Contract analysis

ARTICLE I — DEFINITIONS As used in this Trust Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Consent Decree.

Section 1.1 "Beneficiary" means the United States Environmental Protection Agency, acting on behalf of the United States of America, in its capacity as the designated beneficiary of the Trust Fund established pursuant to this Agreement.

Section 1.2 "Bonanza Creek Mine" means the Bonanza Creek Gold Mine, located at County Road 447, Mile Marker 12, Lander County, Nevada 89820, as more particularly described in Exhibit A attached hereto.

Section 1.3 "Business Day" means any day other than a Saturday, Sunday, or day on which national banking associations in the State of North Carolina or the State of Montana are authorized or required by law to be closed.

Section 1.4 "CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), and all regulations promulgated thereunder.

Section 1.5 "Consent Decree" means the consent decree entered or to be entered in Civil Action No. 9:24-cv-00087-DWM in the United States District Court for the District of Montana, Missoula Division, as the same may be amended or modified from time to time by order of the Court.

Section 1.6 "Court" means the United States District Court for the District of Montana, Missoula Division, or any successor court having jurisdiction over Civil Action No. 9:24-cv-00087-DWM.

Section 1.7 "CWA" means the Clean Water Act, 33 U.S.C. §§ 1251 et seq., and all regulations promulgated thereunder.

Section 1.8 "Effective Date" has the meaning ascribed to such term in the Consent Decree. The Effective Date is anticipated to be June 14, 2025, being thirty (30) days after the anticipated entry date of the Consent Decree on May 15, 2025, subject to such adjustments as may result from the public comment period or Court scheduling.

Section 1.9 "EPA" means the United States Environmental Protection Agency and its successors.

Section 1.10 "EPA Project Coordinators" means (a) Dr. Samuel Tesfaye, EPA Region 8, with respect to the Ridgecrest Copper-Molybdenum Mine and Gallatin Chemical Works; and (b) Jennifer Whitfield, EPA Region 9, with respect to the Bonanza Creek Gold Mine; or in each case, their respective designees as communicated in writing to the Trustee and Grantor. The EPA Project Coordinator for the Kanawha Bend Chemical Plant sha

Section 1.11 "Facilities" or "Sites" means, collectively, the Ridgecrest Copper-Molybdenum Mine, the Gallatin Chemical Works, the Bonanza Creek Gold Mine, and the Kanawha Bend Chemical Plant, each as more particularly described in Exhibit A attached hereto, and "Facility" or "Site" means any one of them individually.

Section 1.12 "Fiscal Year" means the calendar year, or such other fiscal year as the Trustee may adopt for the Trust Fund for tax reporting purposes, with the consent of Grantor and EPA.

Section 1.13 "Fund" or "Trust Fund" means the Torchlight Mining Corp. Environmental Remediation Trust Fund established pursuant to Section 2.1 of this Agreement, including all deposits, investment income, and other assets held by the Trustee pursuant to this Agreement.

Section 1.14 "Gallatin Chemical Works" means the Gallatin Chemical Works facility, located at 8800 Industrial Park Lane, Belgrade, Gallatin County, Montana 59714, as more particularly described in Exhibit A attached hereto.

Section 1.15 "Grantor" means Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act, and its successors and assigns, as the context may require.

Section 1.16 "Independent Monitor" means Verdant Analytics, Inc., the court-appointed independent environmental auditor under the Consent Decree, or any successor monitor appointed by the Court in accordance with the provisions of the Consent Decree.

Section 1.17 "Initial Deposit" means the sum of Eighty Million Dollars ($80,000,000.00) to be deposited by Grantor into the Trust Fund in accordance with Section 3.1 of this Agreement.

Section 1.18 "IRC" means the Internal Revenue Code of 1986, as amended, and all regulations promulgated thereunder.

Section 1.19 "Kanawha Bend Chemical Plant" means the Kanawha Bend Chemical Plant facility, located at 2200 Chemical Valley Road, Institute, Kanawha County, West Virginia 25112, as more particularly described in Exhibit A attached hereto.

Section 1.20 "Lead EPA Case Attorney" means Margaret Coulson, Office of Enforcement and Compliance Assurance ("OECA"), United States Environmental Protection Agency, or her designee as communicated in writing to the Trustee and Grantor.

Section 1.21 "OCC" means the Office of the Comptroller of the Currency.

Section 1.22 "Permitted Investments" means those investments authorized under Section 6.2 of this Agreement.

Section 1.23 "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority, or other entity.

Section 1.24 "RCRA" means the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as amended, and all regulations promulgated thereunder, including without limitation 40 C.F.R. Parts 264 and 265.

Section 1.25 "Remediation Consultant" means Pinnacle Creek Environmental, LLC, or any successor environmental consultant retained by Grantor and approved in writing by EPA to perform remediation activities at one or more of the Facilities.

