Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Consent Decree. (a) "Beneficiary" means the United States of America, acting through the U.S. Environmental Protection Agency, as the beneficiary of the Trust for the benefit of the environmental rem

Section 1.2 — Interpretation. (a) References in this Agreement to any statute, regulation, or other law include all amendments thereto and all successor provisions, and all regulations promulgated thereunder, as in effect from time to time. (b) References in this Agreement to the Consent Decree include all exhibits, appendices, attachments, and modifications thereto, whether existing as of the date hereof or subseque

ARTICLE II ESTABLISHMENT OF TRUST

Section 2.1 — Creation of Trust. The Grantor hereby establishes an irrevocable trust, designated the "Torchlight Mining Corp. Environmental Remediation Trust Fund," Trust Agreement No. LTC-REM-2025-1177, for the purposes set forth in Article III of this Agreement. The Trust is established in accordance with, and is intended to satisfy, the financial assurance requirements of the Consent Decree, including without limi

Section 2.2 — Initial Deposit. The Grantor shall deposit into the Trust Fund the sum of Eighty Million Dollars ($80,000,000.00) (the "Initial Deposit") within ninety (90) days of the Effective Date (i.e., no later than September 12, 2025). The Initial Deposit shall be made by wire transfer of immediately available funds to the Trustee's designated trust account at Larchfield Trust Company, N.A., Charlotte, North Caro

Section 2.3 — Additional Deposits. The Grantor shall make additional deposits into the Trust Fund as and when required by Article VIII of this Agreement (Annual Adjustment Mechanism) or as ordered by the Court. In addition, the Grantor may make voluntary additional deposits into the Trust Fund at any time and from time to time, without the prior consent of EPA or the Trustee, provided that the Grantor shall provide w

Section 2.4 — Trust Property. The property held in the Trust (the "Trust Property") shall consist of: (a) the Initial Deposit; (b) any additional deposits made by the Grantor pursuant to Section 2.3 of this Agreement; (c) all investment earnings, income, interest, dividends, and other returns generated by the investment of Trust Property in accordance with Article VI of this Agreement; and (d) any property or funds r

Section 2.5 — Irrevocability. The Trust is irrevocable. No portion of the Trust Property shall revert to the Grantor or be used for the benefit of the Grantor except upon termination of the Trust in accordance with Article XII of this Agreement. The Grantor shall have no right, title, or interest in or to the Trust Property except as expressly provided in this Agreement. No creditor of the Grantor shall have any righ

Section 3.1 — Sole Purpose. The Trust Fund shall be used solely and exclusively to finance Remediation Activities at the four Sites as required by the Consent Decree. Without limiting the foregoing, the Trust Fund shall be used to pay for environmental assessment, investigation, remedial design, remedial action, construction, operation, maintenance, monitoring, and reporting activities at the Sites, as well as the co

Section 3.2 — Allocation Among Sites. The Trust Fund shall be allocated among the four Sites as set forth in the following table, which reflects the initial allocation as of the date of the Initial Deposit, subject to adjustment as provided in this Section 3.2 and Article VIII of this Agreement: The initial allocation reflects the relative magnitude of each Site's remediation obligations, the anticipated timing of ex

Section 3.3 — No Diversion. Trust Property may not be used for any purpose other than: (a) financing Remediation Activities at the Sites in accordance with the Consent Decree and this Agreement; (b) paying the Trustee's fees and expenses in accordance with Article VII of this Agreement; and (c) paying authorized administrative expenses of the Trust, including without limitation accounting fees, tax preparation costs,

ARTICLE IV TRUSTEE POWERS AND DUTIES

Section 4.1 — Acceptance of Trusteeship. Larchfield Trust Company, N.A. hereby accepts its appointment as Trustee under this Agreement and agrees to hold, invest, and disburse the Trust Property in accordance with the terms and conditions of this Agreement, the Consent Decree, and applicable law. The Trustee shall act at all times in a fiduciary capacity with respect to the Trust Property and shall discharge its duti

