Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Acquisition Proposal" means any inquiry, proposal, or offer from any Person (other than Torchlight or any of its Affiliates) relating to any (a) merger, consolidation, business combination, recapitalization, liquidation, dissolution, or similar transaction involving Ridgeline, (b) acquisition by any Pe

Section 1.2 — Rules of Construction (a) Unless the context otherwise requires, references in this Agreement to "Articles," "Sections," "Exhibits," and "Schedules" shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement. (b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The words "hereof," "herein," "her

Section 2.1 — The Offer (a) Subject to the terms and conditions of this Agreement, Torchlight shall make a cash tender offer to acquire all outstanding Shares of Company Common Stock at the Offer Price of $2.50 per Share, net to the seller in cash, without interest thereon and subject to any applicable withholding of Taxes. The aggregate consideration to be paid by Torchlight for all 18,000,000 outstanding Shares equ

Section 2.2 — Expiration and Extension of the Offer (a) The Offer is initially scheduled to expire at 12:00 midnight, New York City time, on June 14, 2024 (the "Initial Expiration Date"). The term "Expiration Date" shall mean the Initial Expiration Date, as it may be extended pursuant to this Section 2.2. (b) Torchlight may, in its sole discretion, extend the Offer in one or more successive periods of not more than t

Section 2.3 — Conditions to the Offer Notwithstanding any other provision of this Agreement, Torchlight shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, to pay for any Shares tendered pursuant to the Offer unless each of the following conditions shall have been satisfied or waived (where permissible) as of the Expiration Date: (a) Minimum Condition The number

Section 2.4 — Acceptance for Payment; Payment (a) Promptly after the Expiration Date (and in any event within two (2) Business Days thereafter), subject to satisfaction or waiver (where permissible) of all conditions set forth in Section 2.3, Torchlight shall (i) accept for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer and (ii) pay for such Shares by depositing the aggregate Off

Section 2.5 — Closing (a) The closing of the Offer (the "Closing") shall take place on the date on which Shares are first accepted for payment pursuant to the Offer (the "Closing Date"), at the offices of Calderwood & Harkness LLP, 900 Third Avenue, 28th Floor, New York, NY 10022, or at such other place, date, and time as the parties may mutually agree in writing. (b) Simultaneously with or promptly following the Clo

Section 2.6 — Source of Funds (a) Torchlight shall fund the Aggregate Offer Consideration ($45,000,000), the Convertible Note Payoff (as defined in Section 3.6, being $8,075,014), the Escrow Amount ($9,000,000), and all related transaction fees and expenses entirely from (i) Treasury Cash and (ii) a draw on the Revolving Credit Facility. (b) The anticipated draw on the Revolving Credit Facility at or prior to the Clo

Section 2.7 — Withdrawal Rights Any stockholder of Ridgeline who has tendered Shares pursuant to the Offer may withdraw such tender at any time prior to the Expiration Date. All withdrawals shall be made in accordance with Rule 14d-7 promulgated under the Exchange Act and the procedures set forth in the Letter of Transmittal. Shares properly withdrawn shall not be deemed to have been validly tendered for purposes of

Section 2.8 — Subsequent Offering Period Following the acceptance for payment of Shares pursuant to the Offer, Torchlight may, but shall not be required to, provide a subsequent offering period of between three (3) and twenty (20) Business Days in accordance with Rule 14d-11 promulgated under the Exchange Act, during which additional Shares may be tendered. No withdrawal rights shall apply to Shares tendered during a

Section 3.1 — The Merger (a) Following the Closing, if Torchlight (together with its Affiliates) owns at least ninety percent (90%) of the outstanding Shares (the Short-Form Merger Threshold), Torchlight shall effect the Merger as a "short-form" merger pursuant to Section 253 of the DGCL, as promptly as practicable following the Closing, without a vote or approval of the stockholders of Ridgeline. In such event, the

Section 3.2 — Certificate of Merger (a) Torchlight shall cause the Certificate of Merger, substantially in the form attached hereto as Exhibit D, to be duly executed, verified, acknowledged, and filed with the Secretary of State of the State of Delaware on the Closing Date (or, if the Merger is to be effected as a long-form merger, on the date of stockholder approval thereof), or as soon as practicable thereafter. (b

Section 3.3 — Effects of the Merger (a) At the Effective Time, Ridgeline shall be merged with and into Torchlight in accordance with the DGCL. Ridgeline shall thereupon cease to exist as a separate entity. Torchlight shall be the Surviving Entity and shall continue to be governed by the laws of the Province of British Columbia, Canada. The Merger shall have the effects set forth in the DGCL. (b) The articles of incor

Section 3.4 — Conversion of Shares (a) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares then owned by Torchlight, Ridgeline, or any wholly owned subsidiary of either Torchlight or Ridgeline, and (ii) Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive th

