PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

ANNUAL COMPLIANCE CERTIFICATION PURSUANT TO NON-PROSECUTION AGREEMENT (ATR-SF-2024-00312)

TEMPLATE FOR ANNUAL USE

Bracketed fields in bold indicate information to be completed by the certifying officer at the time of each annual certification.

Prepared by:

Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104

Prepared for:

Torchlight Mining Corp. 200 Bay Street, Suite 3400 Toronto, ON M5J 2J2, Canada

Date of Preparation: May 10, 2024

Calderwood & Harkness Matter Number: 1039-00001

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1. INTRODUCTORY INSTRUCTIONS FOR USE

1.1 Purpose of This Template

This template has been prepared by Calderwood & Harkness LLP ("Calderwood & Harkness" or "outside counsel") for the exclusive use of Torchlight Mining Corp. ("TMC" or the "Company") to facilitate TMC's compliance with the annual certification requirement set forth in the Non-Prosecution Agreement between TMC and the United States Department of Justice, Antitrust Division (DOJ Reference No. ATR-SF-2024-00312) (the "NPA"), which was executed on May 6, 2024. The NPA resolved the Department of Justice's investigation into alleged price-fixing, market allocation, and bid-rigging in the North American specialty-minerals sector, as further described in the NPA and the agreed statement of facts set forth in Appendix B thereto.

Pursuant to the terms of the NPA, TMC is required to implement and maintain an Enhanced Antitrust Compliance Program (as described in Appendix A to the NPA) throughout the three-year term of the NPA. As a condition of the NPA, TMC's Chief Executive Officer and General Counsel are each required to provide an annual written certification to the Department of Justice affirming that TMC has maintained and adhered to the Enhanced Antitrust Compliance Program during the preceding certification year. The certification must address, among other things, the completion of mandatory antitrust compliance training, the operation of competitor-contact protocols and trade-association interaction policies, the functioning of the compliance hotline and internal reporting mechanisms, the conduct of periodic compliance audits, and ongoing cooperation with the independent compliance monitor and the Department of Justice.

This template provides the form of certification to be executed by each certifying officer. Two separate certifications are required each year: one by the Chief Executive Officer (currently Søren Dalmqvist) and one by the General Counsel (currently Priya Anand). Each officer must independently review, complete, and execute the applicable form of certification. The certifications are substantively parallel in structure but contain certain role-specific provisions reflecting the distinct responsibilities of the CEO and the General Counsel under the NPA and the Compliance Program.

This template is provided as attorney work product and is intended solely for use by TMC and its authorized officers. It should not be filed with any court or governmental body, or circulated to any third party, without the prior review and approval of Calderwood & Harkness LLP.

1.2 Certification Schedule and Deadlines

The NPA has a term of three years, running from May 6, 2024 through May 6, 2027. During that term, TMC is required to provide three annual compliance certifications, according to the following schedule:

First Annual Certification: The first annual certification is due on or before May 6, 2025, which is one year from the NPA execution date of May 6, 2024. The first certification period covers the twelve-month period from May 6, 2024 through May 5, 2025.

Second Annual Certification: The second annual certification is due on or before May 6, 2026, covering the twelve-month period from May 6, 2025 through May 5, 2026. This certification period coincides with the conclusion of the independent compliance monitor's two-year term.

Third and Final Annual Certification: The third and final annual certification is due on or before May 6, 2027, covering the twelve-month period from May 6, 2026 through May 5, 2027. This certification will be the last annual certification required under the NPA, and its timely delivery in conformity with the requirements of the NPA will satisfy TMC's certification obligations in their entirety.

It is important to note that the independent compliance monitor's term runs for two years, from May 6, 2024 through May 6, 2026. Accordingly, the monitor cooperation certification statement (Statement 8 in the forms below) is applicable only to the first and second annual certifications. The third-year certification will be prepared and delivered after the monitor term has concluded, but while TMC's broader cooperation obligations under the NPA remain in effect through the conclusion of the NPA term on May 6, 2027.

TMC should calendar all certification deadlines well in advance and commence the pre-certification review process no later than sixty (60) days prior to each due date to allow adequate time for internal review, consultation with the Chief Compliance Officer, and coordination with outside counsel.

