Contract analysis

I. INTRODUCTORY RECITALS WHEREAS, the United States of America, acting through the United States Department of Justice, Environment and Natural Resources Division, and the United States Environmental Protection Agency, Office of Enforcement and Compliance Assurance (collectively, the "United States"), has negotiated and prepared for lodging a Consent Decree (the "Consent Decree") in the above-captioned action, Civil

II. JOINDER AGREEMENT — STATE OF MONTANA A. Preamble The State of Montana, acting by and through the Montana Department of Environmental Quality ("MT DEQ") and the Montana Attorney General's Office, Environmental Bureau (collectively, "Montana"), hereby enters into this Joinder Agreement to formally join the Consent Decree as a co-plaintiff in the above-captioned action. The Attorney General of the State of Montana i

1. The State of Montana is a co-plaintiff and intervenor with respect to two of the four facilities addressed by the Consent Decree, as described below: a. Ridgecrest Copper-Molybdenum Mine The Ridgecrest Copper-Molybdenum Mine (the "Ridgecrest Facility") is located at 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832. The Ridgecrest Facility encompasses an approximately 3,200-acre active mine footp

2. Montana's regulatory interests in the facilities described above include, but are not limited to: (i) the protection and enforcement of state surface-water quality standards adopted pursuant to the Montana Water Quality Act, Montana Code Annotated Title 75, Chapter 5; (ii) compliance with and enforcement of Montana Pollutant Discharge Elimination System ("MPDES") permits issued under the authority delegated by the

3. With respect to the Ridgecrest Facility, the principal contaminants of concern include acid mine drainage containing dissolved copper at an average concentration of 47 mg/L (compared to the Montana chronic aquatic life standard of 0.0087 mg/L for dissolved copper), molybdenum at an average concentration of 1.2 mg/L, selenium at an average concentration of 0.082 mg/L, and sulfate at an average concentration of 3,40

4. With respect to the Gallatin Facility, the principal contaminants of concern include carbon disulfide (CS₂) in groundwater at a maximum detected concentration of 890 µg/L (compared to the federal Maximum Contaminant Level ("MCL") of 10 µg/L), xanthate decomposition products, and volatile organic compounds ("VOCs"), including toluene and xylene, in subsurface soils. The Gallatin Facility contains three Solid Waste

5. The Ridgecrest Facility has been proposed for listing on the National Priorities List ("NPL") under CERCLA and is currently being addressed under Administrative Order on Consent, EPA Docket No. CERCLA-08-2022-0039, executed September 15, 2022, between the EPA Region 8, Torchlight Mining (U.S.) Inc., and Ridgecrest Mine Holdings, LLC. The Gallatin Facility is designated as a RCRA Corrective Action facility under RC

1. Joinder as Co-Plaintiff. Montana hereby joins as a co-plaintiff to the Consent Decree and agrees to be bound by the terms and conditions thereof as they pertain to the Ridgecrest Facility and the Gallatin Facility. Montana's joinder encompasses all provisions of the Consent Decree applicable to operations, remediation, monitoring, reporting, and enforcement at the Ridgecrest and Gallatin Facilities, including but

2. Consent to Financial Terms. Montana consents to the following financial provisions of the Consent Decree as they apply to the Ridgecrest and Gallatin Facilities: a. Ridgecrest Remediation Cost. The negotiated cost of remediation for the Ridgecrest Facility is One Hundred Ninety-Eight Million Six Hundred Thousand Dollars ($198,600,000) in nominal terms, to be expended over a period of thirty (30) years. The net pre

3. Consent to Remediation Milestones. Montana consents to the following remediation milestones set forth in the Consent Decree: a. The deadline for submission of the Ridgecrest Remedial Action Work Plan to the EPA and MT DEQ is December 14, 2025. b. The deadline for completion of the Gallatin Corrective Measures Study is June 14, 2026. c. Commencement of Ridgecrest remedy construction shall occur no later than June 1

