4 shall apply. The removed Escrow Agent shall cooperate reasonably with the successor escrow agent in effecting the transfer of the Escrow

Section 6.6 — Limitation of Liability The Escrow Agent shall not be liable for any act or omission taken in good faith and in accordance with this Agreement, except to the extent that such act or omission constitutes the Escrow Agent's own gross negligence, willful misconduct, or bad faith. Without limiting the generality of the foregoing: (a) The Escrow Agent shall have no responsibility for the adequacy or sufficie

ARTICLE VII — COMPENSATION AND EXPENSES OF ESCROW AGENT

Section 7.1 — Fees The Depositor shall pay the Escrow Agent fees for its services under this Agreement in accordance with the fee schedule attached hereto as Exhibit A and incorporated herein by reference. Such fees shall be payable quarterly in arrears, within thirty (30) days following the Escrow Agent's delivery of an invoice to the Depositor. The fee schedule may be amended from time to time by written agreement

Section 7.2 — Expenses The Depositor shall reimburse the Escrow Agent for all reasonable out-of-pocket expenses incurred by the Escrow Agent in the performance of its duties under this Agreement, including, without limitation: (a) reasonable legal fees and expenses of outside counsel retained by the Escrow Agent in connection with any interpleader action or other legal proceedings arising under this Agreement; (b) wi

Section 7.3 — Source of Payment All fees and expenses payable to the Escrow Agent under this Article VII shall be paid by the Depositor directly and shall not be charged against, deducted from, or set off against the Escrow Funds. Notwithstanding the foregoing, if the Depositor fails to pay any invoice for fees or expenses within thirty (30) days following the date of such invoice, the Escrow Agent may, upon fifteen

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Depositor's Indemnification of Escrow Agent The Depositor shall indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, and agents from and against any and all claims, demands, actions, suits, judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or in connection with this Agreement or th

Section 8.2 — Survival The indemnification obligations of the Depositor under this Article VIII shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent, and shall continue in full force and effect with respect to any claims or losses arising out of events occurring during the term of this Agreement, regardless of when such claims are asserted or such losses are incurred.

ARTICLE IX — AUTHORIZED REPRESENTATIVES

Section 9.1 — Depositor's Authorized Representatives The following individuals are authorized to execute and deliver Demand Notices, Joint Instructions, Disbursement Instructions, investment instructions, and all other notices and communications on behalf of the Depositor under this Agreement: (a) Miriam Soo-Hwan Park, General Counsel, Torchlight Mining Corp., 750 Copper Ridge Boulevard, Suite 200, Helena, Montana 59

Section 9.2 — Government's Authorized Representatives The following individuals are authorized to execute and deliver Demand Notices, Joint Instructions, Disbursement Instructions, and all other notices and communications on behalf of the Government under this Agreement: (a) Philip Orenstein, Trial Attorney, Environmental Enforcement Section, Environment and Natural Resources Division, U.S. Department of Justice, P.O

Section 9.3 — Escrow Agent's Authorized Representatives The following individual is authorized to execute and deliver confirmations, account statements, and all other notices and communications on behalf of the Escrow Agent under this Agreement: David Henshaw, Trust Officer, Larchfield Trust Company, N.A., 200 South Tryon Street, Suite 1100, Charlotte, North Carolina 28202; telephone: (704) 555-4100; email: dhenshaw@

Section 9.4 — Changes in Authorized Representatives Any Party may change its authorized representative(s) by delivering written notice to the other Parties in accordance with Article X, specifying the name, title, address, telephone number, and email address of the new authorized representative(s). Such change shall be effective upon receipt of the written notice by all other Parties. No change in an authorized repre

Section 10.1 — Method of Notice All notices, instructions, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by one or more of the following methods: (a) personal delivery; (b) nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.); (c) certified United S

Section 10.2 — Notice Addresses Notices shall be delivered to the following addresses (or to such other addresses as a Party may designate by written notice in accordance with this Section): If to the Depositor: Torchlight Mining Corp. Attn: Miriam Soo-Hwan Park, General Counsel 750 Copper Ridge Boulevard, Suite 200 Helena, Montana 59601 Telephone: (406) 555-3200 Email: mspark@torchlightmining.com With a copy (which