1.3 Filing and Delivery Instructions

Each completed and executed certification must be delivered to the Department of Justice, Antitrust Division, San Francisco Field Office at the following address:

U.S. Department of Justice Antitrust Division — San Francisco Field Office 450 Golden Gate Avenue, Room 10-0101 San Francisco, CA 94102

Each certification should be addressed to the attention of the assigned trial attorneys — currently Trial Attorney Denise Kowalski and Senior Trial Attorney Marcus Reeves — or their designated successors. A copy of each certification should also be sent to the Deputy Assistant Attorney General currently overseeing this matter, Julia Stafford-Hayes, at the Department of Justice, Antitrust Division, in Washington, D.C.

Calderwood & Harkness recommends that each certification be delivered by both (a) electronic mail to the assigned trial attorneys and the Deputy Assistant Attorney General, and (b) hard copy via overnight courier service (e.g., Severin Partners LLC or Halcyon Partners LLC) with delivery confirmation and signature required. Retaining proof of delivery — including courier tracking confirmation, delivery receipts, and email delivery and read receipts where available — is strongly advised.

During the compliance monitor's two-year term (May 6, 2024 through May 6, 2026), a copy of each certification should be provided simultaneously to the independent compliance monitor at the following address:

Meridian Compliance Partners LLC

Attn: Claudia Ferraro

1100 Connecticut Avenue NW, Suite 730 Washington, DC 20036

This simultaneous delivery to the monitor is not expressly mandated by the NPA but is consistent with TMC's cooperation obligations and the monitor's oversight function, and has been discussed with and agreed to by the Department of Justice.

TMC should retain the originally executed versions of all certifications in the legal department's files, maintained in a secure and readily accessible location. A copy of each executed certification should also be forwarded to Calderwood & Harkness LLP for inclusion in the matter file (Calderwood & Harkness Matter No. 1039-00001). All certifications and related correspondence should be preserved in accordance with TMC's document-retention obligations under the NPA, as further described in Section 3.3 below.

1.4 Process for Completion

The following process should be followed by each certifying officer (the CEO and the General Counsel) prior to executing the applicable annual certification:

Step 1 — Review the Compliance Program. The certifying officer should obtain and review in full the current version of the Enhanced Antitrust Compliance Program as set forth in Appendix A to the NPA. The officer should confirm that the Compliance Program as currently implemented by TMC is consistent with the requirements of Appendix A and that no unauthorized modifications have been made during the certification period.

Step 2 — Consult with the Chief Compliance Officer. The certifying officer should consult with the independent Chief Compliance Officer appointed pursuant to the NPA to obtain information necessary to support each certification statement, including training completion records, compliance audit results, hotline reports and investigation summaries, competitor-contact logs, trade-association meeting reports, and any other relevant documentation. The Chief Compliance Officer should be asked to provide written confirmation addressing each element of the certification.

Step 3 — Consult with the Independent Compliance Monitor (Years 1 and 2). During the monitor's term, the certifying officer should confirm with the monitor's team (Meridian Compliance Partners LLC / Claudia Ferraro) that TMC has cooperated fully with the monitor's requests and activities.

Step 4 — Identify Any Issues or Qualifications. If, at any point during the pre-certification review process, the certifying officer identifies facts or circumstances that would prevent the officer from making the certification without qualification — including any actual or potential violations of the antitrust laws, any failure to comply with any element of the Compliance Program, or any actual or potential breach of the NPA — the officer should immediately contact Calderwood & Harkness LLP to discuss the appropriate course of action. The responsible partner for this matter is Elaine Forsythe, who can be reached at the contact information set forth in Section 4.2 below. Under no circumstances should a certifying officer execute a certification that the officer knows or believes to be inaccurate or misleading in any material respect.

Step 5 — Complete Bracketed Fields. All bracketed fields in bold throughout the certification form should be completed with the applicable information at the time of certification, including the certifying officer's name, the applicable certification period dates, the name of the Audit Committee Chair, the name of the independent compliance monitor (for Years 1 and 2), and the date of execution.

Step 6 — Execute Under Penalty of Perjury. As specified in the NPA, each certification must be executed under penalty of perjury under the laws of the United States. The certifying officer should understand the legal significance of this requirement before executing the certification.

Step 7 — Deliver and Retain. Following execution, the certification should be delivered to the Department of Justice, the compliance monitor (during the monitor's term), and Calderwood & Harkness LLP in accordance with the instructions set forth in Section 1.3 above. Originals should be retained by TMC's legal department.

