Contract analysis

I. Purpose and Authority Calderwood & Harkness LLP writes on behalf of the insured, Torchlight Mining Corp. ("Torchlight" or "TMC"), a 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. Torchlight's American Depositary Receipts are listed on the New York Stock Exchange under the ticker symbol "TRC

II. Identification of the Policy For purposes of clarity and completeness, the relevant details of the Policy are as follows: Torchlight confirms, based on its records, that the Policy is currently in force and effect, that all premiums due have been paid in full, and that the Policy covers the relevant period during which the circumstances giving rise to this claim first arose. The underlying conduct at issue, as de

III. Description of the Underlying Matters A. SEC Investigation The Division of Enforcement of the United States Securities and Exchange Commission (the "SEC") commenced a formal order of investigation, designated as File No. HO-14892, on January 22, 2025. The investigation concerns potential violations of the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1 et seq. (the "FCPA"), in connection w

1. Gerald R. Vandermeer, Chief Executive Officer, Torchlight Mining Corp. Mr. Vandermeer has served as CEO of Torchlight since 2017 and had direct oversight of the company's international operations, including its West African expansion strategy.

2. Patricia Sung, General Counsel and Corporate Secretary, Torchlight Mining Corp. Ms. Sung serves as the company's chief legal officer and has responsibility for legal compliance, regulatory matters, and corporate governance.

3. Marcus Delacroix, Former Vice President, Africa Operations, Torchlight Mining Corp. Mr. Delacroix served in this role from 2018 until his resignation on November 15, 2024. He had direct supervisory responsibility for TGH and TGM, including oversight of the Crestfield engagement and relationships with Ganaran government officials. Mr. Delacroix is currently residing at 47 Rue de la République, 69002 Lyon, France. H

4. Raymond Osei-Bonsu, Former Country Manager, Torchlight Ganara Mining S.A. Mr. Osei-Bonsu served as the in-country manager of TGM from 2019 until his termination on January 8, 2025. He was responsible for day-to-day operations in the Republic of Ganara, including relationships with local authorities, the management of TGM's local bank accounts, and the administration of TGM's community development and procurement e

5. Diane Fournier, Vice President, Finance, Torchlight Mining Corp. Ms. Fournier is responsible for the company's financial reporting, internal controls over financial reporting, and the certification of financial statements.

6. Nadia Berenson, Vice President, Compliance and Ethics, Torchlight Mining Corp. Ms. Berenson oversees Torchlight's global compliance program, including its FCPA and anti-corruption compliance policies and procedures.

7. Dr. Eleanor Fiske, Independent Director and Chair, Audit Committee, Torchlight Mining Corp. Board of Directors. Dr. Fiske chairs the Audit Committee and has oversight responsibility for the company's internal and external audit functions, financial reporting integrity, and compliance programs.

8. Warren Ogilvy, Independent Director and Member, Audit Committee, Torchlight Mining Corp. Board of Directors.

9. Marguerite Chen, Independent Director and Member, Audit Committee, Torchlight Mining Corp. Board of Directors.

10. Such other directors and officers of Torchlight and its subsidiaries (including TGH and TGM) as may hereafter be named, identified, or designated as subjects, targets, or persons of interest in connection with the governmental investigations, or as defendants, respondents, or parties in any civil or regulatory proceedings arising out of or related to the matters described herein. Torchlight reserves the right to

IV. Whistleblower Complaint and Internal Review The matters described above first came to Torchlight's attention through an anonymous whistleblower complaint received on August 19, 2024. The complaint was submitted through Torchlight's third-party ethics and compliance hotline, which is operated by Sentinel Compliance Solutions Inc. and is accessible to all employees, contractors, and third parties globally via telep

V. Financial Impact and Market Consequences The public disclosure of the SEC investigation has had a significant and material adverse impact on Torchlight's market capitalization and share price. On February 6, 2025, the last trading day prior to the filing of the Form 8-K, Torchlight's common shares closed at CAD $34.80 on the Toronto Stock Exchange. Following the public disclosure of the SEC investigation on Februa

VI. Estimated Potential Government Exposure Based on the information currently available and the experience of undersigned counsel in comparable FCPA matters, Torchlight's estimated potential exposure to government penalties, fines, disgorgement, and related financial remedies is summarized below. These figures are preliminary estimates and are subject to revision as additional facts are developed through the interna

VII. Defense Costs and Counsel The following law firms and professional advisors have been retained or are expected to be retained in connection with the defense, investigation, and resolution of the matters described in this notice. Torchlight intends to submit the costs associated with these engagements for reimbursement under the Policy, subject to the terms and conditions thereof, including the self-insured reten

VIII. Requests to the Insurer In light of the foregoing, Torchlight Mining Corp. respectfully requests that Dalton & Mercer Inc. take the following actions promptly:

1. Acknowledgment of Notice. Provide formal written acknowledgment of receipt of this notice of claim and circumstances, confirming the date on which notice was received.