4. Reservation of State Rights. Montana reserves the right to enforce its own state environmental statutes and regulations independently, to the extent not inconsistent with the terms of the Consent Decree. Nothing in this Joinder Agreement or in the Consent Decree shall be construed to limit or waive Montana's sovereign authority to adopt, administer, and enforce state environmental laws, regulations, and permit con

5. Acknowledgment of Financial Assurance. Montana acknowledges the financial assurance package required under the Consent Decree in the aggregate amount of Two Hundred Forty-Five Million Dollars ($245,000,000), consisting of: a. A surety bond in the amount of One Hundred Sixty-Five Million Dollars ($165,000,000) issued by Ironbark Surety of America, Inc., Bond No. ISA-ENV-2025-08934; and b. A remediation trust fund i

6. Acknowledgment of Independent Environmental Monitor. Montana acknowledges the appointment of an independent environmental monitor pursuant to Section XIII of the Consent Decree. The independent environmental monitor is Verdant Analytics, Inc., with Dr. Kamal Osei, Senior Managing Director, serving as the lead monitor. Montana consents to the quarterly compliance audits and annual public reports to be prepared by t

7. Acknowledgment of Dispute Resolution and Stipulated Penalties. Montana acknowledges and consents to the dispute resolution mechanism established in Section XV of the Consent Decree, which provides for: (a) informal negotiation among the parties for a period of thirty (30) days following written notice of a dispute; (b) a formal EPA decision within thirty (30) days following the conclusion of informal negotiation;

8. State Permit Coordination. Montana acknowledges that state permit coordination will occur in parallel with the Consent Decree requirements, including but not limited to MPDES permits administered by MT DEQ and hard rock mining reclamation permits administered by MT DEQ. Montana further acknowledges that the State's local counsel, Holcroft, Dane & Weiss LLP (Russell Dane, Lead Partner; 45 N. Last Chance Gulch, Suit

III. JOINDER AGREEMENT — STATE OF NEVADA A. Preamble The State of Nevada, acting by and through the Nevada Division of Environmental Protection ("NV DEP") and the Nevada Attorney General's Office (collectively, "Nevada"), hereby enters into this Joinder Agreement to formally join the Consent Decree as a co-plaintiff in the above-captioned action. The Attorney General of the State of Nevada is authorized to act on beh

1. The State of Nevada is a co-plaintiff and intervenor with respect to one of the four facilities addressed by the Consent Decree, as described below: a. Bonanza Creek Gold Mine The Bonanza Creek Gold Mine (the "Bonanza Creek Facility") is located at County Road 447, Mile Marker 12, Lander County, Nevada 89820, in an unincorporated area approximately twenty-eight (28) miles south of Battle Mountain, Nevada. The Bona

2. Nevada's regulatory interests in the Bonanza Creek Facility include, but are not limited to: (i) state water pollution control under the Nevada Water Pollution Control Law, Nevada Revised Statutes Chapter 445A; (ii) mining reclamation under the Nevada Reclamation of Land Subject to Mining Operations or Exploration, Nevada Revised Statutes Chapter 519A; and (iii) groundwater protection under the Nevada Underground

3. With respect to the Bonanza Creek Facility, the principal contaminants of concern include weak-acid dissociable ("WAD") cyanide at a concentration of 0.62 mg/L in the heap-leach pad underdrain (compared to the applicable discharge limit of 0.022 mg/L), mercury at an average concentration of 12.4 µg/L (compared to the applicable water-quality criterion of 0.77 µg/L), and selenium in pit-lake water. The concentratio

4. Three documented process-solution releases from the heap-leach pad to an ephemeral tributary of the Reese River occurred through a torn geosynthetic liner at the Bonanza Creek Facility on the following dates: March 17, 2022; August 9, 2022; and January 22, 2023. Each release resulted in the unpermitted discharge of process solution containing elevated concentrations of cyanide and mercury to waters of the United S