2. FORM OF CEO ANNUAL COMPLIANCE CERTIFICATION

The following pages contain the form of annual compliance certification to be executed by the Chief Executive Officer of Torchlight Mining Corp. Bracketed fields in bold should be completed at the time of execution.

ANNUAL COMPLIANCE CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER OF TORCHLIGHT MINING CORP.

Pursuant to Section [__] of the Non-Prosecution Agreement (DOJ Reference No. ATR-SF-2024-00312)

Certification Period: [insert start date] through [insert end date] (the "Certification Period")

Example: For the first annual certification, the Certification Period is May 6, 2024 through May 5, 2025.

Recitals. I, [Name], am the Chief Executive Officer of Torchlight Mining Corp., a corporation organized under the Canada Business Corporations Act (CBCA Corporation No. 7841526-1), with its registered office at 200 Bay Street, Suite 3400, Toronto, Ontario M5J 2J2, Canada, and its principal U.S. operations conducted through its wholly owned subsidiary Torchlight Mining (U.S.) Inc. (Nevada Entity No. NV20160438721, Federal EIN 83-2947106), with offices at 8750 West Sahara Avenue, Suite 210, Reno, NV 89117 (collectively, "TMC" or the "Company").

On May 6, 2024, TMC entered into a Non-Prosecution Agreement (DOJ Reference No. ATR-SF-2024-00312) with the Antitrust Division of the United States Department of Justice (the "NPA") resolving the Department's investigation into alleged price-fixing, market allocation, and bid-rigging in the North American specialty-minerals sector (Grand Jury No. GJ-22-0194, U.S. District Court, Northern District of California).

The NPA requires TMC to implement and maintain the Enhanced Antitrust Compliance Program described in Appendix A to the NPA (the "Compliance Program"), which includes, among other elements, mandatory annual antitrust training for relevant personnel, the appointment of an independent Chief Compliance Officer, competitor-contact protocols, trade-association interaction policies, and periodic compliance auditing. The Compliance Program is designed to prevent, detect, and remediate antitrust violations and to promote a culture of compliance within TMC and its subsidiaries.

Section [__] of the NPA requires that TMC's Chief Executive Officer and General Counsel each provide an annual written certification to the Department of Justice that TMC has maintained and adhered to the Compliance Program during the preceding year. This certification is provided in satisfaction of that requirement for the Certification Period identified above.

Certification Statements. I, [Name], Chief Executive Officer of Torchlight Mining Corp., hereby certify as follows:

Statement 1 — Compliance Program Implementation. I certify that, during the Certification Period, TMC has maintained the Enhanced Antitrust Compliance Program as described in Appendix A to the NPA and has not made any material modifications to the Compliance Program without the prior written approval of the Department of Justice. The Compliance Program has remained in effect throughout the Certification Period and has been applied to all relevant business units, personnel, and operations of TMC and its subsidiaries, including Torchlight Mining (U.S.) Inc.

Statement 2 — Annual Training. I certify that, during the Certification Period, TMC conducted mandatory annual antitrust compliance training for all employees identified in Appendix A to the NPA as required participants, including all personnel within the U.S. Specialty Minerals Division and all commercial and sales personnel with responsibilities for the pricing or sale of high-purity feldspar, industrial talc, and rare-earth concentrates. Training was conducted in accordance with the content, format, and scheduling requirements set forth in Appendix A, and attendance records documenting completion of such training by all required participants have been maintained by the Chief Compliance Officer.

Statement 3 — Chief Compliance Officer. I certify that, during the Certification Period, TMC maintained an independent Chief Compliance Officer as required by the NPA, with direct reporting access to the Board of Directors and the Audit Committee (chaired by [Name of Audit Committee Chair]). The Chief Compliance Officer has had adequate resources, authority, and independence to perform the functions described in Appendix A to the NPA, including the authority to report directly to the Board of Directors and the Audit Committee without prior review or approval by other members of management.

Statement 4 — Competitor-Contact Protocols. I certify that, during the Certification Period, TMC maintained and enforced its protocols governing contacts with competitors, including pre-approval and contemporaneous documentation requirements for any communications with personnel of competing specialty-minerals producers. These protocols require that any planned contact with a competitor be approved in advance by the Chief Compliance Officer or the General Counsel, that the substance of any competitor contact be documented contemporaneously in writing, and that all such documentation be maintained in a centralized log available for review by the Chief Compliance Officer and the independent compliance monitor.

