Contract analysis

I. This Agreement has been authorized by Torchlight Mining Corp., through its General Counsel, Patricia Sung, and the Audit Committee of the Board of Directors of Torchlight Mining Corp., chaired by Dr. Eleanor Fiske, with members Warren Ogilvy and Marguerite Chen. The Audit Committee approved the execution of this Agreement at a meeting held on March 7, 2025, at which a quorum was present and acting. NOW, THEREFORE,

Section 1.1 — "Common Interest Materials." The term "Common Interest Materials" shall mean all documents, communications, memoranda, reports, analyses, work product, forensic accounting materials, interview memoranda, chronologies, timelines, correspondence, presentations, drafts, notes, summaries, compilations, databases, data compilations, spreadsheets, financial analyses, and any other information or materials, in

Section 1.2 — "Parties." The term "Parties" shall mean Calderwood & Harkness LLP and Bartlett Keene & Ostrander LLP, each acting on behalf of their mutual client, Torchlight Mining Corp. References to a "Party" shall mean either one of the foregoing, as the context requires.

Section 1.3 — "Proceedings." The term "Proceedings" shall mean, collectively: (a) the U.S. Proceedings, consisting of the SEC formal investigation (File No. HO-14892) and the DOJ preliminary inquiry conducted by the Fraud Section, Criminal Division, FCPA Unit; (b) the Canadian Proceedings, consisting of potential proceedings under the CFPOA and related Canadian securities regulatory matters; and (c) any related civil

Section 1.4 — "Producing Party." The term "Producing Party" shall mean the Party that discloses, provides, shares, or otherwise makes available Common Interest Materials to another Party pursuant to this Agreement.

Section 1.5 — "Receiving Party." The term "Receiving Party" shall mean the Party that receives Common Interest Materials from a Producing Party pursuant to this Agreement.

Section 1.6 — "Privileged Materials." The term "Privileged Materials" shall mean materials subject to the attorney-client privilege (as recognized under U.S. federal and state law), the solicitor-client privilege (as recognized under Canadian federal and provincial law), the legal professional privilege, or any analogous privilege under any applicable jurisdiction, including but not limited to confidential communicat

Section 1.7 — "Work Product Materials." The term "Work Product Materials" shall mean materials protected by the work product doctrine (as recognized under U.S. federal law, including under Federal Rule of Civil Procedure 26(b)(3) and its federal common law equivalent in non-litigation enforcement proceedings, as established in Hickman v. Taylor, 329 U.S. 495 (1947), and its progeny), or by the litigation privilege (a

ARTICLE II — COMMON LEGAL INTEREST

Section 2.1 — Statement of Common Interest. The Parties acknowledge and agree that they share a common legal interest in: (a) defending Torchlight and its subsidiaries, including TGH and TGM, against the Proceedings; (b) conducting, coordinating, and completing the internal investigation into potential FCPA and CFPOA violations relating to Torchlight's West African operations in the Republic of Ganara, including the

Section 2.2 — No Joint Representation. Each firm represents Torchlight Mining Corp. in its respective capacity and within its respective scope of engagement. C&H serves as principal U.S. counsel for the FCPA investigation, including the SEC and DOJ matters and the related internal investigation. BKO serves as Canadian counsel on CFPOA matters, Canadian securities disclosure obligations, and related Canadian regulator

Section 2.3 — Coordination with Other Counsel. The Parties acknowledge that Torchlight has also retained the following additional counsel in connection with matters related to the Proceedings: (a) Hargrove Whitfield LLP (Catherine Whitfield, Lead Partner), as British Virgin Islands counsel for TGH corporate matters; and (b) Ndong & Keïta Cabinet Juridique (Maître Salif Ndong, Lead Partner), as Ganaran local counsel.

