Contract analysis

I. EXECUTIVE SUMMARY On July 16, 2024, Torchlight Mining Corp. ("Torchlight" or "TMC"), a corporation organized under the laws of the Province of British Columbia, Canada, and listed on the New York Stock Exchange (NYSE: TMC) and the Toronto Stock Exchange (TSX: TMC.TO), closed its $45,000,000 all-cash tender offer (the "Offer") for all 18,000,000 outstanding shares of common stock, par value $0.001 per share (the "S

II. PARTIES AND ADVISORS A. Torchlight Mining Corp. (Acquirer / Client) Full Legal Name: Torchlight Mining Corp. Entity Type: Corporation organized and existing under the Business Corporations Act (British Columbia), Canada Headquarters: 1200 – 885 West Georgia Street, Vancouver, BC V6C 3E8, Canada Stock Exchange Listings: New York Stock Exchange (NYSE: TMC); Toronto Stock Exchange (TSX: TMC.TO); Torchlight is a "for

1. Acquirer's Counsel — Calderwood & Harkness LLP Address: 900 Third Avenue, 28th Floor, New York, NY 10022 Key Personnel: Calderwood & Harkness served as legal counsel to Torchlight in connection with all aspects of the transaction, including structuring, negotiation, preparation of the Schedule TO and related SEC filings, preparation of the Offer-to-Purchase Agreement and ancillary agreements, HSR Act and Investmen

2. Target's Counsel — Galbraith Haver & Steele LLP Address: One Liberty Plaza, 52nd Floor, New York, NY 10006 Key Personnel: Galbraith Haver & Steele served as legal counsel to Ridgeline and its Special Committee in connection with the evaluation of the Offer, the negotiation of the Offer-to-Purchase Agreement, the preparation of the Schedule 14D-9, and related matters. Target counsel fees are subject to reimbursemen

3. Acquirer's Financial Advisor — Blackford Ames Securities LLC Address: 200 Park Avenue, Suite 4400, New York, NY 10166 Key Personnel: Richard Capewell, Managing Director Blackford Ames served as financial advisor to Torchlight and delivered a fairness opinion to the Torchlight Board of Directors confirming that the Offer Price of $2.50 per Share was fair, from a financial point of view, to Torchlight. The advisory

4. Target's Financial Advisor — Whitfield Partners LLC Address: 161 North Clark Street, Suite 2800, Chicago, IL 60601 Key Personnel: Joanna Whitfield, Managing Director Whitfield Partners served as financial advisor to the Ridgeline Special Committee and delivered a fairness opinion confirming that the Offer Price of $2.50 per Share was fair, from a financial point of view, to the holders of Ridgeline common stock (o

5. Acquirer's Auditor — Fessenden & Co., CPA Address: 800 – 1055 Dunsmuir Street, Vancouver, BC V7X 1L3 Key Personnel: Christine Maheux, Lead Engagement Partner

6. Target's Auditor — Aldgate Pryor LLP, CPA Address: 211 West Fort Street, Suite 500, Detroit, MI 48226 Key Personnel: Dennis Pryor, Lead Engagement Partner

7. R&W Insurance Broker — Cartwright Insurance Group Ltd. Address: 120 Broadway, Suite 3510, New York, NY 10271 Cartwright placed the representations and warranties insurance policy with Northern Shield Specialty Insurance Co. on behalf of the transaction parties.

8. R&W Insurer — Northern Shield Specialty Insurance Co. Domicile: State of Connecticut Northern Shield issued the representations and warranties insurance policy (Policy No. NSW-RWI-2024-05117) in connection with the transaction.

III. TRANSACTION TIMELINE The following table sets forth a complete chronological summary of the material dates, events, and milestones in connection with the Offer and the Merger. All dates referenced below are in 2024 unless otherwise specified.

IV. CLOSING DELIVERABLES CHECKLIST This Section IV sets forth a comprehensive checklist of all closing deliverables in connection with the Offer and the Merger, organized by category. The status of each deliverable is indicated. Copies of all documents referenced below are maintained in the Firm's document management system and are appended to this Memorandum as the exhibits referenced in Section XI. A. Transaction A

1. Offer-to-Purchase Agreement (Execution Version) Date: May 2, 2024 Parties: Torchlight Mining Corp. and Ridgeline Cobalt Inc. Signatories: Henrik Aldermann (Chief Executive Officer, Torchlight Mining Corp.) and Gordon McTavish (Chief Executive Officer, Ridgeline Cobalt Inc.) Summary: The Offer-to-Purchase Agreement is the definitive transaction agreement governing the Offer and sets forth the complete terms and con