Statement 5 — Trade-Association Interaction Policies. I certify that, during the Certification Period, TMC maintained and enforced its policies governing employee participation in trade-association activities, including those of the North American Specialty Minerals Council (NASMC), requiring advance authorization, attendance by at least two TMC personnel at any meeting with competitors, and post-meeting written reports summarizing the topics discussed and any interactions with competitor personnel. All such reports have been filed with the Chief Compliance Officer and are available for review.

Statement 6 — Compliance Auditing. I certify that, during the Certification Period, TMC conducted or caused to be conducted periodic audits of compliance with the Compliance Program, consistent with the auditing requirements set forth in Appendix A to the NPA. The scope of such audits included a review of training completion, competitor-contact logs, trade-association meeting reports, hotline reports, and other relevant compliance records. The results of such audits were reported to the Chief Compliance Officer and the Board of Directors, and any corrective actions identified during such audits were addressed in a timely manner.

Statement 7 — Hotline and Reporting. I certify that, during the Certification Period, TMC maintained a confidential reporting mechanism (compliance hotline) through which employees could report suspected antitrust violations without fear of retaliation, and that all reports received through the hotline or through other internal reporting channels were investigated and addressed in accordance with the procedures set forth in the Compliance Program. TMC's anti-retaliation policies remained in effect throughout the Certification Period, and no employee was disciplined or subjected to adverse action for making a good-faith report of a suspected compliance violation.

Statement 8 — Monitor Cooperation.

[Include this Statement 8 for Year 1 and Year 2 certifications only. Omit for Year 3 certification, as the monitor term expires on May 6, 2026.]

I certify that, during the Certification Period, TMC cooperated fully with the independent compliance monitor ([Name of Monitor / Meridian Compliance Partners LLC]) as required by the NPA, including providing access to personnel, documents, and facilities as requested by the monitor. TMC responded to the monitor's requests for information in a timely and complete manner, facilitated the monitor's on-site visits and interviews with TMC personnel, and did not impede or obstruct the monitor's activities in any respect.

Statement 9 — No Known Violations. I certify that, to the best of my knowledge and after reasonable inquiry, no employee, officer, or director of TMC has engaged in any conduct during the Certification Period that would constitute a violation of the antitrust laws of the United States in connection with the products at issue (high-purity feldspar, industrial talc, and rare-earth concentrates) or that would constitute a material breach of the NPA. To the extent that any potential compliance concerns were identified during the Certification Period, such concerns were promptly reported to the Chief Compliance Officer and, where appropriate, to the independent compliance monitor and outside counsel, and were investigated and resolved in accordance with the procedures set forth in the Compliance Program.

Statement 10 — Cooperation Obligations. I certify that, during the Certification Period, TMC has complied with its cooperation obligations under the NPA, including making current and former employees available for interviews and testimony as requested by the Department of Justice in connection with any related investigations or prosecutions. TMC has not taken any action to discourage or prevent any current or former employee from cooperating with the Department of Justice, and has responded to all requests for cooperation in a timely and good-faith manner.

Acknowledgment. I make this certification based on my personal knowledge and upon reasonable inquiry of TMC's Chief Compliance Officer, General Counsel, and other relevant personnel. I have reviewed the relevant records and reports described above, including training attendance records, compliance audit results, competitor-contact logs, trade-association meeting reports, and compliance hotline reports and investigation summaries. I understand that this certification is being provided to the United States Department of Justice pursuant to the NPA and that any material misstatement or omission in this certification could constitute a breach of the NPA, which could result in the Department's prosecution of TMC based on the agreed statement of facts in Appendix B to the NPA.

Declaration Under Penalty of Perjury

I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct to the best of my knowledge, information, and belief.

________________________________________

[Name] Chief Executive Officer Torchlight Mining Corp.

Date: [Date]

3. FORM OF GENERAL COUNSEL ANNUAL COMPLIANCE CERTIFICATION

The following pages contain the form of annual compliance certification to be executed by the General Counsel of Torchlight Mining Corp. Bracketed fields in bold should be completed at the time of execution.