Section 4.2 — Standard of Care. The Trustee shall administer the Trust with the care, skill, prudence, and diligence that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. In the exercise of this standard of care, the Trustee shall comply with all applicable federal and state laws, regulations, and orders, includ

Section 4.3 — Powers of Trustee. Subject to the terms and conditions of this Agreement, the Trustee shall have the following powers and authority: (a) To invest and reinvest Trust Property in accordance with the Investment Guidelines set forth in Article VI of this Agreement; (b) To disburse Trust funds in accordance with the Disbursement Procedures set forth in Article V of this Agreement; (c) To retain such sub-age

Section 4.4 — Limitation on Trustee's Duties. Notwithstanding any other provision of this Agreement, the Trustee shall have no duty or obligation to: (a) Verify the accuracy, completeness, or truthfulness of any disbursement request submitted by the Grantor or EPA, or any supporting documentation provided in connection therewith, and the Trustee shall be entitled to rely upon such requests and documentation without i

Section 4.5 — No Commingling. The Trustee shall maintain Trust Property in one or more segregated accounts, separate and distinct from all other assets of the Trustee, including without limitation the Trustee's corporate assets, fiduciary assets held for other trusts or accounts, and any other funds held by the Trustee in any capacity. The Trust accounts shall be clearly designated and identified as the property of t

ARTICLE V DISBURSEMENT PROCEDURES

Section 5.1 — Disbursement Requests. The Grantor may submit written disbursement requests to the Trustee for the payment of costs incurred or to be incurred in connection with Remediation Activities at the Sites. Each disbursement request shall be substantially in the form of Exhibit E hereto and shall include the following information: (a) The total dollar amount of the disbursement requested; (b) The Site (or Sites

Section 5.2 — EPA Approval Requirement. (a) No disbursement from the Trust Fund in excess of Five Hundred Thousand Dollars ($500,000.00) shall be made by the Trustee without the prior written approval of EPA. The Grantor shall submit a copy of each disbursement request for an amount in excess of Five Hundred Thousand Dollars ($500,000.00) to the EPA Project Coordinators and the Lead EPA Case Attorney simultaneously w

Section 5.3 — Emergency Disbursements. In the event of an environmental emergency requiring immediate expenditure of funds for Remediation Activities at any Site — including without limitation releases or threatened releases of hazardous substances, imminent endangerment to human health or the environment, equipment failures at treatment systems, or structural failures at containment facilities — the Grantor may requ

Section 5.4 — Disbursements to Third Parties. The Trustee is authorized to make disbursements directly to approved contractors, consultants, vendors, and other third parties performing or providing goods and services in connection with Remediation Activities at the Sites. Pinnacle Creek Environmental, LLC (Dr. Astrid Bergmann, P.E., Senior Principal) is hereby designated as an approved payee under this Agreement. Add

Section 5.5 — EPA Direct Access. In the event that the Grantor fails to perform Remediation Activities as required by the Consent Decree and the Court enters an order directing EPA to undertake such Remediation Activities (or to retain contractors to undertake such Remediation Activities) using Trust Fund assets, EPA may direct the Trustee to disburse funds directly to EPA or to contractors retained by EPA for the pe

Section 5.6 — Limitation on Disbursements. (a) No disbursement from the Trust Fund shall cause the Trust Fund balance (including accrued but unpaid investment earnings and excluding accrued but unpaid Trustee fees) to fall below the sum of Five Million Dollars ($5,000,000.00) (the "Minimum Balance"), except with prior Court approval. If a disbursement request would, if honored, cause the Trust Fund balance to fall be

ARTICLE VI INVESTMENT GUIDELINES

Section 6.1 — Investment Objective. The primary investment objective for the Trust Fund is the preservation of capital and the maintenance of sufficient liquidity to meet anticipated Remediation Activity expenditures as they come due in accordance with the remediation schedule established by the Consent Decree. The secondary investment objective is to earn a reasonable rate of return on Trust Property consistent with