2. Tender & Support Agreement Date: April 8, 2024 Parties: Torchlight Mining Corp. and Pinnacle Venture Resources Fund II, LP Signatories: Nils Brenner (Senior Vice President, Corporate Development, Torchlight Mining Corp.) and Theodore "Ted" Vanderhoek (Managing Partner, Pinnacle Venture Resources GP II, LLC, in its capacity as general partner of Pinnacle Venture Resources Fund II, LP) Summary: Pursuant to the Tende

3. Escrow Agreement Date: July 16, 2024 Parties: Torchlight Mining Corp., the Shareholder Representative (as defined therein), and Clearmont National Bank, N.A. (as escrow agent) Summary: Pursuant to the Escrow Agreement, Torchlight deposited $9,000,000 (representing 20% of the aggregate Offer consideration) into an indemnification escrow account (Escrow Account No. 4410-7832-001) at Clearmont National Bank, N.A. The

4. Officer's Certificate — Satisfaction of Conditions to Closing (Torchlight) Date: July 16, 2024 Signatories: Henrik Aldermann (Chief Executive Officer, Torchlight Mining Corp.) and Marguerite Soo-Chan (Chief Financial Officer, Torchlight Mining Corp.) Summary: The Officer's Certificate certifies, as of the closing date, the following: (i) A total of 16,740,000 Shares have been validly tendered and not withdrawn as

5. Ridgeline Officer's Certificate / Bring-Down Certificate Date: July 16, 2024 Signatories: Gordon McTavish (Chief Executive Officer, Ridgeline Cobalt Inc.) and Elaine Bricker (Chief Financial Officer, Ridgeline Cobalt Inc.) Summary: The Ridgeline Officer's Certificate certifies, as of the closing date, the following: (i) the representations and warranties of Ridgeline set forth in the Offer-to-Purchase Agreement ar

6. Certificate of Merger (Short-Form Merger under DGCL § 253) Filing Date: July 16, 2024 Filed with: Secretary of State of the State of Delaware Summary: The Certificate of Merger was filed on the closing date to effect the short-form merger of Ridgeline Cobalt Inc. (a Delaware corporation) with and into Torchlight Mining Corp. (a British Columbia corporation registered as a foreign corporation in the State of Delawa

7. Ridgeline Certificate of Good Standing — Delaware Secretary of State Certificate of Good Standing issued by the Secretary of State of the State of Delaware confirming that Ridgeline Cobalt Inc. was in good standing under the laws of the State of Delaware as of a date within five (5) business days of the closing date. Status: Received. (See Exhibit N.)

8. Ridgeline Certificate of Good Standing / Authority — Michigan Department of Licensing and Regulatory Affairs (LARA) Certificate of Good Standing (or Certificate of Authority, as applicable) issued by the Michigan Department of Licensing and Regulatory Affairs confirming that Ridgeline Cobalt Inc. was authorized to transact business in the State of Michigan and was in good standing as of a date within five (5) busi

9. Torchlight Certificate of Status — British Columbia Registrar of Companies Certificate of Status issued by the Registrar of Companies for the Province of British Columbia confirming that Torchlight Mining Corp. is in good standing under the Business Corporations Act (British Columbia). Status: Received. (See Exhibit N.)

10. Torchlight Certificate of Good Standing — Delaware Secretary of State (as Registered Foreign Corporation) Certificate of Good Standing issued by the Secretary of State of the State of Delaware confirming that Torchlight Mining Corp. is qualified as a foreign corporation and in good standing in the State of Delaware. Status: Received. (See Exhibit N.) E. Regulatory Clearances

11. HSR Act Early Termination Notification Transaction Number: 20241387 Filing Date: March 21, 2024 Filing Fee: $111,000 (Tier 1, based on the $45,000,000 transaction value) Outcome: Early termination of the initial 30-day waiting period was granted by the FTC on April 18, 2024. No second request was issued by either the FTC or the DOJ. No conditions, consent decrees, or other requirements were imposed. Status: Confi

12. Investment Canada Act Clearance Filing Date: March 25, 2024 Clearance Date: April 29, 2024 Outcome: Notification reviewed by ISED. Clearance was granted without conditions. The transaction was reviewed under the notification provisions of the Investment Canada Act (rather than the net benefit review standard applicable to larger transactions) given that the transaction value did not exceed the applicable review t

13. Blackford Ames Securities LLC Fairness Opinion Fairness opinion delivered by Blackford Ames Securities LLC to the Torchlight Board of Directors, opining that, as of the date of such opinion and based upon and subject to the assumptions, qualifications, and limitations set forth therein, the Offer Price of $2.50 per Share to be paid by Torchlight was fair, from a financial point of view, to Torchlight. The fairnes