ANNUAL COMPLIANCE CERTIFICATION OF THE GENERAL COUNSEL OF TORCHLIGHT MINING CORP.

Pursuant to Section [__] of the Non-Prosecution Agreement (DOJ Reference No. ATR-SF-2024-00312)

Certification Period: [insert start date] through [insert end date] (the "Certification Period")

Example: For the first annual certification, the Certification Period is May 6, 2024 through May 5, 2025.

Recitals. I, [Name], am the General Counsel of Torchlight Mining Corp., a corporation organized under the Canada Business Corporations Act (CBCA Corporation No. 7841526-1), with its registered office at 200 Bay Street, Suite 3400, Toronto, Ontario M5J 2J2, Canada, and its principal U.S. operations conducted through its wholly owned subsidiary Torchlight Mining (U.S.) Inc. (Nevada Entity No. NV20160438721, Federal EIN 83-2947106), with offices at 8750 West Sahara Avenue, Suite 210, Reno, NV 89117 (collectively, "TMC" or the "Company").

On May 6, 2024, TMC entered into a Non-Prosecution Agreement (DOJ Reference No. ATR-SF-2024-00312) with the Antitrust Division of the United States Department of Justice (the "NPA") resolving the Department's investigation into alleged price-fixing, market allocation, and bid-rigging in the North American specialty-minerals sector (Grand Jury No. GJ-22-0194, U.S. District Court, Northern District of California).

The NPA requires TMC to implement and maintain the Enhanced Antitrust Compliance Program described in Appendix A to the NPA (the "Compliance Program"), which includes, among other elements, mandatory annual antitrust training for relevant personnel, the appointment of an independent Chief Compliance Officer, competitor-contact protocols, trade-association interaction policies, and periodic compliance auditing. The Compliance Program is designed to prevent, detect, and remediate antitrust violations and to promote a culture of compliance within TMC and its subsidiaries.

Section [__] of the NPA requires that TMC's Chief Executive Officer and General Counsel each provide an annual written certification to the Department of Justice that TMC has maintained and adhered to the Compliance Program during the preceding year. This certification is provided in satisfaction of that requirement for the Certification Period identified above.

Certification Statements. I, [Name], General Counsel of Torchlight Mining Corp., hereby certify as follows:

Statement 1 — Compliance Program Implementation. I certify that, during the Certification Period, TMC has maintained the Enhanced Antitrust Compliance Program as described in Appendix A to the NPA and has not made any material modifications to the Compliance Program without the prior written approval of the Department of Justice. The Compliance Program has remained in effect throughout the Certification Period and has been applied to all relevant business units, personnel, and operations of TMC and its subsidiaries, including Torchlight Mining (U.S.) Inc.

Statement 2 — Annual Training. I certify that, during the Certification Period, TMC conducted mandatory annual antitrust compliance training for all employees identified in Appendix A to the NPA as required participants, including all personnel within the U.S. Specialty Minerals Division and all commercial and sales personnel with responsibilities for the pricing or sale of high-purity feldspar, industrial talc, and rare-earth concentrates. Training was conducted in accordance with the content, format, and scheduling requirements set forth in Appendix A, and attendance records documenting completion of such training by all required participants have been maintained by the Chief Compliance Officer and reviewed by the legal department.

Statement 3 — Chief Compliance Officer. I certify that, during the Certification Period, TMC maintained an independent Chief Compliance Officer as required by the NPA, with direct reporting access to the Board of Directors and the Audit Committee (chaired by [Name of Audit Committee Chair]). The Chief Compliance Officer has had adequate resources, authority, and independence to perform the functions described in Appendix A to the NPA, including the authority to report directly to the Board of Directors and the Audit Committee without prior review or approval by other members of management.

Statement 4 — Competitor-Contact Protocols. I certify that, during the Certification Period, TMC maintained and enforced its protocols governing contacts with competitors, including pre-approval and contemporaneous documentation requirements for any communications with personnel of competing specialty-minerals producers. These protocols require that any planned contact with a competitor be approved in advance by the Chief Compliance Officer or the General Counsel, that the substance of any competitor contact be documented contemporaneously in writing, and that all such documentation be maintained in a centralized log available for review by the Chief Compliance Officer, the legal department, and the independent compliance monitor.