ARTICLE III — SHARING OF COMMON INTEREST MATERIALS

Section 3.1 — Authorization to Share. Each Party is hereby authorized to share Common Interest Materials with the other Party in furtherance of the common legal interest described in Article II of this Agreement. Such sharing shall be undertaken in good faith and in a manner consistent with the preservation of all applicable privileges and protections. Sharing may occur through written, electronic, or oral communicat

Section 3.2 — Scope of Materials. Categories of Common Interest Materials that may be shared between the Parties pursuant to this Agreement include, without limitation: (a) Internal investigation memoranda, including witness interview memoranda prepared by counsel or at the direction of counsel, including but not limited to memoranda reflecting interviews of Nadia Berenson (Controller, TGH), Diane Fournier (former Di

Section 3.3 — Form of Sharing. Common Interest Materials may be shared in hard copy, electronically (including via secure file-sharing platforms, encrypted email, or other secure electronic transmission methods), or orally during meetings, telephone conferences, or video conferences. Oral communications between the Parties made in furtherance of the common legal interest are covered by this Agreement and shall be aff

Section 3.4 — Designated Representatives. Common Interest Materials shall be shared only with the following Designated Representatives, or such additional representatives as may be designated in writing by either Party in accordance with this Section: (a) C&H Designated Representatives: Conrad Ashby (Responsible Partner), Victoria Chambers (Billing Partner), Steven Hollander (Lead Associate), Jasmine Thornton (Workin

ARTICLE IV — PRESERVATION OF PRIVILEGE AND PROTECTIONS

Section 4.1 — No Waiver. The sharing of Common Interest Materials pursuant to this Agreement shall not constitute a waiver of the attorney-client privilege, the solicitor-client privilege, the work product doctrine, the litigation privilege, or any other applicable privilege, immunity, or protection, whether under U.S. federal law, any U.S. state law, Canadian federal or provincial law, or the law of any other applic

Section 4.2 — Ownership of Privilege. The attorney-client privilege and solicitor-client privilege with respect to all Common Interest Materials belong exclusively to Torchlight Mining Corp. as the holder of such privileges. The privilege may be waived only by Torchlight, through its duly authorized representatives, including Patricia Sung, General Counsel and Corporate Secretary, or the Audit Committee of the Board

Section 4.3 — Work Product Protections. Work Product Materials shall be maintained and protected in accordance with the work product doctrine under U.S. law (Federal Rule of Civil Procedure 26(b)(3) and its federal common law equivalent in enforcement proceedings, as established in Hickman v. Taylor, 329 U.S. 495 (1947), and its progeny) and the litigation privilege under Canadian law, as well as any analogous protec

Section 4.4 — Third-Party Disclosure Restrictions. No Party shall disclose, produce, or otherwise make available any Common Interest Materials to any third party without the prior written consent of the Producing Party and of Torchlight Mining Corp. For purposes of this Section, "third parties" include, without limitation: (a) any government agency, including the SEC, the DOJ, the Royal Canadian Mounted Police, the O

ARTICLE V — CONFIDENTIALITY OBLIGATIONS

Section 5.1 — Confidential Treatment. All Common Interest Materials shall be treated as strictly confidential by each Party receiving such materials. Each Receiving Party shall use the same degree of care to protect the confidentiality of Common Interest Materials as it uses to protect its own most confidential and sensitive information, including client files and privileged work product, and in no event less than re

Section 5.2 — Use Limitation. Common Interest Materials may be used solely for the purpose of providing legal advice and representation to Torchlight Mining Corp. in connection with the Proceedings, as defined in this Agreement. No other use is permitted, including but not limited to use in connection with any matter adverse to Torchlight, any other client engagement, any academic or research purpose, or any business

Section 5.3 — Need-to-Know Basis. Access to Common Interest Materials within each firm shall be limited to attorneys, paralegals, legal assistants, and professional staff who are directly involved in the representation of Torchlight Mining Corp. in connection with the Proceedings. Each Party shall maintain appropriate internal controls to ensure that access to Common Interest Materials is restricted to those individu

Section 5.4 — Marking. To the extent practicable, Common Interest Materials shared in written or electronic form should bear the following legend or a substantially similar legend: "PRIVILEGED AND CONFIDENTIAL — COMMON INTEREST MATERIALS — SUBJECT TO COMMON INTEREST AND JOINT DEFENSE AGREEMENT" The absence of such marking on any particular document or communication shall not affect its status as Common Interest Mater