14. Whitfield Partners LLC Fairness Opinion Fairness opinion delivered by Whitfield Partners LLC to the Ridgeline Special Committee, opining that, as of the date of such opinion and based upon and subject to the assumptions, qualifications, and limitations set forth therein, the Offer Price of $2.50 per Share to be received by the holders of Ridgeline common stock (other than Torchlight and its affiliates) was fair,

15. Representations & Warranties Insurance Policy Insurer: Northern Shield Specialty Insurance Co. (domiciled in Connecticut) Policy Number: NSW-RWI-2024-05117 Policy Limit: $9,000,000 Retention: $9,000,000 (equal to the indemnification escrow amount; the R&W insurance policy attaches in excess of the retention, meaning that the escrowed funds must be exhausted before the policy responds) Policy Term: Three (3) years

16. Depositary Agreement with Hargrove Depositary Services, Inc. Address: 55 Water Street, New York, NY 10041 Hargrove was appointed as depositary and paying agent for the Offer pursuant to the Depositary Agreement. In such capacity, Hargrove was responsible for receiving tenders of Shares (in both certificated and book-entry form), processing Letters of Transmittal and Notices of Guaranteed Delivery, holding tendere

17. Letter of Transmittal The Letter of Transmittal was prepared and distributed to holders of Ridgeline common stock through Dominion Transfer & Trust Co. (as transfer agent for RCI) and Hargrove Depositary Services, Inc. (as depositary). The Letter of Transmittal provided the mechanism by which holders of Shares tendered their Shares in the Offer. Copies of the Letter of Transmittal were included as an exhibit to t

18. Final Certification of Tender Results Certified by: Hargrove Depositary Services, Inc. Date: As of July 10, 2024 (the extended expiration date of the Offer) Results: 16,740,000 Shares validly tendered and not withdrawn out of 18,000,000 Shares outstanding, representing approximately 93.0% of the Shares outstanding. The certified results confirmed that the minimum tender condition of 11,500,001 Shares had been sat

19. Revolver Draw Confirmation — Meridian Commercial Bank, N.A. Confirmation of draw of C$40,000,000 (approximately US$29,200,000 at a spot exchange rate of C$1.00 = US$0.73) under Torchlight's existing C$500,000,000 revolving credit facility. The revolving credit facility was entered into on September 15, 2022, between Torchlight Mining Corp. (as borrower) and a syndicate of lenders led by Meridian Commercial Bank,

20. Torchlight Treasury Certification Certification by Marguerite Soo-Chan (Chief Financial Officer, Torchlight Mining Corp.) that the balance of the aggregate Offer consideration and transaction costs not funded by the revolving credit facility draw (Wire No. 19 above) was funded from Torchlight's cash on hand and general corporate funds. Status: Confirmed. J. Miscellaneous Closing Documents

21. SEC Schedule TO Filing Accession Number: 0001193125-24-072841 Filing Date: March 14, 2024 Filed by: Torchlight Mining Corp. The Schedule TO was filed with the SEC in connection with the commencement of the Offer and included the Offer to Purchase, the Letter of Transmittal, and related exhibits. Amendments to the Schedule TO were filed as required to reflect changes in the terms or conditions of the Offer and to

22. Ridgeline Schedule 14D-9 Filing Accession Number: 0001193125-24-088234 Filing Date: April 5, 2024 Filed by: Ridgeline Cobalt Inc. The Schedule 14D-9 was filed with the SEC by Ridgeline and contained the recommendation of the Ridgeline Board of Directors (acting on the recommendation of the Special Committee) that Ridgeline shareholders tender their Shares in the Offer. The Schedule 14D-9 was prepared by Galbraith

23. Bring-Down Due Diligence Request Letter Date: July 8, 2024 From: Derek Okonkwo (Calderwood & Harkness LLP) To: Martin Galbraith and Rebecca Tsang (Galbraith Haver & Steele LLP) Summary: The Bring-Down Due Diligence Request Letter was sent on behalf of Torchlight to request updated information from Ridgeline and its counsel in advance of closing. The letter specifically requested the following: (a) Updated disclos

24. Convertible Note Payoff Letter — Pinnacle Venture Resources Fund II, LP Summary: The Convertible Note Payoff Letter confirms the total payoff amount required to satisfy in full the 6.5% senior secured convertible notes held by Pinnacle Venture Resources Fund II, LP. The payoff amount is calculated as follows: • Principal: $7,800,000 • Accrued and unpaid interest: $275,014 (calculated at a rate of 6.5% per annum o

25. Ridgeline Board Resolutions Resolutions of the Board of Directors of Ridgeline Cobalt Inc. approving the closing of the Offer and the Merger and authorizing Ridgeline's officers to execute and deliver all closing documents, instruments, and certificates required in connection therewith. Status: Certified copies on file. (See Exhibit O.)

