Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Consent Decree. (a) "Agreement" means this Independent Environmental Monitor Agreement, dated as of February 15, 2025, including all exhibits and attachments hereto, as it may be amended from ti

ARTICLE II — APPOINTMENT AND AUTHORITY

Section 2.1 — Appointment. The Parties hereby appoint Verdant Analytics, Inc. as the Independent Environmental Monitor under the Consent Decree, with the duties, authorities, and responsibilities set forth in this Agreement and as further described in the Consent Decree. This appointment is subject to confirmation by the Court. The Parties shall promptly file a joint motion with the Court requesting confirmation of t

Section 2.2 — Independence. The Monitor shall act as a neutral, independent third party throughout the term of this Agreement and shall not serve as an advocate for, or on behalf of, any Party. The Monitor is appointed by and shall report to the Court, with parallel obligations to provide reports and information simultaneously to the Settling Defendants, the United States (through DOJ and EPA), and the State Co-Plain

Section 2.3 — Authority. In order to fulfill its duties under this Agreement and the Consent Decree, the Monitor shall have the following authority: (a) Access to Sites. The Monitor shall have access to all four Monitored Sites, including all operational areas, remediation work zones, monitoring well networks, tailings impoundments, heap-leach facilities, waste management units, process-solution containment systems,

Section 2.4 — Cooperation Obligation. The Settling Defendants shall cooperate fully and in good faith with the Monitor and shall direct their employees, officers, consultants, and contractors, including without limitation Pinnacle Creek Environmental, LLC, to provide prompt and complete responses to all Monitor inquiries, requests for documents, and requests for site access. The Settling Defendants shall not obstruct

Section 3.1 — General Scope. The Monitor shall evaluate and report on the Settling Defendants' compliance with all obligations under the Consent Decree. Without limiting the generality of the foregoing, the Monitor's duties shall include the evaluation of and reporting on: (a) Remedial action work plans and their implementation at all four Monitored Sites, including the adequacy of remedial designs, the timeliness of

Section 3.2 — Site-Specific Duties. In addition to the general duties described in Section 3.1, the Monitor shall perform the following site-specific duties at each of the four Monitored Sites:

Section 3.2.1 — Ridgecrest Copper-Molybdenum Mine. The Ridgecrest Copper-Molybdenum Mine is a large-scale open-pit copper and molybdenum mine located approximately eight miles northwest of Drummond, Montana, in Granite County. The mine footprint encompasses approximately 3,200 acres, with total site acreage of approximately 8,700 acres, including the pit area, tailings impoundments, waste rock facilities, and associa

Section 3.2.2 — Gallatin Chemical Works. The Gallatin Chemical Works is a specialty chemicals manufacturing facility located in Belgrade, Gallatin County, Montana, occupying approximately 145 acres. The facility has been in operation since 1973 and produces xanthate reagents and other chemicals used in mineral processing and flotation operations. The Consent Decree requires corrective action at three solid waste mana

Section 3.2.3 — Bonanza Creek Gold Mine. The Bonanza Creek Gold Mine is a heap-leach gold mining operation located in a remote area of Lander County, Nevada, approximately thirty miles south of Battle Mountain. The mine footprint encompasses approximately 5,600 acres, with total site acreage of approximately 12,400 acres. Mining operations commenced in 1996 and are currently in the process of closure and reclamation.

Section 3.2.4 — Kanawha Bend Chemical Plant. The Kanawha Bend Chemical Plant is a specialty chemicals manufacturing facility located in Institute, Kanawha County, West Virginia, in the heart of the Kanawha Valley industrial corridor. The facility occupies approximately 78 acres and has been in operation since 1955. The Consent Decree requires interim stabilization measures, closure of a former surface impoundment, an

Section 3.3 — Financial Assurance Review. The Monitor shall annually verify the adequacy and currency of the financial assurance instruments required by the Consent Decree. The total financial assurance required under the Consent Decree is two hundred forty-five million dollars ($245,000,000.00), consisting of the following two instruments: (a) Surety Bond. The Settling Defendants have obtained a surety bond in the a