ARTICLE VI — COMPELLED DISCLOSURE

Section 6.1 — Notice of Compulsion. If any Party receives a subpoena, court order, regulatory demand, governmental request, or other compulsory process requiring or purporting to require the disclosure of Common Interest Materials (a "Compelled Disclosure Request"), such Party shall: (a) promptly, and in no event more than three (3) business days after receipt of the Compelled Disclosure Request, notify the other Par

Section 6.2 — Costs of Resisting Compelled Disclosure. Each Party shall bear its own costs and expenses, including attorneys' fees, in connection with resisting compelled disclosure of Common Interest Materials, unless the Parties and Torchlight otherwise agree in writing. Nothing in this Section shall preclude the Parties from agreeing on an alternative allocation of costs, or from seeking reimbursement of costs fro

ARTICLE VII — WITHDRAWAL AND TERMINATION

Section 7.1 — Withdrawal. Either Party may withdraw from this Agreement upon thirty (30) days' prior written notice to the other Party and to Torchlight Mining Corp. (Attention: Patricia Sung, General Counsel and Corporate Secretary, 200 King Street West, Suite 3400, Toronto, Ontario M5H 3T4). A Party's withdrawal from this Agreement shall not affect the rights and obligations of the remaining Party or of Torchlight

Section 7.2 — Termination. This Agreement shall terminate upon the earliest of: (a) the mutual written agreement of all Parties; (b) the final resolution of all Proceedings, including the exhaustion of all appeals, the expiration of all applicable statutes of limitation, and the formal closure of all investigations by the relevant governmental authorities; or (c) written direction from Torchlight Mining Corp. (throug

Section 7.3 — Survival of Obligations. Upon withdrawal by any Party or termination of this Agreement: (a) All confidentiality obligations set forth in Article V and all privilege protections set forth in Article IV shall survive in perpetuity. The termination or expiration of this Agreement shall not affect the privileged or protected status of any Common Interest Materials shared pursuant to this Agreement, and all

ARTICLE VIII — CONFLICT OF INTEREST

Section 8.1 — No Current Conflict. Each Party represents and warrants that, as of the date of this Agreement, it is not aware of any conflict of interest, actual or potential, that would prevent it from participating in this Agreement, sharing Common Interest Materials hereunder, or representing Torchlight Mining Corp. in connection with the Proceedings. Each Party further represents that it has conducted an appropri

Section 8.2 — Duty to Notify. Each Party shall promptly notify the other Party and Torchlight Mining Corp. in writing if it becomes aware of any actual or potential conflict of interest that may affect the common legal interest described in Article II, the sharing of Common Interest Materials under this Agreement, or the ability of either Party to continue its representation of Torchlight in connection with the Proce

ARTICLE IX — NO AGENCY; INDEPENDENT JUDGMENT

Section 9.1 — No Agency. This Agreement does not create an agency, partnership, joint venture, or any other fiduciary or legal relationship between the Parties, other than the common interest relationship expressly described herein. Neither Party has the authority to bind the other Party, to act on the other Party's behalf, to make representations or commitments on the other Party's behalf, or to incur obligations on

Section 9.2 — Independent Professional Judgment. Each Party shall exercise independent professional judgment in the representation of Torchlight Mining Corp. within its respective scope of engagement, in accordance with the applicable rules of professional conduct and ethical obligations governing its practice. Nothing in this Agreement shall be construed to limit, impair, override, or otherwise affect the independen

ARTICLE X — GOVERNING LAW AND DISPUTE RESOLUTION

Section 10.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles that would result in the application of the laws of another jurisdiction, to the extent applicable to the common interest doctrine, privilege protections, and the rights and obligations of the Parties hereunder. To the extent that Canadian

Section 10.2 — Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, including any dispute concerning the scope, interpretation, or enforceability of this Agreement, shall first be resolved by good-faith consultation among the Parties and Torchlight Mining Corp. If the dispute cannot be resolved by such consultation within thirty (30) days of the date on which any Party

ARTICLE XI — MISCELLANEOUS PROVISIONS

Section 11.1 — Entire Agreement. This Agreement, together with the Exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, arrangements, discussions, negotiations, and representations among the Parties with respect to the subject m

Section 11.2 — Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by all Parties. No oral modification or waiver of any provision of this Agreement shall be effective. Any amendment or modification shall be subject to the written consent of Torchlight Mining Corp.