5. Between 2021 and 2023, seventeen (17) avian mortalities were documented in the Bonanza Creek Facility's process-solution ponds, including mortalities of species protected under the Migratory Bird Treaty Act, 16 U.S.C. §§ 703–712. Although the Consent Decree does not resolve potential claims under the Migratory Bird Treaty Act, the avian mortality data formed part of the factual basis for the enforcement negotiatio

6. The Bonanza Creek Facility is subject to RCRA Corrective Action and Clean Water Act enforcement by the EPA, Region 9. The EPA Project Coordinator for the Bonanza Creek Facility is Jennifer Whitfield, EPA Region 9, 75 Hawthorne Street, San Francisco, California 94105. C. Terms of Joinder

1. Joinder as Co-Plaintiff. Nevada hereby joins as a co-plaintiff to the Consent Decree and agrees to be bound by the terms and conditions thereof as they pertain to the Bonanza Creek Facility. Nevada's joinder encompasses all provisions of the Consent Decree applicable to operations, remediation, monitoring, reporting, and enforcement at the Bonanza Creek Facility, including but not limited to the remediation obliga

2. Consent to Financial Terms. Nevada consents to the following financial provisions of the Consent Decree as they apply to the Bonanza Creek Facility: a. Bonanza Creek Remediation Cost. The negotiated cost of remediation for the Bonanza Creek Facility is Sixty-Three Million Two Hundred Thousand Dollars ($63,200,000) in nominal terms, to be expended over a period of twenty (20) years. The net present value of the Bon

3. Consent to Remediation Milestones. Nevada consents to the following remediation milestones set forth in the Consent Decree: a. The deadline for commencement of liner repair and containment measures at the Bonanza Creek Facility is June 14, 2026. b. Additional interim and final milestones for the Bonanza Creek Facility are set forth in Sections VIII and IX and Appendix E of the Consent Decree, to which Nevada conse

4. Reservation of State Rights. Nevada reserves the right to enforce its own state environmental statutes and regulations independently, to the extent not inconsistent with the terms of the Consent Decree. Nothing in this Joinder Agreement or in the Consent Decree shall be construed to limit or waive Nevada's sovereign authority to adopt, administer, and enforce state environmental laws, regulations, and permit condi

5. Acknowledgment of Financial Assurance, Independent Monitor, Dispute Resolution, and Stipulated Penalties. Nevada acknowledges and consents to the financial assurance package required under the Consent Decree in the aggregate amount of Two Hundred Forty-Five Million Dollars ($245,000,000), consisting of a surety bond of One Hundred Sixty-Five Million Dollars ($165,000,000) issued by Ironbark Surety of America, Inc.

6. State Permit Coordination. Nevada acknowledges that state permit coordination will occur in parallel with the Consent Decree requirements, including but not limited to water pollution control permits and mining reclamation permits administered by NV DEP. Nevada further acknowledges that the State's local counsel, sagebrush Law Group, PLLC (Denise Quartaro, Lead Partner; 3960 Howard Hughes Parkway, Suite 500, Las V

IV. JOINDER AGREEMENT — STATE OF WEST VIRGINIA A. Preamble The State of West Virginia, acting by and through the West Virginia Department of Environmental Protection ("WV DEP") and the West Virginia Attorney General's Office (collectively, "West Virginia"), hereby enters into this Joinder Agreement to formally join the Consent Decree as a co-plaintiff in the above-captioned action. The Attorney General of the State o

1. The State of West Virginia is a co-plaintiff and intervenor with respect to one of the four facilities addressed by the Consent Decree, as described below: a. Kanawha Bend Chemical Plant The Kanawha Bend Chemical Plant (the "Kanawha Bend Facility") is located at 2200 Chemical Valley Road, Institute, Kanawha County, West Virginia 25112. The Kanawha Bend Facility is a 78-acre chemical manufacturing facility engaged

2. West Virginia's regulatory interests in the Kanawha Bend Facility include, but are not limited to: (i) state National Pollutant Discharge Elimination System ("NPDES") permits administered under the West Virginia Water Pollution Control Act, West Virginia Code Chapter 22, Article 11; (ii) the West Virginia RCRA state-authorized hazardous waste program under the West Virginia Hazardous Waste Management Act, West Vir

