Contract analysis

I. Updated Disclosure Schedules We request that Ridgeline prepare and deliver updated and supplemented disclosure schedules to the Agreement, reflecting any and all changes, developments, or new information that has arisen between the date of execution of the Agreement (May 2, 2024) and the Closing Date (anticipated July 16, 2024). This request extends to each disclosure schedule delivered at the time of signing, inc

II. Officer's Certificates We request that Ridgeline deliver officer's certificate(s) executed by Gordon McTavish, in his capacity as Chief Executive Officer of Ridgeline Cobalt Inc., and by Elaine Bricker, in her capacity as Chief Financial Officer of Ridgeline Cobalt Inc., certifying each of the following as of the Closing Date, in form and substance reasonably satisfactory to Torchlight and its counsel: (a) Repres

III. Bring-Down Certificate — No Material Adverse Effect In addition to the certification referenced in Section II(c) above, we request a separate or, if Ridgeline prefers, a combined certification specifically confirming that since December 31, 2023 — the date of the most recent audited financial statements of Ridgeline, which were audited by Aldgate Pryor LLP, Certified Public Accountants, located at 211 West Fort

IV. Good Standing Certificates We request that Ridgeline obtain and deliver certificates of good standing from each of the following jurisdictions: A. Delaware Secretary of State A certificate of good standing (or certificate of status) for Ridgeline Cobalt Inc. issued by the Secretary of State of the State of Delaware, dated no earlier than five (5) business days prior to the Closing Date. We note that Ridgeline's r

V. Confirmation Regarding Mining Claims and Mineral Leases We request written confirmation from Ridgeline, in a form reasonably satisfactory to Torchlight and its counsel, regarding the current status of each of the following mineral properties: A. Hawk Ridge Project (Ontario, Canada) We request a certification or confirmation letter, executed by an appropriate officer of Ridgeline, confirming the following with resp

VI. Litigation and Proceedings Confirmation We request a certificate or written confirmation executed by an appropriate officer of Ridgeline, and, if available, supplemented by a letter or confirmation from GH&S in its capacity as litigation counsel (if applicable), confirming each of the following as of the Closing Date: (a) No litigation, lawsuit, action, claim, arbitration, mediation, administrative proceeding, go

VII. Convertible Note Confirmation We request a comprehensive confirmation from Ridgeline regarding the current status of the $7,800,000 in aggregate principal amount of 6.5% senior secured convertible notes due June 30, 2026 (the "Notes"), issued pursuant to that certain Indenture dated June 30, 2022, by and between Ridgeline, as issuer, and the holders thereof. As you are aware, the Notes are held by Pinnacle Ventu

VIII. Regulatory Clearance Confirmations We request written confirmation from Ridgeline that, to its knowledge and after reasonable inquiry, each of the following remains accurate and complete as of the date of such confirmation: (a) Hart-Scott-Rodino Antitrust Improvements Act. Early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), was gran

IX. Shareholder Representative Designation Pursuant to Section 8.3 of the Agreement, we request that Ridgeline and its stockholders identify and confirm the designation of the Shareholder Representative who will serve in such capacity under the Escrow Agreement to be entered into at the Closing among Torchlight, the Shareholder Representative, and Clearmont National Bank, N.A., as escrow agent (the "Escrow Agent"). F

X. Additional Closing Deliverables In addition to the foregoing, we request that Ridgeline prepare and deliver each of the following certificates, documents, or instruments required to be delivered by Ridgeline at or prior to the Closing under the Agreement: (a) FIRPTA Certificate. A certificate in the form prescribed by Treasury Regulation Section 1.1445-2(c)(3), or an equivalent certification, confirming that Ridge

XI. Response Deadline and Delivery Instructions All items requested in this letter should be delivered to Calderwood & Harkness LLP no later than 5:00 p.m. (Eastern Time) on July 12, 2024. Initial delivery by email is acceptable, provided that original executed hard copies of all certificates and other documents requiring original signatures are delivered by overnight courier to arrive no later than one (1) business