Section 1.26 "Remediation Costs" means all costs, expenses, and obligations incurred or to be incurred in connection with remedial actions, corrective actions, removal actions, response actions, long-term monitoring, operation and maintenance, institutional controls, engineering controls, and any and all related activities at the Facilities as required by or consistent with the Consent Decree, including without limit

Section 1.27 "Ridgecrest Mine" means the Ridgecrest Copper-Molybdenum Mine, located at 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832, as more particularly described in Exhibit A attached hereto.

Section 1.28 "Surety Bond" means the environmental surety bond in the amount of One Hundred Sixty-Five Million Dollars ($165,000,000.00) issued by Ironbark Surety of America, Inc., Bond No. ISA-ENV-2025-08934, in favor of EPA, as the same may be amended, supplemented, or replaced from time to time.

Section 1.29 "Trust Agreement" means this Remediation Trust Agreement, including all Exhibits attached hereto, as the same may be amended from time to time in accordance with Article XII.

Section 1.30 "Trust Agreement Number" means LTC-REM-2025-1177, the reference number assigned to this Trust Agreement by the Trustee.

Section 1.31 "Trustee" means Larchfield Trust Company, N.A., a national banking association, or any successor trustee appointed in accordance with Article XI of this Agreement.

Section 1.32 "Trust Officer" means David Henshaw, or his designated successor at Larchfield Trust Company, N.A., who shall serve as the primary point of contact for day-to-day administration of the Trust Fund.

Section 1.33 "U.S. dollars" or "$" means the lawful currency of the United States of America.

ARTICLE II — ESTABLISHMENT OF TRUST

Section 2.1 — Creation of Trust Grantor hereby establishes, and the Trustee hereby accepts, an irrevocable trust fund, which shall be designated the "Torchlight Mining Corp. Environmental Remediation Trust Fund," Trust Agreement No. LTC-REM-2025-1177 (the "Trust Fund" or "Fund"). The Trust Fund is created for the sole and exclusive purpose of providing financial assurance for Grantor's environmental remediation oblig

Section 2.2 — Trust Beneficiary The United States Environmental Protection Agency ("EPA") is the sole beneficiary of the Trust Fund. Grantor has no right to direct, redirect, receive, or reclaim Trust Fund assets except as expressly provided in this Agreement, including upon termination of the Trust Fund in accordance with Section 14.2. EPA shall have the right to direct disbursements from the Trust Fund as provided

Section 2.3 — Purpose The Trust Fund assets shall be used exclusively to fund Remediation Costs at the Facilities in accordance with the Consent Decree and this Agreement. No Trust Fund assets shall be used for any purpose other than the payment of Remediation Costs, except for the payment of Trustee fees and expenses as provided in Article V and taxes as provided in Article VIII. The allocation of Trust Fund assets

Section 2.4 — Irrevocability The Trust established pursuant to this Agreement is irrevocable. Grantor may not revoke, terminate, alter, or modify the Trust, in whole or in part, without the prior written consent of EPA and, where required by the Consent Decree or applicable law, the approval of the Court. This irrevocability provision is intended to comply with, and shall be construed in accordance with, the requirem

ARTICLE III — INITIAL AND SUBSEQUENT DEPOSITS

Section 3.1 — Initial Deposit Grantor shall deposit the sum of Eighty Million Dollars ($80,000,000.00) (the "Initial Deposit") into the Trust Fund within ninety (90) days of the Effective Date of the Consent Decree. Based on the anticipated Effective Date of June 14, 2025, the deadline for the Initial Deposit shall be September 12, 2025, unless otherwise adjusted as a result of a change in the Effective Date. The Ini

Section 3.2 — Subsequent Deposits Grantor shall make additional deposits into the Trust Fund as and when required under any of the following circumstances: (a) Annual Adjustment. The Consent Decree provides for an annual adjustment mechanism, including inflation indexing and updated remedy cost estimates, which may require Grantor to increase the aggregate financial assurance amount. To the extent that any such incre

Section 3.3 — Minimum Fund Balance At no time shall the balance of the Trust Fund (measured as the aggregate fair market value of all Trust Fund assets, including accrued investment income and net of all prior disbursements, fees, expenses, and taxes) fall below Forty Million Dollars ($40,000,000.00) (the "Minimum Fund Balance"), unless: (a) EPA has consented in writing to a Fund balance below the Minimum Fund Balanc

Section 3.4 — Form of Deposits All deposits into the Trust Fund, whether the Initial Deposit or subsequent deposits, shall be made in United States dollars by wire transfer of immediately available funds to the account designated by the Trustee in Exhibit B. No property other than cash or cash equivalents denominated in United States dollars shall be deposited into the Trust Fund without the prior written consent of

