Contract analysis

1. Scope of Representation The Firm will serve as outside legal counsel to Torchlight in connection with all phases of the Transaction, including but not limited to the following: (a) Structuring and Planning. We will advise the Client on the overall structure of the Transaction as a two-step acquisition consisting of (i) a cash tender offer pursuant to Section 14(d) of the Securities Exchange Act of 1934, as amended

2. Exclusions and Limitations on Scope Notwithstanding the broad scope of our representation set forth above, this engagement does not include representation in connection with the following matters: (a) Canadian securities law matters, including compliance with applicable Canadian provincial securities laws, the rules and policies of any Canadian securities regulatory authority, or the Toronto Stock Exchange. The Cl

3. Engagement Team The following attorneys have been assigned to this engagement and will form the core engagement team: Responsible Partner: Beatrice Holloway. Ms. Holloway is a Partner in the Firm's Mergers & Acquisitions Group and will have overall responsibility for the engagement, including strategic advice to the Client, participation in senior-level negotiations with Ridgeline and its counsel, review and super

4. Client Contacts The Firm's primary contacts at Torchlight for purposes of this engagement will be: • Patricia Edevane, Esq., General Counsel, Torchlight Mining Corp. • Nils Brenner, Senior Vice President, Corporate Development, Torchlight Mining Corp. All privileged communications relating to the Transaction will be directed through Ms. Edevane unless otherwise agreed in writing. The Client acknowledges that commu

5. Fees and Billing Arrangements (a) Hourly Rates. The Firm will bill for professional services on an hourly basis at the standard rates of the attorneys and professional staff assigned to this matter. The current standard hourly rates for the engagement team are as follows: The rates set forth above are the Firm's standard rates in effect as of the date of this Engagement Letter. The Firm's hourly rates are subject

6. Engagement of Third-Party Advisors The Firm understands that Torchlight has separately engaged Blackford Ames Securities LLC ("Blackford Ames") as its financial advisor in connection with the Transaction, with Richard Capewell, Managing Director, serving as the lead engagement professional for Blackford Ames. The Firm will coordinate with Blackford Ames on Transaction structuring, valuation analysis, the fairness

7. Conflicts of Interest The Firm has conducted a comprehensive conflicts check based on information currently available to us, including information provided by the Client and publicly available information regarding the parties to the Transaction, and confirms the following: (a) The Firm does not currently represent, and has not within the past twenty-four (24) months represented, Ridgeline Cobalt Inc., Pinnacle Ve

8. Confidentiality The Firm will maintain the confidentiality of all information provided by or on behalf of the Client in connection with this engagement, including without limitation information relating to the Transaction, the Client's business, operations, financial condition, strategies, and proprietary data (collectively, "Confidential Information"), in accordance with the Firm's professional and ethical obliga

9. Document Retention Upon completion or termination of this engagement, the Firm will retain engagement files in accordance with its standard document retention policies, which are summarized below: (a) Client Documents. Original documents and instruments belonging to the Client that were provided to the Firm in connection with the engagement will be returned to the Client upon written request. To the extent that su

10. Termination of Engagement Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. Such notice may be provided by email to the primary contacts identified herein, followed by confirmation by overnight courier or certified mail. Upon termination of the engagement by either party: (a) the Client will be responsible for payment of all fees and disbursements incu

11. Limitation of Liability To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client in connection with this engagement, whether based in contract, tort, negligence, strict liability, or otherwise, shall not exceed the total amount of professional fees actually paid by the Client to the Firm for services rendered under this Engagement Letter. This limitation of liability shall n

12. Governing Law and Dispute Resolution This Engagement Letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. The Client irrevocably submits to the personal jurisdiction of the federal and state courts located in the County of New York, State of New York, for any action ar

13. No Guarantee of Outcome The Firm will use its best professional efforts in providing legal services to the Client in connection with this engagement. However, the Client acknowledges and agrees that the practice of law involves inherent uncertainties and that the Firm makes no guarantee, warranty, or representation regarding the outcome of the Transaction or any aspect thereof. Without limitation, the Firm does n

14. Entire Agreement and Amendments This Engagement Letter constitutes the entire agreement between the Firm and the Client regarding the terms and conditions of the Firm's engagement in connection with the Transaction and supersedes all prior discussions, understandings, negotiations, and agreements between the parties relating hereto, whether written or oral. There are no representations, warranties, or commitments

15. Acceptance and Countersignature If the foregoing terms are acceptable to Torchlight, please confirm the Client's acceptance of the terms of this engagement by having an authorized representative of the Client sign and date this Engagement Letter in the space provided below and return an executed copy to the undersigned at the following address: Beatrice Holloway, Partner Calderwood & Harkness LLP 900 Third Avenue