Statement 5 — Trade-Association Interaction Policies. I certify that, during the Certification Period, TMC maintained and enforced its policies governing employee participation in trade-association activities, including those of the North American Specialty Minerals Council (NASMC), requiring advance authorization, attendance by at least two TMC personnel at any meeting with competitors, and post-meeting written reports summarizing the topics discussed and any interactions with competitor personnel. All such reports have been filed with the Chief Compliance Officer and the legal department and are available for review.

Statement 6 — Compliance Auditing. I certify that, during the Certification Period, TMC conducted or caused to be conducted periodic audits of compliance with the Compliance Program, consistent with the auditing requirements set forth in Appendix A to the NPA. The results of such audits were reported to the Chief Compliance Officer and the Board of Directors, and any corrective actions identified during such audits were addressed in a timely manner under the oversight of the legal department.

Statement 7 — Hotline and Reporting. I certify that, during the Certification Period, TMC maintained a confidential reporting mechanism (compliance hotline) through which employees could report suspected antitrust violations without fear of retaliation, and that all reports received through the hotline or through other internal reporting channels were investigated and addressed in accordance with the procedures set forth in the Compliance Program. TMC's anti-retaliation policies remained in effect throughout the Certification Period, and no employee was disciplined or subjected to adverse action for making a good-faith report of a suspected compliance violation.

Statement 8 — Monitor Cooperation.

[Include this Statement 8 for Year 1 and Year 2 certifications only. Omit for Year 3 certification, as the monitor term expires on May 6, 2026.]

I certify that, during the Certification Period, TMC cooperated fully with the independent compliance monitor ([Name of Monitor / Meridian Compliance Partners LLC]) as required by the NPA, including providing access to personnel, documents, and facilities as requested by the monitor. TMC responded to the monitor's requests for information in a timely and complete manner, facilitated the monitor's on-site visits and interviews with TMC personnel, and did not impede or obstruct the monitor's activities in any respect.

Statement 9 — No Known Violations. I certify that, to the best of my knowledge and after reasonable inquiry, no employee, officer, or director of TMC has engaged in any conduct during the Certification Period that would constitute a violation of the antitrust laws of the United States in connection with the products at issue (high-purity feldspar, industrial talc, and rare-earth concentrates) or that would constitute a material breach of the NPA. To the extent that any potential compliance concerns were identified during the Certification Period, such concerns were promptly reported to the Chief Compliance Officer and, where appropriate, to the independent compliance monitor and outside counsel, and were investigated and resolved in accordance with the procedures set forth in the Compliance Program.

Statement 10 — Cooperation Obligations. I certify that, during the Certification Period, TMC has complied with its cooperation obligations under the NPA, including making current and former employees available for interviews and testimony as requested by the Department of Justice in connection with any related investigations or prosecutions. TMC has not taken any action to discourage or prevent any current or former employee from cooperating with the Department of Justice, and has responded to all requests for cooperation in a timely and good-faith manner.

Statement 11 — Legal Oversight. I certify that, during the Certification Period, I have exercised oversight of the Compliance Program in my capacity as General Counsel, including reviewing reports from the Chief Compliance Officer, supervising the legal department's role in compliance training, and ensuring that TMC's policies and procedures remain consistent with the requirements of Appendix A to the NPA. I have met regularly with the Chief Compliance Officer throughout the Certification Period to discuss the status of the Compliance Program, review any compliance concerns or incidents, and assess whether any modifications to the program were necessary or advisable. I have also reviewed and approved the legal department's contributions to compliance training content and materials, and have ensured that the legal department has been responsive to the Chief Compliance Officer's requests for support and guidance.

Statement 12 — Document Retention. I certify that, during the Certification Period, TMC has maintained document-retention practices consistent with its obligations under the NPA, including preservation of all records relating to the Compliance Program, training attendance, audit results, and any reports of potential antitrust concerns. All such records have been maintained in an organized and accessible manner under the supervision of the legal department. TMC has not destroyed, altered, or concealed any records that are subject to preservation obligations under the NPA, and has implemented reasonable safeguards — including written document-retention instructions to relevant personnel and periodic reminders — to prevent the inadvertent loss or destruction of such records.