ARTICLE IV — TRUSTEE ACCEPTANCE AND RESPONSIBILITIES

Section 4.1 — Acceptance Larchfield Trust Company, N.A. hereby accepts the Trust established pursuant to this Agreement and agrees to discharge its duties and responsibilities faithfully and in accordance with the terms of this Agreement, the Consent Decree, and all applicable laws and regulations. By executing this Agreement, the Trustee acknowledges that it has reviewed and is familiar with the terms and conditions

Section 4.2 — Fiduciary Duties The Trustee shall administer the Trust Fund as a fiduciary, in accordance with the terms of this Agreement, the Consent Decree, applicable federal and state trust law (including without limitation the Uniform Prudent Investor Act, to the extent adopted in applicable jurisdictions), and the regulations of the Office of the Comptroller of the Currency ("OCC") governing trust activities of

Section 4.3 — Recordkeeping The Trustee shall establish and maintain complete and accurate books, records, and accounts with respect to all deposits into, withdrawals from, investments of, income earned on, fees charged to, and expenses paid from the Trust Fund. Such records shall be maintained in a form and manner consistent with the RCRA financial assurance recordkeeping requirements set forth in 40 C.F.R. §§ 264.1

Section 4.4 — Reporting The Trustee shall provide the following reports and notifications: (a) Quarterly Statements. Within thirty (30) days following the end of each calendar quarter, the Trustee shall furnish a written statement of the Trust Fund to Grantor, EPA (attention: Margaret Coulson, OECA), and the Independent Monitor (Verdant Analytics, Inc., attention: Dr. Kamal Osei, Senior Managing Director). Each quart

Section 4.5 — No Duty to Monitor Remediation Notwithstanding anything in this Agreement to the contrary, the Trustee shall have no obligation to monitor, supervise, evaluate, or verify the nature, quality, progress, or adequacy of any remediation activities being conducted or to be conducted at any of the Facilities. The Trustee's duties and responsibilities under this Agreement are strictly limited to the administra

ARTICLE V — TRUSTEE COMPENSATION AND EXPENSES

Section 5.1 — Trustee Fees The Trustee shall be entitled to reasonable compensation for its services rendered in connection with the administration of the Trust Fund, in accordance with the fee schedule set forth in Exhibit C attached hereto. Such fee schedule shall include, without limitation, an annual trust administration fee (calculated as a percentage of the average monthly Fund balance), transaction fees for th

Section 5.2 — Expenses The Trustee shall be entitled to reimbursement from the Trust Fund (or from Grantor directly, if Grantor so elects) for all reasonable and documented out-of-pocket expenses incurred by the Trustee in connection with the administration of the Trust Fund, including without limitation costs of tax preparation and filing, legal counsel engaged by the Trustee in connection with the interpretation or

Section 5.3 — Payment Priority Trustee fees and expenses, as described in Sections 5.1 and 5.2, shall constitute a first charge upon the Trust Fund, subordinate only to the payment of any taxes owed by the Trust Fund as provided in Article VIII. All fees and expenses of the Trustee shall be paid prior to any disbursement for Remediation Costs, unless EPA directs otherwise in writing in connection with an emergency or

ARTICLE VI — INVESTMENT OF TRUST FUND ASSETS

Section 6.1 — Investment Objective Trust Fund assets shall be invested with the primary objective of preserving capital and maintaining sufficient liquidity to fund Remediation Costs on the schedule established in the Consent Decree. The secondary objective of the investment program shall be to generate reasonable income to the extent consistent with the primary objective of capital preservation and liquidity. The Tr

Section 6.2 — Permitted Investments Trust Fund assets may be invested only in the following categories of investments (collectively, "Permitted Investments"): (a) Direct obligations of the United States Government, including United States Treasury bills, notes, and bonds; (b) Obligations issued or guaranteed by agencies or instrumentalities of the United States Government, including but not limited to obligations of

Section 6.3 — Investment Restrictions In addition to the limitations on Permitted Investments set forth in Section 6.2, the following investment restrictions shall apply: (a) Concentration Limit. No more than ten percent (10%) of the aggregate fair market value of the Trust Fund shall be invested in obligations of any single non-governmental issuer at any time. (b) Weighted Average Maturity. The weighted average matu

Section 6.4 — Investment Income All income earned on Trust Fund investments, including interest, dividends, and realized gains, shall be retained in the Trust Fund and treated as part of the corpus of the Trust Fund. Investment income shall not reduce Grantor's obligation to make subsequent deposits if and when required under Section 3.2. For the avoidance of doubt, the accretion of investment income in the Trust Fun

Section 6.5 — Investment Discretion Subject to the investment objectives, Permitted Investments categories, and restrictions set forth in this Article VI, the Trustee shall have reasonable discretion to select specific investments and to determine the timing and manner of purchases, sales, and maturities within the portfolio. The Trustee shall give due consideration to any written investment instructions or guideline