3. With respect to the Kanawha Bend Facility, the principal contaminants of concern include sulfuric acid residuals in soils with pH values as low as 1.8 in near-surface and subsurface soils adjacent to the facility's former waste lagoon, heavy metals including lead at a maximum detected concentration of 4,200 mg/kg and arsenic at a maximum detected concentration of 890 mg/kg in subsurface soils near the former waste

4. The Kanawha Bend Facility holds RCRA Permit No. WVD048823915, administered by WV DEP under the state RCRA-authorized hazardous waste program, with EPA Region 3 oversight.

5. On June 14, 2020, a release of sulfuric acid from the Kanawha Bend Facility to a tributary of the Kanawha River triggered an EPA emergency response action. The EPA emergency response costs associated with this release totaled Three Million Eight Hundred Thousand Dollars ($3,800,000). The United States seeks reimbursement of these costs under Section 107 of CERCLA, 42 U.S.C. § 9607.

6. The alleged violations of federal environmental law at the Kanawha Bend Facility include: a. Violations of RCRA Section 3004, 42 U.S.C. § 6924, and RCRA Section 3005, 42 U.S.C. § 6925, arising from the failure to properly close a former surface impoundment and the unpermitted treatment of listed hazardous wastes K062 (spent pickle liquor from steel finishing operations used in the sulfuric acid regeneration proces

7. EPA Region 3 is the regulatory office with primary federal oversight responsibility for the Kanawha Bend Facility. C. Terms of Joinder

1. Joinder as Co-Plaintiff. West Virginia hereby joins as a co-plaintiff to the Consent Decree and agrees to be bound by the terms and conditions thereof as they pertain to the Kanawha Bend Facility. West Virginia's joinder encompasses all provisions of the Consent Decree applicable to operations, remediation, monitoring, reporting, and enforcement at the Kanawha Bend Facility, including but not limited to the remedi

2. Consent to Financial Terms. West Virginia consents to the following financial provisions of the Consent Decree as they apply to the Kanawha Bend Facility: a. Kanawha Bend Remediation Cost. The negotiated cost of remediation for the Kanawha Bend Facility is Thirty-Eight Million Nine Hundred Thousand Dollars ($38,900,000) in nominal terms, to be expended over a period of twenty (20) years. The net present value of t

3. Consent to Remediation Milestones. West Virginia consents to the following remediation milestones set forth in the Consent Decree: a. The deadline for completion of interim stabilization measures at the Kanawha Bend Facility is December 14, 2026. b. Additional interim and final milestones for the Kanawha Bend Facility are set forth in Sections VIII and IX and Appendix F of the Consent Decree, to which West Virgini

4. Reservation of State Rights. West Virginia reserves the right to enforce its own state environmental statutes and regulations independently, to the extent not inconsistent with the terms of the Consent Decree. Nothing in this Joinder Agreement or in the Consent Decree shall be construed to limit or waive West Virginia's sovereign authority to adopt, administer, and enforce state environmental laws, regulations, an

5. Acknowledgment of Financial Assurance, Independent Monitor, Dispute Resolution, and Stipulated Penalties. West Virginia acknowledges and consents to the financial assurance package required under the Consent Decree in the aggregate amount of Two Hundred Forty-Five Million Dollars ($245,000,000), consisting of a surety bond of One Hundred Sixty-Five Million Dollars ($165,000,000) issued by Ironbark Surety of Americ

6. State Permit Coordination. West Virginia acknowledges that state permit coordination will occur in parallel with the Consent Decree requirements, including but not limited to NPDES permits and RCRA state-authorized permits administered by WV DEP. West Virginia further acknowledges that the State's local counsel, Baxter, Tully & Crane PLLC (Nathan Tully, Lead Partner; 500 Lee Street East, Suite 1100, Charleston, We

