Contract analysis

1. Purpose and Engagement Overview Calderwood & Harkness LLP ("C&H" or the "Firm") writes to confirm the retention of Marlowe Asset Management Digital Forensics Inc. ("Marlowe Asset Management" or "VDF") to provide forensic data collection, processing, review hosting, production support, and related electronic discovery services in connection with the matter referenced above. This letter, when duly countersigned by a

2. Relationship of Parties — Agent of Counsel 2.1 Marlowe Asset Management is retained as a non-testifying consultant and agent of C&H for the sole purpose of assisting counsel in providing legal advice to Torchlight in connection with the investigation described in Section 1 above. All work performed by Marlowe Asset Management under this Agreement is performed at the direction of, and under the supervision of, C&H

3. Scope of Services 3.1 Forensic Data Collection Marlowe Asset Management shall perform forensic imaging and collection of electronically stored information ("ESI") from identified custodians and data sources as directed by C&H. All collection activities shall be conducted in accordance with industry-standard forensic methodologies and shall be designed to produce forensically defensible results suitable for use in

4. Entities and Subsidiaries Covered The following entities and subsidiaries are within the scope of Marlowe Asset Management's engagement. Marlowe Asset Management may be called upon to collect, process, host, or produce ESI originating from or relating to any of the following: (a) Torchlight Mining Corp. — a corporation organized under the Canada Business Corporations Act, with its principal office at 200 King Stre

5. Preservation and Chain of Custody 5.1 Marlowe Asset Management shall implement and maintain forensically defensible chain-of-custody protocols for all data collected, processed, hosted, or produced in connection with this engagement. These protocols shall be consistent with industry best practices and shall be designed to withstand scrutiny in regulatory proceedings before the DOJ, the SEC, and, if applicable, in

6. Confidentiality and Privilege 6.1 Confidentiality Obligations 6.1.1 All information, data, documents, communications, work product, analyses, reports, and other materials received, accessed, created, or generated by Marlowe Asset Management in connection with this engagement (collectively, "Confidential Information") are strictly confidential. Confidential Information includes, without limitation, the existence an

7. Data Security Requirements 7.1 Marlowe Asset Management shall implement and maintain information security controls that meet or exceed industry standards for the handling of sensitive legal data. At a minimum, Marlowe Asset Management's security posture shall include the following: (a) Encryption: All engagement data shall be encrypted both at rest and in transit using Advanced Encryption Standard (AES) with a min

8. Fee Structure and Billing 8.1 Rate Schedule Marlowe Asset Management's fees for services rendered under this Agreement shall be calculated in accordance with the rate schedule attached hereto as Exhibit A (the "Rate Schedule"), which shall set forth the following categories of charges upon finalization: (a) Forensic collection: Rates quoted on a per-custodian and per-device basis, differentiated by device type (e.

9. Staffing 9.1 Rachel Hartley shall serve as Marlowe Asset Management's Engagement Lead and primary point of contact for all matters arising under this Agreement. Ms. Hartley shall be responsible for the overall management, coordination, and quality assurance of Marlowe Asset Management's services, and shall serve as the primary liaison between Marlowe Asset Management and the C&H engagement team. 9.2 Prior to the c

10. Term and Termination 10.1 This engagement shall commence upon the execution of this Agreement by both parties and shall continue in effect until terminated in accordance with this Section 10 or until the services described herein have been completed and all obligations of the parties have been fulfilled. 10.2 Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party.

11. Representations and Warranties 11.1 Marlowe Asset Management represents and warrants that, as of the date of this Agreement, it has no conflicts of interest with respect to any of the following persons or entities: (a) Torchlight Mining Corp.; (b) Torchlight Ganara Holdings Ltd. (TGH); (c) Torchlight Ganara Mining S.A. (TGM); (d) the United States Department of Justice; (e) the United States Securities and Exchan

12. Limitation of Liability and Indemnification 12.1 Limitation of Liability. Except with respect to claims arising from gross negligence, willful misconduct, or a breach of Marlowe Asset Management's confidentiality, privilege, or data security obligations under this Agreement, the aggregate liability of either party to the other under this Agreement shall not exceed the total fees paid or payable by C&H to Marlowe

13. Governing Law and Dispute Resolution 13.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict-of-laws principles. 13.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved as follows: (a) The parties

14. Miscellaneous Provisions 14.1 Entire Agreement. This Agreement, together with its Exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to the subject matter of this Agreement. 14.2 Amendment. This Agreement

15. Exhibits and Attachments The following Exhibits are incorporated into and form a part of this Agreement: Exhibit A: Rate Schedule — to be attached upon finalization in accordance with Section 8.1. Exhibit B: Custodian List — identifying the twenty-three (23) anticipated custodians, including custodian names, titles, entity affiliations, data source descriptions, and collection locations. To be provided under sepa