Section 3.4 — SEP Monitoring. The Monitor shall verify implementation progress and expenditures for all three Supplemental Environmental Projects required under the Consent Decree. The total committed expenditure for the three SEPs is twelve million dollars ($12,000,000.00). The Monitor's SEP monitoring duties shall include the following: (a) Flint Creek Watershed Restoration Project ($5,500,000.00). The Monitor shal

Section 3.5 — Stipulated Penalty Assessment Support. The Monitor shall document and report, in its Quarterly Compliance Audit Reports and Annual Public Reports, any violations of the Consent Decree that may trigger stipulated penalties. The stipulated penalty schedule under the Consent Decree provides for the following per-violation per-day penalty amounts: one thousand five hundred dollars ($1,500.00) per day per vi

ARTICLE IV — REPORTING OBLIGATIONS

Section 4.1 — Quarterly Compliance Audit Reports. The Monitor shall conduct quarterly compliance audits of all four Monitored Sites and shall prepare and distribute written Quarterly Compliance Audit Reports. Each audit shall include at least one on-site inspection of each Monitored Site during the applicable quarter (or such alternative schedule as the Monitor deems appropriate based on the level of activity and ris

Section 4.2 — Annual Public Reports. The Monitor shall prepare and publish an Annual Public Report summarizing the Settling Defendants' overall compliance with the Consent Decree during the preceding calendar year. Annual Public Reports shall be submitted no later than March 31 of each year, covering the period from January 1 through December 31 of the preceding year. The first Annual Public Report shall cover the pe

Section 4.3 — Special Reports. The Monitor may issue Special Reports at any time during the term of this Agreement if it identifies any of the following circumstances: (a) Material non-compliance by the Settling Defendants with any obligation under the Consent Decree; (b) An imminent threat to human health or the environment at or associated with any Monitored Site; (c) A force majeure event (as defined in the Consen

Section 4.4 — Distribution of Reports. All reports prepared by the Monitor under this Agreement — including Quarterly Compliance Audit Reports, Annual Public Reports, and Special Reports — shall be provided simultaneously to: (a) The Settling Defendants, care of Miriam Soo-Hwan Park, General Counsel, Torchlight Mining Corp., 750 Copper Ridge Boulevard, Suite 200, Helena, Montana 59601, with a copy to Harrison Wexford

Section 4.5 — Response and Comment Process. Within thirty (30) days of receipt of a Quarterly Compliance Audit Report or Annual Public Report, the Settling Defendants and the United States shall each have the right to submit written comments, objections, or supplemental information to the Monitor's findings, conclusions, and recommendations. Such comments shall be served simultaneously on all Parties and the State Co

ARTICLE V — SITE ACCESS AND INFORMATION RIGHTS

Section 5.1 — Access to Sites. The Monitor and its authorized representatives shall have access to all four Monitored Sites during normal business hours. For routine inspections, the Monitor shall provide at least twenty-four (24) hours advance notice to the Settling Defendants' VP, Environmental Health & Safety (Gareth Linford) or his designee. In the case of an emergency, imminent environmental threat, or suspected

Section 5.2 — Access to Documents and Data. The Settling Defendants shall provide the Monitor with access to all documents, records, and data related to compliance with the Consent Decree, including, without limitation, the following categories of materials: (a) Remediation work plans, remedial designs, construction drawings, specifications, and as-built documentation; (b) Sampling data, analytical results, laborator

Section 5.3 — Interviews. The Monitor may request interviews with TMC personnel, including, but not limited to, Douglas K. Prennell (Chief Executive Officer), Miriam Soo-Hwan Park (General Counsel), Gareth Linford (Vice President, Environmental Health & Safety), Carolyn Bracebridge (Chief Financial Officer), and site-level personnel at each of the four Monitored Sites. The Monitor may also request interviews with per

Section 5.4 — Split Sampling. The Monitor may conduct independent confirmatory sampling at any Monitored Site at any time during the term of this Agreement. The Monitor may conduct split sampling in coordination with the Settling Defendants or EPA, and the Settling Defendants shall provide reasonable assistance to facilitate such sampling, including providing access to monitoring wells, sampling points, and laborator