V. GENERAL PROVISIONS APPLICABLE TO ALL STATE CO-PLAINTIFFS A. Representations and Warranties

1. Each State Co-Plaintiff represents and warrants that it has full legal authority to enter into this Joinder Agreement and to bind the State to the terms of the Consent Decree as they pertain to the facilities located within its jurisdiction. Each State Co-Plaintiff further represents and warrants that the execution, delivery, and performance of this Joinder Agreement have been duly authorized by all necessary gove

2. Each State Co-Plaintiff represents and warrants that the undersigned individual is duly authorized to execute this Joinder Agreement on behalf of the State and its participating agencies, and that the execution of this Joinder Agreement constitutes a valid and binding obligation of the State, enforceable in accordance with its terms, subject to applicable principles of sovereign immunity.

3. Each State Co-Plaintiff represents and warrants that, to the best of its knowledge, there are no pending or threatened actions, proceedings, investigations, or claims that would materially impair the ability of the State to perform its obligations under this Joinder Agreement or to participate as a co-plaintiff in the Consent Decree. B. Notices All notices to the State Co-Plaintiffs under the Consent Decree and th

VI. DEFENDANT ACKNOWLEDGMENT OF STATE JOINDERS The Defendants — Torchlight Mining Corp., Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC — hereby acknowledge and consent to the joinder of the States of Montana, Nevada, and West Virginia as co-plaintiffs to the Consent Decree, on the terms and conditions set forth in these Joinder Agreem

VII. UNITED STATES ACKNOWLEDGMENT OF STATE JOINDERS The United States of America, acting through the Department of Justice, Environment and Natural Resources Division, Environmental Enforcement Section, and the Environmental Protection Agency, Office of Enforcement and Compliance Assurance, hereby acknowledges and consents to the joinder of the States of Montana, Nevada, and West Virginia as co-plaintiffs to the Cons

VIII. EXHIBIT A — SUMMARY OF CONSENT DECREE FINANCIAL OBLIGATIONS BY STATE The following table summarizes the financial obligations under the Consent Decree, broken down by State and facility. All dollar amounts are in nominal terms unless otherwise indicated. This summary is provided for informational purposes and is subject to the detailed provisions of the Consent Decree, which shall control in the event of any in

1. Independent Monitor Costs. The estimated costs of the independent environmental monitor (Verdant Analytics, Inc.) are Four Million Eight Hundred Thousand Dollars ($4,800,000) over the initial five (5)-year monitoring term. These costs are allocated across all four facilities on a pro-rata basis relative to the remediation obligations at each facility and are not reflected in the state-specific subtotals set forth

2. Financial Assurance. The financial assurance package in the aggregate amount of Two Hundred Forty-Five Million Dollars ($245,000,000) — consisting of the surety bond of One Hundred Sixty-Five Million Dollars ($165,000,000) issued by Ironbark Surety of America, Inc. (Bond No. ISA-ENV-2025-08934) and the remediation trust fund of Eighty Million Dollars ($80,000,000) held by Larchfield Trust Company, N.A. (Trust Agre

3. Civil Penalty Payment Schedule. Civil penalties in the aggregate amount of Thirty-One Million Five Hundred Thousand Dollars ($31,500,000) shall be paid according to the following schedule: a. First installment — Twenty-five percent (25%), equaling Seven Million Eight Hundred Seventy-Five Thousand Dollars ($7,875,000) — due within thirty (30) days of the Effective Date of the Consent Decree (anticipated due date: J

4. Net Present Value. For reference, the net present values of the remediation obligations, calculated at a discount rate of three percent (3%), are as follows: Ridgecrest — $134.9M; Gallatin — $34.1M; Bonanza Creek — $47.1M; Kanawha Bend — $29.0M; Total NPV of remediation obligations — $245.1M.

IX. CERTIFICATE OF COUNSEL The undersigned counsel for each State Co-Plaintiff hereby certify that the foregoing Joinder Agreements have been duly authorized and executed by the appropriate officers and agencies of the respective States, in accordance with applicable state law, and that each undersigned individual is duly authorized to execute this Certificate of Counsel on behalf of the respective State. The undersi