2. Coverage Confirmation. Confirm that the claim described herein is covered under Policy No. DM-0092-FCPA-2024, subject to the terms and conditions of the Policy.

3. Applicable Coverage Parts. Identify the applicable coverage parts under the Policy, including the extent to which Side A coverage (non-indemnifiable loss of individual insured persons), Side B coverage (indemnifiable loss for which Torchlight is required or permitted to indemnify its directors and officers), and/or Side C coverage (entity coverage for securities claims), as applicable, are triggered by the matters

4. Confirmation of Policy Limits. Confirm the $50,000,000 per-occurrence limit and $100,000,000 aggregate limit of liability as set forth in the Policy and confirm the remaining available limits thereunder.

5. Confirmation of Self-Insured Retention. Confirm the $2,500,000 self-insured retention and its applicability to defense costs, and provide guidance on the procedure for certifying exhaustion of the SIR.

6. Reservation of Rights. If Dalton & Mercer intends to issue a reservation of rights with respect to this claim, or to invoke any exclusion, condition, limitation, or other provision of the Policy that may affect coverage, Torchlight requests that D&M do so promptly and in writing, specifying with particularity any exclusions or conditions upon which it intends to rely.

7. Claims Handler Designation. Designate a claims handler with authority to manage this claim and provide direct contact information (including telephone, email, and mailing address) for ongoing coordination between D&M, Torchlight, and Calderwood & Harkness LLP.

8. Consent to Counsel and Professionals. Provide written consent, to the extent required under the Policy, for the engagement of Calderwood & Harkness LLP, Bartlett Keene & Ostrander LLP, Hargrove Whitfield LLP, Ndong & Keïta Cabinet Juridique, and Pinnacle Forensic Advisory LLC as defense counsel and professional advisors, the reasonable and necessary fees and costs of which the insured intends to submit for reimbur

9. Claims-Reporting Format and Frequency. Provide guidance on the Insurer's preferred format for ongoing claims reporting, including the frequency and level of detail required for interim updates, the format for submission of defense cost invoices, and any other administrative requirements applicable to the ongoing management of this claim.

IX. Reservation of Insured's Rights This notice is provided without prejudice to any rights, defenses, claims, or remedies that the insured — including Torchlight Mining Corp. and each of its directors, officers, and subsidiaries — may have under the Policy or at law or in equity. By providing this notice, neither Torchlight nor any other insured person waives, modifies, or limits any right under the Policy, includin

X. Confidentiality The contents of this letter, the enclosures, and the underlying facts and circumstances described herein are privileged and confidential. They are protected by the attorney-client privilege, the attorney work product doctrine, and the common interest privilege, as applicable. This letter is prepared by Calderwood & Harkness LLP in its capacity as counsel to Torchlight Mining Corp. and is transmitte

XI. Contact Information and Closing All correspondence, communications, and notices regarding this claim and the matters described herein should be directed to: Conrad Ashby Victoria Chambers Calderwood & Harkness LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019 Telephone: (212) 554-8000 Email: cashby@calderwoodharkness.com / vchambers@calderwoodharkness.com With a copy to: Patricia Sung General Counsel & C

1. SEC Formal Order of Investigation (File No. HO-14892), dated January 22, 2025

2. SEC Document Subpoena, dated February 3, 2025

3. DOJ Voluntary Document Preservation Request, dated February 14, 2025

4. Torchlight Mining Corp. Current Report on Form 8-K, filed February 7, 2025

5. Calderwood & Harkness LLP Engagement Letter, dated March 5, 2025 CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT This communication and its enclosures contain information that is privileged, confidential, and/or protected from disclosure. If you are not the intended recipient, or an agent responsible for delivering this communication to the intended recipient, you are hereby notified that any dis