Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes the material findings from our comprehensive legal due diligence review of Ridgeline Cobalt Inc. ("Ridgeline" or "RCI") in connection with the proposed $45,000,000 all-cash tender offer by our client, Torchlight Mining Corp. ("Torchlight" or "TMC"), to acquire all 18,000,000 outstanding shares of common stock of RCI at a price of $2.50 per share (the "Tender Offer" or t

II. CORPORATE ORGANIZATION AND GOOD STANDING A. Incorporation and Organizational Documents Ridgeline Cobalt Inc. is a corporation organized and existing under the laws of the State of Delaware. RCI was incorporated on September 12, 2018, with a Certificate of Incorporation filed with the Delaware Secretary of State, Division of Corporations. The company's Employer Identification Number ("EIN") is 83-2196504. RCI main

III. CAPITALIZATION A. Common Stock RCI has 18,000,000 shares of common stock, par value $0.001 per share, issued and outstanding as of the date of this memorandum. As noted in Section II.A above, RCI's Certificate of Incorporation authorizes the issuance of up to 50,000,000 shares of common stock and 5,000,000 shares of preferred stock. No shares of preferred stock are issued or outstanding. RCI's common stock is li

IV. MINING TITLES AND PROPERTY INTERESTS A. Hawk Ridge Project (Ontario, Canada) The Hawk Ridge Project is the principal asset of RCI and the primary driver of value in the Transaction. The project is located in the Timiskaming District of Ontario, Canada, approximately 75 kilometers northeast of the City of Velmoran Lake. The project encompasses an aggregate area of approximately 12,400 hectares. Mining Claims. The

V. ENVIRONMENTAL COMPLIANCE A. Hawk Ridge Project — Ontario Environmental Review We reviewed the environmental permits, filings, and compliance history for the Hawk Ridge Project in Ontario. The key regulatory framework applicable to the Hawk Ridge Project includes the Ontario Mining Act, the Ontario Environmental Protection Act, the Ontario Water Resources Act, and the Environmental Assessment Act (Ontario). Explora

VI. MATERIAL CONTRACTS A. Convertible Note Indenture As described in detail in Section III.B above, RCI is party to an Indenture dated June 30, 2022, with Pinnacle Venture Resources Fund II, LP, governing the $7,800,000 in 6.5% Senior Secured Convertible Notes due June 30, 2026. The Indenture is the most significant material contract to which RCI is a party, both in terms of the magnitude of the financial obligation

VII. LITIGATION AND PROCEEDINGS A. Pending Litigation We conducted comprehensive litigation searches of the following court systems and dockets: • U.S. federal courts (PACER system) — all districts • Delaware Court of Chancery and Delaware Superior Court • Michigan circuit courts (Marquette County, Baraga County, and Wayne County) • Ontario Superior Court of Justice and Ontario Court of Justice (Timiskaming District

VIII. INTELLECTUAL PROPERTY A. Patents and Patent Applications We reviewed the VDR for any patents or patent applications held by RCI or RCI Canada. Our review confirmed that RCI does not hold any issued patents and does not have any pending patent applications. This is consistent with RCI's profile as a junior mining exploration company. Mining companies at this stage of development typically do not possess patentab

IX. REGULATORY AND COMPLIANCE MATTERS A. SEC Reporting Compliance RCI is a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with its common stock listed on NYSE American. As such, RCI is subject to the periodic reporting requirements of Sections 13 and 15(d) of the Exchange Act. We reviewed the following SEC filings made by RCI during the three most recent fiscal years and

X. FINANCIAL OVERVIEW While detailed financial due diligence has been conducted separately by Torchlight's financial advisor, Blackford Ames Securities LLC, we set forth below a summary of key financial metrics for RCI that are relevant to the legal due diligence analysis. The financial data summarized herein is derived from RCI's audited financial statements for FY 2023 and publicly available SEC filings. RCI is an

XI. KEY RISK ITEMS AND RECOMMENDED INDEMNIFICATION PROTECTIONS A. Summary of Identified Risk Items Based on our comprehensive due diligence review, we have identified the following key risk items that warrant attention in structuring the Transaction and negotiating the definitive Offer-to-Purchase Agreement:

1. Mining Title Risk (Hawk Ridge and Iron Lake). While our title review did not identify any material defects in the mining claims or mineral leases, the mining claims regime in Ontario inherently carries certain risks, including the possibility of challenges to claim validity, failures to comply with assessment work requirements that may not be apparent from the public record, or adverse claims by third parties (inc

2. Convertible Note Change-of-Control Provisions. The $7,800,000 Convertible Notes held by Pinnacle contain change-of-control provisions that could have created a significant impediment to the Transaction. This risk has been effectively mitigated by the execution of the Tender & Support Agreement