Section 11.3 — Additional Parties. Additional counsel representing Torchlight Mining Corp. or its subsidiaries in connection with the Proceedings may be added to this Agreement by written joinder. Such joinder shall be effective only upon execution by the additional party, all existing Parties to this Agreement, and Torchlight Mining Corp. Potential additional parties that may be joined to this Agreement include, wit

Section 11.4 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Counterparts may be delivered by facsimile, by electronic mail in portable document format (.pdf), or by any other electronic transmission method, and any counterpart so delivered shall be deemed to have been

Section 11.5 — Notices. All notices, requests, consents, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by a nationally or internationally recognized overnight courier service, or (d) sent by electronic mail with c

Section 11.6 — Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitral tribunal, the invalidity, illegality, or unenforceability of such provision shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect. In t

Section 11.7 — Assignment. This Agreement may not be assigned, delegated, or transferred by either Party, in whole or in part, without the prior written consent of the other Party and Torchlight Mining Corp. Any purported assignment, delegation, or transfer in violation of this Section shall be null and void and of no force or effect. This Agreement shall be binding upon and inure to the benefit of the Parties, their

Section 11.8 — No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties and Torchlight Mining Corp. and is not intended to confer any rights, benefits, or causes of action upon any other person or entity. Nothing in this Agreement shall be construed to create any third-party beneficiary rights in favor of any person or entity that is not a signatory to this Agreement.

Section 11.9 — Waiver. No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof, or the exercise of any other right, power, or remedy. Any waiver must be in writing and signed by the Party granting the wa

1. SEC Investigation The United States Securities and Exchange Commission, Division of Enforcement, has commenced a formal order of investigation bearing File No. HO-14892, dated January 22, 2025, into potential violations of the Foreign Corrupt Practices Act of 1977, as amended, related to Torchlight Mining Corp.'s West African operations in the Republic of Ganara. A formal document subpoena was served on Torchlight

2. DOJ Inquiry The United States Department of Justice, Fraud Section, Criminal Division, FCPA Unit, under Assistant Chief Margaret Calloway, has opened a preliminary inquiry concerning the same subject matter and has issued a voluntary document preservation request dated February 14, 2025, directed to Torchlight Mining Corp., requesting the preservation of documents and data relating to Torchlight's operations, paym

3. Potential CFPOA Proceedings Torchlight Mining Corp., as a Canadian corporation, faces potential exposure under the Corruption of Foreign Public Officials Act, S.C. 1998, c. 34, as amended, Canada's anti-foreign-bribery statute, in connection with the same conduct that is the subject of the U.S. Proceedings. Potential CFPOA proceedings may include criminal investigation or prosecution by the Royal Canadian Mounted

4. Related Internal Investigation Calderwood & Harkness LLP (Matter No. 1039-00005) is conducting an internal investigation on behalf of Torchlight Mining Corp. and the Audit Committee of Torchlight's Board of Directors concerning potential violations of the FCPA and the CFPOA. The internal investigation concerns approximately $4,730,000 in suspected improper payments made between 2019 and 2024 through Torchlight Gan

5. Related Proceedings The term "Proceedings" also encompasses any related civil, criminal, regulatory, or administrative proceedings arising from the foregoing, including but not limited to: (a) any proceedings by, against, or involving Torchlight Mining Corp., TGH, TGM, or any other Torchlight subsidiary or affiliate; (b) any shareholder derivative actions, securities class actions, or other private litigation aris