Section 3.5 — Treatment of Options and Warrants At the Effective Time, each outstanding and unexercised option and warrant to purchase Shares of Company Common Stock (1,100,000 in the aggregate as of the date hereof, as more fully described in Schedule 4.2) shall be cancelled. To the extent the per-share exercise price of any such option or warrant is less than $2.50, the holder thereof shall be entitled to receive,

Section 3.6 — Treatment of Convertible Notes (a) The Convertible Notes, consisting of $7,800,000 aggregate principal amount of 6.5% Senior Secured Convertible Notes due June 30, 2026, issued by Ridgeline to Pinnacle Venture Resources Fund II, LP pursuant to the Indenture dated as of June 30, 2022, which are convertible at a conversion price of $2.00 per share into an aggregate of 3,900,000 Shares, shall be repaid in

Section 3.7 — Dissenting Shares (a) Shares held by stockholders of Ridgeline who have not tendered such Shares in the Offer and who have properly exercised and perfected their demand for appraisal of such Shares under Section 262 of the DGCL and who have not effectively withdrawn or lost such appraisal rights (collectively, "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration

Section 3.8 — Paying Agent (a) Hargrove Depositary Services, Inc. (55 Water Street, New York, NY 10041) shall serve as paying agent for the Merger Consideration in connection with the Merger. Torchlight shall deposit, or cause to be deposited, with the Depositary, on or prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration payable to the holders of Shares entitled to rece

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth in the Disclosure Schedules delivered by Ridgeline to Torchlight concurrently with the execution and delivery of this Agreement (the "Company Disclosure Schedules"), Ridgeline hereby represents and warrants to Torchlight as follows:

Section 4.1 — Organization, Good Standing, and Qualification Ridgeline is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Ridgeline's registered agent in the State of Delaware is National Corporate Filing Services, Inc., 1209 Orange Street, Wilmington, DE 19801. Ridgeline has all requisite corporate power and authority to own, lease, and operate its proper

Section 4.2 — Capitalization (a) The authorized capital stock of Ridgeline consists of 50,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share, of which no shares of preferred stock are issued and outstanding. As of the date hereof, there are 18,000,000 Shares of Company Common Stock issued and outstanding, all of which have been duly authoriz

Section 4.3 — Authority; Binding Effect (a) Ridgeline has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Ridgeline, and the consummation by Ridgeline of the transactions contemplated hereby, have been duly and validly authorized by the Company Board (upon the unanimous recommendat

Section 4.4 — No Conflicts; Consents (a) The execution and delivery of this Agreement by Ridgeline does not, and the performance by Ridgeline of its obligations hereunder and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the certificate of incorporation or bylaws of Ridgeline, (ii) assuming receipt of all required regulatory approvals and the making of all required SE

Section 4.5 — SEC Filings and Financial Statements (a) Ridgeline has timely filed (or furnished, as applicable) with the SEC all Company SEC Documents required to be filed (or furnished) since January 1, 2022. Each Company SEC Document, at the time of its filing (or, if amended or superseded by a subsequent filing, at the time of such subsequent filing), complied in all material respects with the applicable requireme

Section 4.6 — Absence of Certain Changes Since December 31, 2023, through the date of this Agreement, (a) Ridgeline has conducted its business in all material respects in the ordinary course of business consistent with past practice, and (b) there has not been any event, occurrence, change, development, condition, or state of facts that has had or would reasonably be expected to have, individually or in the aggregate

Section 4.7 — Title to Properties; Mining Rights (a) Hawk Ridge Project. Ridgeline holds good and valid title to sixty-five (65) mining claims registered with the Ontario Ministry of Mines (Ontario Mining Claims 4271883 through 4271947, inclusive) comprising approximately 12,400 hectares in the Timiskaming District, Ontario, Canada. The Hawk Ridge Project has an NI 43-101 compliant indicated mineral resource of 28,60

Section 4.8 — Environmental Matters (a) Ridgeline is, and since January 1, 2020 has been, in compliance in all material respects with all applicable Environmental Laws. (b) Ridgeline has obtained, and is in compliance in all material respects with, all permits, licenses, approvals, registrations, and authorizations required under Environmental Laws for the operation of its business as currently conducted. (c) There a

Section 4.9 — Material Contracts (a) Schedule 4.9 sets forth a true, complete, and correct list of all contracts, agreements, and arrangements to which Ridgeline is a party or by which it or its properties are bound that are material to the business, operations, or financial condition of Ridgeline, including (i) the Convertible Note Indenture dated June 30, 2022, by and between Ridgeline and Clearmont National Bank,

Section 4.10 — Litigation (a) There is no action, suit, proceeding, arbitration, investigation, or claim pending, or, to the Knowledge of the Company, threatened against Ridgeline or