Contract analysis

1. Purpose of This Letter Calderwood & Harkness LLP ("C&H") serves as lead outside counsel to Torchlight Mining Corp. ("TMC") and its U.S. subsidiaries in the above-referenced matter (C&H Matter No. 1039-00003). We write to provide the State of Nevada, Division of Environmental Protection ("NV DEP"), and the Nevada Attorney General's Office with a comprehensive status update regarding the substantially final consent

2. Background — The Enforcement Action On January 18, 2024, the DOJ, on behalf of the EPA, filed a complaint in the United States District Court for the District of Montana, Missoula Division (Civil Action No. 9:24-cv-00087-DWM), before the Honorable Donald W. Molloy, Senior Judge, sitting by designation. The complaint alleged violations of the Clean Water Act ("CWA"), the Resource Conservation and Recovery Act ("RCR

3. Summary of Consent Decree Terms — Bonanza Creek Mine 3.1. Facility Description The Bonanza Creek Gold Mine is an open-pit heap-leach gold mining operation located at County Road 447, Mile Marker 12, Lander County, Nevada 89820, in an unincorporated area approximately 28 miles south of Battle Mountain, Nevada. The Facility is owned and operated by Bonanza Creek Mining, LLC, a Nevada limited liability company (Nevad

4. Key Upcoming Dates and Milestones For your convenience, we summarize below the key upcoming dates and milestones in connection with the consent decree: We note that several of the dates identified above as "target" dates are subject to adjustment based on the Court's schedule and the progress of the public comment process. We will keep your office apprised of any changes to these dates as they become known.

5. Request for State Permit Coordination We respectfully request that NV DEP and the Nevada Attorney General's Office coordinate with TMC — acting through its Nevada local counsel, sagebrush Law Group, PLLC, and its lead partner Denise Quartaro — regarding parallel state environmental permit obligations that may be affected by or relate to the consent decree's remedial action requirements at the Bonanza Creek facilit

6. Nevada's Joinder as Co-Plaintiff As noted above, signature pages and joinder documents for Nevada's participation as a co-plaintiff in the consent decree are being circulated separately to your office. The target date for execution of the Nevada signature pages and joinder is February 14, 2025, in advance of the anticipated lodging of the consent decree with the Court on or about February 19, 2025. We respectfully

7. Confidentiality and Privilege Reservation We wish to note that certain portions of the consent decree and the underlying negotiation materials remain subject to the terms of the confidentiality agreement executed by the parties on February 3, 2025, in connection with the final negotiation session. The information contained in this letter is shared with your office in the context of Nevada's co-plaintiff relationsh

8. Closing We appreciate the Nevada Attorney General's Office's and NV DEP's continued cooperation in this matter. We are committed to maintaining a constructive and transparent working relationship with your office throughout the implementation of the consent decree and the remediation of the Bonanza Creek facility. Should you require additional information regarding any aspect of the consent decree, the remediation

1. Consent Decree — Substantially Final Agreed Text (dated February 3, 2025) (redacted as appropriate)

2. Draft State Co-Plaintiff Signature Pages and Joinder for Nevada

3. Bonanza Creek Liner Repair and Containment Plan — Scope of Work (dated February 14, 2025)

4. SEP Description and Budget — Battle Mountain Community Drinking Water Improvement Project (dated January 28, 2025) Installment | Percentage | Amount | Due Date First | 25% | $7,875,000 | July 14, 2025 (30 days after Effective Date) Second | 25% | $7,875,000 | June 14, 2026 (12 months after Effective Date) Third | 25% | $7,875,000 | June 14, 2027 (24 months after Effective Date) Fourth | 25% | $7,875,000 | June 14,