Acknowledgment. I make this certification based on my personal knowledge and upon reasonable inquiry of TMC's Chief Compliance Officer and other relevant personnel. I have reviewed the relevant records and reports described above, including training attendance records, compliance audit results, competitor-contact logs, trade-association meeting reports, compliance hotline reports and investigation summaries, and document-retention records. I understand that this certification is being provided to the United States Department of Justice pursuant to the NPA and that any material misstatement or omission in this certification could constitute a breach of the NPA, which could result in the Department's prosecution of TMC based on the agreed statement of facts in Appendix B to the NPA.

Declaration Under Penalty of Perjury

I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct to the best of my knowledge, information, and belief.

________________________________________

[Name] General Counsel Torchlight Mining Corp.

Date: [Date]

4. APPENDIX: CHECKLIST FOR CERTIFYING OFFICERS

4.1 Pre-Certification Review Checklist

The following checklist is provided to assist each certifying officer — the Chief Executive Officer and the General Counsel — in preparing to execute the annual compliance certification. This checklist should be completed before either officer signs the certification. Calderwood & Harkness recommends that each officer maintain a completed copy of this checklist, together with the supporting documentation referenced below, in the matter file.

Each item should be reviewed and confirmed, with the date of completion and the initials of the responsible individual noted in the spaces provided.

Item 1 — Review of Compliance Program. Obtain and review the current version of the Enhanced Antitrust Compliance Program (NPA Appendix A). Confirm that the Compliance Program as implemented during the Certification Period is consistent with the requirements of Appendix A and that no unauthorized or unapproved modifications have been made. If any modifications were made with the prior written approval of the Department of Justice, obtain and retain a copy of the DOJ's written approval.

Completed: __ Initials: __

Item 2 — Training Confirmation. Obtain written confirmation from the Chief Compliance Officer that all required annual antitrust compliance training sessions were completed during the Certification Period. Review the attendance records to confirm that all employees identified in Appendix A as required participants attended and completed the training, including all personnel within the U.S. Specialty Minerals Division and all commercial and sales personnel with responsibilities for the pricing or sale of high-purity feldspar, industrial talc, and rare-earth concentrates. Identify and address any gaps in attendance (e.g., employees who missed training due to leave or absence should have completed make-up sessions).

Completed: __ Initials: __

Item 3 — Compliance Audit Confirmation. Obtain written confirmation from the Chief Compliance Officer regarding the status and results of all compliance audits conducted during the Certification Period. Review the audit reports to confirm that audits were conducted in accordance with the schedule and scope set forth in Appendix A. Confirm that any corrective actions identified during the audits have been implemented or are in the process of being implemented, and obtain documentation of such corrective actions.

Completed: __ Initials: __

Item 4 — Hotline and Reporting Review. Review all compliance hotline reports and investigation summaries for the Certification Period. Confirm that all reports received through the hotline or other internal channels were investigated in accordance with the Compliance Program's procedures. Confirm that any substantiated concerns were addressed and that no reports remain unresolved without adequate justification. Confirm that no reporter was subjected to retaliation.

Completed: __ Initials: __

Item 5 — Competitor-Contact Logs and Trade-Association Reports. Confirm that competitor-contact logs and trade-association meeting reports are current and complete for the Certification Period. Review a sample of logs and reports to confirm adherence to the pre-approval, dual-attendance, and contemporaneous-documentation requirements. Identify and address any deficiencies.

Completed: __ Initials: __

Item 6 — Monitor Cooperation (Years 1 and 2 Only). Confirm cooperation with the independent compliance monitor (Meridian Compliance Partners LLC / Claudia Ferraro) during the first and second certification years (through May 6, 2026). Obtain written confirmation from the monitor, if possible, that TMC has cooperated fully with the monitor's requests and activities. Review any monitor reports or correspondence to identify any areas of concern raised by the monitor and confirm that such concerns have been addressed.

Completed: __ Initials: _ N/A (Year 3): ___

Item 7 — No Known Violations. Confirm that no known violations or potential violations of the antitrust laws, or material breaches of the NPA, are outstanding or unreported. If any potential compliance concerns were identified during the Certification Period, confirm that they were reported, investigated, and resolved in accordance with the Compliance Program. If any matters remain under investigation, consult with outside counsel regarding the impact on the certification.

Completed: __ Initials: __

Item 8 — DOJ Cooperation. Confirm that TMC has responded to all DOJ requests for cooperation (including requests for interviews, testimony, and documents) during the Certification Period. Review correspondence with the DOJ to confirm that all requests have been fulfilled in a timely manner and that no outstanding requests remain unanswered.