26. Torchlight Board Resolutions Resolutions of the Board of Directors of Torchlight Mining Corp. approving the closing of the Offer, the acceptance of all validly tendered Shares for payment, and the effectuation of the short-form merger under DGCL § 253, and authorizing Torchlight's officers to execute and deliver all closing documents, instruments, and certificates, to file the Certificate of Merger with the Delaw

V. FUNDS FLOW SUMMARY The following table sets forth all wire transfers executed on or about the closing date (July 16, 2024) in connection with the Offer and the Merger. All wires were initiated by Torchlight Mining Corp. unless otherwise noted. Source of Funds: (a) Revolving Credit Facility Draw: C$40,000,000 (approximately US$29,200,000 at a spot exchange rate of C$1.00 = US$0.73) drawn under Torchlight's existing

VI. SATISFACTION OF CONDITIONS TO CLOSING This Section sets forth the conditions to the closing of the Offer as specified in the Offer-to-Purchase Agreement and the manner in which each condition was satisfied. A. Minimum Tender Condition The Offer-to-Purchase Agreement provided that Torchlight was not obligated to accept for payment, or to pay for, any Shares tendered in the Offer unless, as of the expiration date o

1. Hart-Scott-Rodino Antitrust Improvements Act of 1976 The Offer-to-Purchase Agreement conditioned the closing of the Offer on the expiration or termination of the applicable waiting period under the HSR Act. The HSR Act notification was filed on March 21, 2024 (Transaction No. 20241387), and early termination of the initial 30-day waiting period was granted by the FTC on April 18, 2024. No second request was issued

2. Investment Canada Act The Offer-to-Purchase Agreement conditioned the closing of the Offer on receipt of clearance or a determination that no review is required under the Investment Canada Act. A notification was filed with ISED on March 25, 2024, and clearance was received on April 29, 2024. No conditions were imposed on the transaction. Status: Satisfied. C. Representations and Warranties Bring-Down The Offer-to

VII. SHORT-FORM MERGER Following Torchlight's acceptance for payment of all 16,740,000 validly tendered Shares on July 16, 2024, Torchlight owned 16,740,000 of the 18,000,000 Shares outstanding, representing approximately 93.0% of the total outstanding Shares. This ownership level exceeded the 90% threshold required under Section 253 of the DGCL for the effectuation of a short-form merger without a stockholder vote o

VIII. POST-CLOSING OBLIGATIONS AND ACTION ITEMS The following post-closing obligations and action items have been identified in connection with the Offer and the Merger. Calderwood & Harkness will continue to advise Torchlight with respect to these matters as requested. A. Escrow Monitoring The indemnification escrow of $9,000,000 is held at Clearmont National Bank, N.A. (Escrow Account No. 4410-7832-001) pursuant to

1. Ontario Mining Claims — Hawk Ridge Project Ontario Mining Claims 4271883 through 4271947 (65 claims) are located in the Timiskaming District, Ontario, Canada, and constitute the Hawk Ridge Project. Torchlight should confirm the transfer of these mining claims into the name of Torchlight Mining Corp. or its designated subsidiary and coordinate with the Ontario Ministry of Mines (Mining Lands Administration System)

2. Michigan Mineral Leases — Iron Lake Project Michigan DEQ Lease Nos. ML-2021-0334 and ML-2021-0335 (collectively, the "Iron Lake Leases") are mineral leases for the Iron Lake Project located in Baraga County, Michigan. Torchlight should confirm that the Merger effects an assignment or continuation of the Iron Lake Leases by operation of law and coordinate with the Michigan Department of Environment, Great Lakes, an

I. Integration Matters Operational integration of Ridgeline's assets and operations into Torchlight will be coordinated by Nils Brenner (Senior Vice President, Corporate Development, Torchlight) and former Ridgeline management (including Gordon McTavish, to the extent retained in a transitional capacity). Key integration priorities include: • Cobalt Feedstock Supply: Torchlight's battery-grade cobalt sulfate refinery

IX. FEE SUMMARY The following table summarizes the fees and costs incurred by Torchlight Mining Corp. in connection with the Offer and the Merger, including legal fees, financial advisory fees, insurance premiums, regulatory filing fees, and depositary fees. The Calderwood & Harkness fee estimate of $480,000 to $540,000 is based on hours incurred through the closing date and estimated post-closing work (including SEC

X. KEY CONTACT LIST The following table sets forth the key contacts for all parties and advisors involved in the transaction, with reference to their respective roles in post-closing matters.

XI. EXHIBIT / APPENDIX INDEX The following exhibits and appendices are appended to this Closing Memorandum and are incorporated herein by reference. Each exhibit contains the document or materials referenced in the corresponding section of this Memorandum. Original executed documents are maintained in the Firm's document management system, and copies have been provided to the client. — End of Closing Memorandum — PRI