Section 6.2 — Permitted Investments. Trust Property may be invested and reinvested only in the following categories of investments (the "Permitted Investments"): (a) Direct obligations of the United States of America (U.S. Treasury bills, notes, and bonds), without maturity restriction; (b) Obligations of agencies or instrumentalities of the United States of America that are guaranteed as to principal and interest by

Section 6.3 — Prohibited Investments. Notwithstanding Section 6.2, under no circumstances shall Trust Property be invested in: (a) Securities issued by, or equity or debt interests in, Torchlight Mining Corp. or any of its direct or indirect subsidiaries, affiliates, or related entities; (b) Securities issued by, or equity or debt interests in, any entity that is a party to the Consent Decree, a defendant in Civil Ac

Section 6.4 — Duration Matching. The Trustee shall manage the investment portfolio's duration to match, to the extent reasonably practicable, the anticipated timing and magnitude of disbursement needs based on the remediation schedule set forth in the Consent Decree and the annual reviews conducted under Article VIII. The weighted-average maturity of the investment portfolio shall not exceed three (3) years at any ti

Section 6.5 — Investment Discretion. The Trustee shall have discretion to select specific investments within the Permitted Investment categories, subject to the overall Investment Guidelines set forth in this Article VI. The Grantor may provide non-binding investment preferences to the Trustee from time to time, and the Trustee shall give reasonable consideration to such preferences, provided that the Trustee shall n

Section 6.6 — Investment Earnings. All investment earnings, income, interest, dividends, and other returns generated by the investment of Trust Property shall be retained in the Trust Fund and shall constitute Trust Property for all purposes of this Agreement. Investment earnings shall be available for disbursement for Remediation Activities in accordance with Article V of this Agreement and shall be subject to the s

ARTICLE VII TRUSTEE COMPENSATION AND EXPENSES

Section 7.1 — Trustee Fees. The Trustee shall be entitled to receive an annual fee for its services as Trustee under this Agreement equal to ten basis points (0.10%) of the average daily net asset value of Trust Fund assets under management per annum, payable quarterly in arrears within fifteen (15) days of the end of each calendar quarter. Based on an assumed Trust Fund balance of Eighty Million Dollars ($80,000,000

Section 7.2 — Extraordinary Expenses. Extraordinary expenses incurred by the Trustee in connection with the administration of the Trust — including without limitation costs of defending the Trust or the Trustee in litigation, costs of complying with Court orders not contemplated at the time of execution of this Agreement, costs of regulatory audits or examinations directed at the Trust, and costs of engaging special

Section 7.3 — Payment of Fees and Expenses. The Trustee's regular fees described in Section 7.1 are payable from Trust Fund assets and shall be deducted from the Trust Fund by the Trustee at the end of each calendar quarter, subject to the Minimum Balance requirement set forth in Section 5.6. If the payment of Trustee fees from Trust Fund assets would cause the Trust Fund balance to fall below the Minimum Balance of

Section 7.4 — Tax Obligations. The Grantor is and shall remain responsible for all federal, state, and local tax obligations arising from Trust income, including without limitation income taxes on Trust earnings, regardless of whether such earnings have been distributed from the Trust. The Trust is intended to be treated as a grantor trust for federal income tax purposes under Sections 671 through 679 of the Internal

ARTICLE VIII ANNUAL ADJUSTMENT MECHANISM

Section 8.1 — Annual Review. The Trustee and the Grantor shall conduct an annual review of the adequacy of the Trust Fund within sixty (60) days of each anniversary of the Effective Date for the purpose of determining whether the Trust Fund balance, together with the Surety Bond, is sufficient to meet the Grantor's remaining Remediation Activity obligations under the Consent Decree. Each annual review shall consider

Section 8.2 — EPA Participation in Review. EPA shall be entitled to participate in each annual review conducted under Section 8.1 of this Agreement. The Grantor shall provide EPA with not less than thirty (30) days' prior written notice of each annual review and shall provide EPA with all information and documentation to be considered in the review. EPA may retain its own financial or technical consultant to evaluate

