Contract analysis

1. Purpose and Engagement Calderwood & Harkness LLP ("C&H" or the "Firm"), on behalf of its client Torchlight Mining Corp. ("Torchlight" or "TMC"), a Canadian corporation organized under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, headquartered at 200 King Street West, Suite 3400, Toronto, Ontario M5H 3T4, Canada, with common shares listed on the Toronto Stock Exchange (ticker: TMC) and American Depos

2. Background The following background is provided to Pinnacle for the limited purpose of contextualizing the scope of the Engagement. This background is based upon information currently available to C&H and is provided subject to the attorney-client privilege and attorney work product protections described in this letter. 2.1 Torchlight Mining Corp. — Overview. Torchlight is a diversified mining company that operate

3. Scope of Services Pinnacle shall provide forensic accounting, financial analysis, and advisory services as directed by C&H in connection with the Investigation, including but not limited to the following categories of work. In performing the services described below, Pinnacle shall exercise the professional care, skill, and diligence expected of a qualified forensic accounting firm engaged in matters of this natur

4. Reporting and Communication Pinnacle shall report exclusively to C&H in connection with this Engagement. Pinnacle's primary points of contact at C&H shall be Conrad Ashby, Responsible Partner (White Collar & Investigations Group), and Steven Hollander, Lead Associate, together with such other C&H attorneys as may be designated by Mr. Ashby from time to time. All communications, oral and written, regarding the Enga

5. Document and Data Access C&H will coordinate with Torchlight's personnel to arrange access by Pinnacle to the following categories of documents and data, subject to appropriate privilege protocols and data security measures: (a) TGH and TGM general ledger data, journal entries, trial balances, and chart of accounts for fiscal years 2019 through 2024; (b) Bank statements, wire transfer records, debit and credit adv

6. Privilege and Confidentiality Pinnacle acknowledges and agrees that it is being retained as a consultant and agent of C&H for the purpose of assisting C&H in rendering legal advice to Torchlight in connection with the FCPA Investigation. Pinnacle further acknowledges that the work it performs, the analyses it prepares, and the communications it has with C&H in connection with this Engagement are intended to be pro

7. Staffing Dr. Leonard Strauss, CPA, CFF, shall serve as the Engagement Partner for this Engagement and shall have primary responsibility for the direction, supervision, and quality control of all work performed by Pinnacle in connection with the Engagement. Dr. Strauss shall be the principal point of contact for C&H with respect to all substantive matters relating to the Engagement. Dr. Strauss shall identify and p

8. Fees and Expenses Pinnacle's professional fees for the Engagement shall be billed on an hourly basis at Pinnacle's standard rates for forensic accounting engagements, as set forth in the attached Schedule A (Pinnacle Forensic Advisory LLC — Standard Hourly Rate Schedule). Schedule A shall be attached to the executed version of this letter and is incorporated herein by reference. Based upon the scope of services de

9. Independence and Conflicts Pinnacle represents and warrants that it has conducted a thorough conflicts check in accordance with its standard policies and procedures and has determined that it has no existing engagement, business relationship, financial interest, or other interest that would create an actual or potential conflict of interest with respect to this Engagement or that would impair Pinnacle's ability to

10. Term and Termination This Engagement shall commence as of the date of this letter and shall continue until the earlier of (a) the completion of the services described herein, (b) termination by either party upon thirty (30) days' prior written notice to the other party, or (c) termination by C&H pursuant to the following sentence. C&H may terminate the Engagement at any time and for any reason, with or without ca

11. Governing Law and Dispute Resolution This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict of laws principles 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, this letter agreement, or the breach, termination, or validity

12. Miscellaneous This letter constitutes the entire agreement between C&H (on behalf of Torchlight) and Pinnacle with respect to the Engagement described herein and supersedes all prior negotiations, representations, and agreements, whether written or oral, relating to the subject matter hereof. There are no conditions, covenants, or other provisions not set forth herein that affect or are intended to affect this ag

1. Schedule A: Pinnacle Forensic Advisory LLC — Standard Hourly Rate Schedule

2. Exhibit 1: List of Known Custodians and Data Sources (to be provided separately under cover of privilege) This letter and all enclosures are subject to the attorney-client privilege, the attorney work product doctrine, and all other applicable privileges and protections. This letter and its enclosures are intended solely for the use of the addressee and are not to be disclosed to or relied upon by any third party