Contract analysis

1. Purpose of Engagement and Identification of Client Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Torchlight Mining Corp. ("Torchlight" or the "Company"), a corporation organized under the Canada Business Corporations Act (R.S.C. 1985, c. C-44), with American Depositary Receipts ("ADRs") listed on the New York Stock Exchange (ticker: TRCH) and common share

2. Scope of Engagement 2.1 Internal Investigation Calderwood & Harkness is retained to conduct an independent internal investigation (the "Investigation") into potential violations of the U.S. Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1 et seq. (the "FCPA"), and related anti-corruption, anti-bribery, and anti-fraud laws, arising from approximately $4,730,000 in suspected improper payments m

3. Staffing Calderwood & Harkness will staff this engagement with attorneys and other professionals from the Firm's White Collar Defense and Investigations practice. The principal members of the engagement team are as follows: Conrad Ashby — Responsible Partner. Mr. Ashby is a partner in Calderwood & Harkness's White Collar Defense and Investigations practice and has twenty-eight (28) years of experience representing

4. Fee Arrangements 4.1 Hourly Rates Calderwood & Harkness will bill for services rendered in connection with this engagement at the Firm's standard hourly rates for partners, associates, counsel, and legal support staff. A schedule of current hourly rates for the principal members of the engagement team and other timekeeper categories is attached hereto as Exhibit A and incorporated herein by reference. The rates se

5. Attorney-Client Privilege and Work Product Protection 5.1 Privilege Framework All communications between Calderwood & Harkness and Torchlight Mining Corp., and between Calderwood & Harkness and the Company's officers, directors, and employees acting in their corporate capacities, in connection with this engagement are intended to be protected by the attorney-client privilege. The Company should mark all written co

6. Document Preservation and Litigation Hold In light of the pending SEC investigation, the DOJ preliminary inquiry, and the Company's own internal Investigation, the Company has an affirmative legal obligation to preserve all documents and electronically stored information ("ESI") that may be relevant to these matters. Failure to preserve relevant materials could result in spoliation sanctions, adverse inference ins

7. Reporting Calderwood & Harkness will report on the progress of the Investigation and the status of the government inquiries to Patricia Sung, General Counsel & Corporate Secretary, and to the Audit Committee of the Board of Directors (chaired by Dr. Eleanor Fiske, with members Warren Ogilvy and Marguerite Chen), as directed by the Company. The following milestones and deliverables are currently anticipated: (a) In

8. Conflicts of Interest Calderwood & Harkness has conducted a comprehensive conflicts check in accordance with the Firm's standard procedures and with the requirements of the New York Rules of Professional Conduct. Based on this conflicts check, the Firm is not aware of any conflict of interest that would preclude its representation of Torchlight Mining Corp. in connection with this engagement. Calderwood & Harkness

9. Insurance Coordination Torchlight maintains a directors' and officers' liability insurance policy (the "D&O Policy") with Dalton & Mercer Inc., Policy No. DM-0092-FCPA-2024, which provides coverage for, among other things, defense costs and liabilities arising from regulatory investigations and enforcement actions. The D&O Policy has limits of $50,000,000 per occurrence and $100,000,000 in the aggregate, subject t

10. Ethical Obligations and Regulatory Considerations Calderwood & Harkness LLP is a law firm organized under the laws of the State of New York and admitted to practice law in the State of New York. The Firm and its attorneys are subject to the New York Rules of Professional Conduct, as adopted by the Appellate Division of the Supreme Court of the State of New York, effective April 1, 2009, as amended. This engagemen

11. Termination Either party may terminate this engagement upon reasonable written notice to the other party. In the event of termination by the Company, Torchlight will remain responsible for the payment of all professional fees and expenses incurred by Calderwood & Harkness through the effective date of termination, as well as any fees and expenses that are reasonably incurred thereafter in connection with the orde

12. Limitation of Liability To the fullest extent permitted by applicable law, Calderwood & Harkness's aggregate liability to the Company for any and all claims, losses, damages, costs, and expenses arising out of or relating to 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 Company to Calderwood

13. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, including any dispute regarding the Firm's fees or the

14. Entire Agreement and Amendments This Engagement Letter, together with Exhibit A attached hereto, constitutes the entire agreement between Calderwood & Harkness LLP and Torchlight Mining Corp. with respect to the engagement described herein, and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter hereof. This En

15. Acceptance We are grateful for the opportunity to represent Torchlight Mining Corp. in connection with this important matter. We are committed to conducting a thorough, independent, and efficient investigation and to providing the Company with the highest quality legal advice throughout this engagement. If the foregoing terms are acceptable, please indicate your agreement by signing and returning the enclosed cop

1. The rates set forth above are Calderwood & Harkness's standard rates as of March 5, 2025. These rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each calendar year. The Company will receive not less than thirty (30) days' advance written notice of any rate adjustments.

2. The rates for "Other Partners," "Other Senior Associates," "Other Associates," "Of Counsel," "Senior Paralegals," "Paralegals," "Litigation Support / E-discovery Analysts," and "Contract Attorneys" reflect the range of rates applicable to the respective categories. The specific rate for each timekeeper will be identified on each monthly invoice.

3. The rates set forth above do not include the fees of Pinnacle Forensic Advisory LLC or Marlowe Asset Management Digital Forensics Inc., which will be billed separately pursuant to their own engagement terms.

4. Time is recorded and billed in increments of one-tenth (0.1) of an hour. cc: (via email, Privileged and Confidential) Gerald R. Vandermeer, Chief Executive Officer, Torchlight Mining Corp. Dr. Eleanor Fiske, Chair, Audit Committee, Board of Directors, Torchlight Mining Corp. Victoria Chambers, Partner, Calderwood & Harkness LLP Timekeeper | Title / Category | Hourly Rate (USD) Conrad Ashby | Partner, White Collar