Section 8.3 — Additional Deposits. If the annual review conducted under Section 8.1 determines that the Trust Fund balance, together with the current face amount of the Surety Bond, is insufficient to meet the Grantor's remaining Remediation Activity obligations under the Consent Decree, the Grantor shall make additional deposits to the Trust Fund in an amount sufficient to eliminate such insufficiency, within ninety

Section 8.4 — Inflation Adjustment. Remaining remediation cost estimates used in connection with the annual review process shall be adjusted annually for inflation using the U.S. Bureau of Labor Statistics Producer Price Index for Mining Services (Series ID: PCU21-21-), or such other index as EPA may approve in writing. The inflation adjustment shall be applied as of January 1 of each year, based on the twelve-month

Section 8.5 — Coordination with Surety Bond. Adjustments to the Trust Fund level determined through the annual review process shall be coordinated with adjustments to the Surety Bond (Bond No. ISA-ENV-2025-08934) issued by Ironbark Surety of America, Inc. (Thomas Rennick, Account Executive). The combined Financial Assurance Amount of Two Hundred Forty-Five Million Dollars ($245,000,000.00) may be reallocated between

ARTICLE IX REPORTING AND RECORDKEEPING

Section 9.1 — Quarterly Statements. The Trustee shall prepare and provide quarterly statements to the Grantor and EPA within thirty (30) days of the end of each calendar quarter (i.e., within 30 days of March 31, June 30, September 30, and December 31 of each year). Each quarterly statement shall include the following information: (a) The Trust Fund balance as of the end of the quarter, in the aggregate and by Site s

Section 9.2 — Annual Report. The Trustee shall prepare and provide an annual report to the Grantor and EPA within sixty (60) days of the end of each calendar year (i.e., by March 1 of the following year). The annual report shall include: (a) Audited financial statements of the Trust Fund for the calendar year, prepared in accordance with generally accepted accounting principles ("GAAP") and audited by an independent

Section 9.3 — Distribution to Independent Monitor. Copies of all quarterly statements prepared under Section 9.1 and all annual reports prepared under Section 9.2 shall be provided concurrently to the Independent Monitor, Verdant Analytics, Inc. (Dr. Kamal Osei, Senior Managing Director), for incorporation into the Independent Monitor's quarterly compliance audits and annual public reports filed with the Court pursua

Section 9.4 — Court Filings. The annual report prepared under Section 9.2 shall be filed with the Court in Civil Action No. 9:24-cv-00087-DWM within ten (10) days of its completion, together with any cover filings or certifications required by the Court or the Consent Decree. The Grantor's counsel, Calderwood & Harkness LLP (Harrison Wexford, partner), with local counsel Holcroft, Dane & Weiss LLP (Russell Dane), sha

Section 9.5 — Recordkeeping. The Trustee shall maintain complete and accurate books and records of all Trust transactions, including all deposits, disbursements, investment transactions, income, expenses, correspondence, and reports, for a period of not less than ten (10) years following the termination of the Trust. All records shall be maintained in a manner that permits ready retrieval and examination. Records sha

Section 9.6 — Auditor Access. Ridgeline Accounting Partners LLP (engagement partner: Frances Whitmore, CPA, CA), as the external auditor of TMC, shall have access to Trust Fund records for purposes of auditing TMC's consolidated financial statements and evaluating TMC's environmental liability disclosures under ASC 450 (Contingencies) and IAS 37 (Provisions, Contingent Liabilities and Contingent Assets), as applicabl

ARTICLE X RELATIONSHIP TO CONSENT DECREE AND OTHER FINANCIAL ASSURANCE

Section 10.1 — Consent Decree Governs. This Trust Agreement is subject and subordinate to the Consent Decree. In the event of any conflict or inconsistency between the provisions of this Trust Agreement and the provisions of the Consent Decree, the Consent Decree shall control and govern. Without limiting the foregoing, the Consent Decree governs all matters relating to: (a) the scope and nature of the Grantor's Reme