ARTICLE XI — TERM AND TERMINATION

Section 11.1 — Effective Date This Agreement shall become effective upon the Effective Date of the Consent Decree (anticipated to be June 14, 2025). Prior to the Effective Date, the Parties shall have no rights or obligations under this Agreement other than the obligation of the Escrow Agent to establish the Escrow Account in accordance with Section 2.1 (which obligation shall arise upon the Effective Date) and the P

Section 11.2 — Termination This Agreement shall terminate upon the earliest to occur of the following events: (a) the disbursement of all Escrow Funds in accordance with this Agreement, such that the balance of the Escrow Account is zero dollars ($0.00); (b) the termination of the Consent Decree as to all four Sites, which shall occur upon: (i) certification of completion of all remedial construction at each Site by

Section 11.3 — Survival The provisions of Article VI (Escrow Agent Duties and Protections), Article VII (Compensation and Expenses of Escrow Agent), and Article VIII (Indemnification) shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent, and shall continue in full force and effect with respect to matters arising during the term of this Agreement.

ARTICLE XII — RELATIONSHIP TO CONSENT DECREE AND OTHER AGREEMENTS

Section 12.1 — Incorporation of Consent Decree Terms This Agreement is entered into pursuant to and is subject to the terms and conditions of the Consent Decree in Civil Action No. 9:24-cv-00087-DWM. The provisions of this Agreement are intended to implement and facilitate the stipulated penalty escrow mechanism required by the Consent Decree. In the event of any conflict or inconsistency between the terms of this Ag

Section 12.2 — Distinction from Remediation Trust Agreement This Escrow Agreement is separate and distinct from the Remediation Trust Agreement (Trust No. LTC-REM-2025-1177) between Torchlight Mining Corp. and Larchfield Trust Company, N.A. (as trustee), dated February 17, 2025, which establishes an eighty million dollar ($80,000,000) remediation trust fund for environmental remediation obligations at the Sites as re

Section 12.3 — Distinction from Surety Bond This Escrow Agreement is separate and distinct from the surety bond (Bond No. ISA-ENV-2025-08934) issued by Ironbark Surety of America, Inc. in the penal amount of one hundred sixty-five million dollars ($165,000,000) in favor of the United States and the States of Montana, Nevada, and West Virginia as obligees, as required by the financial assurance provisions of the Conse

ARTICLE XIII — GENERAL PROVISIONS

Section 13.1 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the United States of America. To the extent that federal law does not supply a rule of decision, this Agreement shall be governed by and construed in accordance with the laws of the State of Montana, without regard to its conflict-of-laws principles, consistent with the jurisdiction of the Court in Civil Acti

Section 13.2 — Jurisdiction and Venue The Parties irrevocably consent to the exclusive jurisdiction and venue of the United States District Court for the District of Montana, Missoula Division, for any action, suit, or proceeding arising out of or relating to this Agreement. Each Party waives any objection it may have to the laying of venue in such court and any claim that any such action, suit, or proceeding has bee

Section 13.3 — Entire Agreement This Agreement, together with the Consent Decree and the exhibits attached hereto (Exhibits A, B, C, and D), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings relating to such subject matter.

Section 13.4 — Amendments This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by all Parties hereto. To the extent that any amendment requires Court approval under the terms of the Consent Decree, such amendment shall not be effective until such Court approval has been obtained.

Section 13.5 — Waiver No waiver of any provision of this Agreement, or consent to any departure from the terms hereof, shall be effective unless in writing and signed by the Party granting such waiver or consent. No single or partial exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver of a breach of any provision of thi

Section 13.6 — Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties, except that the Government's rights under this Agreement may be assigned to any successor federal agency or department wi

Section 13.7 — Severability If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such holding shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect. In such event, the Parties shall negotiate in good faith to replace the invalid, illegal, or unenforceab