ARTICLE VI — COMPENSATION AND EXPENSES

Section 6.1 — Estimated Monitor Costs. The total estimated cost of the Monitor's engagement over the initial five (5)-year term of this Agreement is four million eight hundred thousand dollars ($4,800,000.00), which equates to approximately nine hundred sixty thousand dollars ($960,000.00) per year. This estimate includes professional fees for monitoring, auditing, and reporting activities; travel and lodging expense

Section 6.2 — Payment Responsibility. All costs and expenses of the Monitor incurred in connection with the performance of its duties under this Agreement shall be borne exclusively by the Settling Defendants (Torchlight Mining Corp. and its U.S. subsidiaries, jointly and severally). Payments shall be made within thirty (30) days of the Settling Defendants' receipt of the Monitor's invoices. Interest shall accrue on

Section 6.3 — Fee Schedule. The Monitor's fee schedule, including hourly rates for the Lead Monitor (Dr. Kamal Osei), senior environmental scientists, field technicians, data analysts, and administrative support personnel, is set forth in Exhibit A, attached hereto and incorporated herein by reference. Hourly rates shall be subject to annual escalation, effective as of each anniversary of the Effective Date, tied to

Section 6.4 — Expense Reimbursement. The Monitor shall be reimbursed for all reasonable and necessary out-of-pocket expenses incurred in connection with the performance of its duties under this Agreement, including, without limitation, travel expenses (airfare, ground transportation, and mileage at the then-applicable IRS standard mileage rate), lodging, meals (at actual cost, consistent with federal per diem rates),

Section 6.5 — Billing Disputes. Any dispute regarding the amount, reasonableness, or necessity of any charge or expense reflected in a Monitor invoice shall be subject to the dispute resolution mechanism set forth in Article X. During the pendency of any billing dispute, the Settling Defendants shall pay all undisputed amounts on or before the applicable due date. The filing of a dispute shall not relieve the Settlin

ARTICLE VII — TERM AND TERMINATION

Section 7.1 — Effective Date and Initial Term. This Agreement shall become effective upon the entry of the Consent Decree by the Court. The anticipated date of entry is May 15, 2025, with the Effective Date of the Consent Decree (as defined in Section IV thereof) being June 14, 2025, which is thirty (30) days after entry. The initial term of this Agreement shall be five (5) years from the Effective Date, extending th

Section 7.2 — Renewal and Extension. Upon the expiration of the initial five (5)-year term, this Agreement may be extended for successive one (1)-year terms upon the written agreement of all Parties, subject to the approval of the Court. The Monitor's engagement shall continue until such time as the Consent Decree has been terminated with respect to all four Monitored Sites, which, under the terms of the Consent Decr

Section 7.3 — Early Termination. The Monitor may be terminated prior to the expiration of the then-current term under the following circumstances: (a) Termination for Cause. Any Party may file a motion with the Court requesting termination of the Monitor for cause, including, but not limited to, a material conflict of interest that cannot be cured, a material breach of the Monitor's obligations under this Agreement,

Section 7.4 — Successor Monitor Selection. If a vacancy in the Monitor position occurs for any reason, including termination for cause, resignation, or incapacity, the Parties shall confer and attempt to agree upon a successor Monitor within sixty (60) days of the vacancy. If the Parties are unable to agree upon a successor Monitor within such sixty (60)-day period, the Court shall select a successor Monitor from a l

ARTICLE VIII — CONFLICTS OF INTEREST

Section 8.1 — Representations. Verdant Analytics, Inc. represents and warrants that, as of the date of this Agreement, it has no financial, professional, or personal interest in the Settling Defendants, the U.S. Department of Justice, the U.S. Environmental Protection Agency, any of the State Co-Plaintiffs, or any of their respective counsel, agents, or representatives that would impair or would appear to impair the

Section 8.2 — Ongoing Disclosure. Throughout the term of t