Completed: __ Initials: __

Item 9 — Outside Counsel Consultation. Consult with outside counsel (Calderwood & Harkness LLP, Elaine Forsythe, Responsible Partner) if any issues, concerns, qualifications, or potential impediments to certification are identified during the pre-certification review process. Document the consultation and any guidance received. If no issues are identified, note this for the record.

Completed: __ Initials: __

Item 10 — Execution, Delivery, and Retention. Following execution of the certification, confirm delivery to the DOJ (San Francisco Field Office and Deputy Assistant Attorney General), the compliance monitor (during Years 1 and 2), and Calderwood & Harkness LLP. Retain executed originals in TMC's legal department files. Retain proof of delivery (courier tracking, delivery receipts, email confirmation).

Completed: __ Initials: __

4.2 Key Contacts

The following individuals and organizations are the key contacts for purposes of the annual certification process:

Outside Counsel — Calderwood & Harkness LLP

Elaine Forsythe, Responsible Partner Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104

Howard Bellamy, Billing Partner Calderwood & Harkness LLP One Liberty Plaza, 50th Floor New York, NY 10006

U.S. Department of Justice — Antitrust Division, San Francisco Field Office

Trial Attorney Denise Kowalski Senior Trial Attorney Marcus Reeves U.S. Department of Justice Antitrust Division — San Francisco Field Office 450 Golden Gate Avenue, Room 10-0101 San Francisco, CA 94102

Deputy Assistant Attorney General

Julia Stafford-Hayes Deputy Assistant Attorney General U.S. Department of Justice, Antitrust Division Washington, D.C.

Independent Compliance Monitor

Claudia Ferraro Meridian Compliance Partners LLC 1100 Connecticut Avenue NW, Suite 730 Washington, DC 20036

TMC Chief Compliance Officer

[Name to be appointed pursuant to NPA Appendix A] Torchlight Mining Corp.

TMC Audit Committee Chair

Janet Moreau-Shaw Audit Committee Chair, TMC Board of Directors Torchlight Mining Corp. 200 Bay Street, Suite 3400 Toronto, ON M5J 2J2, Canada

4.3 Certification Schedule Summary Table

The following table summarizes the certification schedule, including the applicable certification periods, due dates, and key considerations for each year:

5. ADMINISTRATIVE NOTES

The following administrative notes are provided for the reference of TMC's certifying officers and the legal department:

Calderwood & Harkness LLP Matter Number. All correspondence, invoices, and documents relating to this matter should reference Calderwood & Harkness LLP Matter No. 1039-00001. All inquiries from TMC personnel regarding the NPA, the Compliance Program, or the annual certification process should be directed to Elaine Forsythe, Responsible Partner, at the contact information set forth in Section 4.2 above.

Monetary Payment Obligation. TMC's monetary payment obligation of USD $48,500,000 under the NPA was due by July 5, 2024, which is sixty (60) days from the NPA execution date of May 6, 2024. The monetary payment obligation is independent of the annual certification obligations and is not addressed in the certifications. However, TMC should confirm that the monetary payment was made on time and in full, as a failure to make the required payment would constitute a separate breach of the NPA.

Carve-Out for Gavin Holt. The NPA includes a carve-out for Gavin Holt, TMC's former Vice President of U.S. Specialty Minerals Sales. Mr. Holt is not covered by the NPA and remains subject to potential individual prosecution by the Department of Justice. The annual certifications relate only to TMC as an entity and its current employees, officers, and directors. The certifications do not address and should not be construed to address the conduct of Mr. Holt or any former employee who is not covered by the NPA. TMC personnel should not communicate with Mr. Holt regarding the NPA, the Compliance Program, or the annual certifications without the prior approval of Calderwood & Harkness LLP.

Consequences of Breach. If TMC materially breaches any term of the NPA — including, without limitation, a failure to provide timely and accurate annual certifications — the Department of Justice reserves the right to prosecute TMC based on the agreed statement of facts set forth in Appendix B to the NPA. A material misstatement or omission in an annual certification could constitute such a breach. Accordingly, certifying officers should exercise the utmost care and diligence in reviewing and completing the certifications, and should consult with outside counsel promptly if any issue arises that could affect the accuracy or completeness of the certification.

Confidentiality. This template is provided as attorney work product by Calderwood & Harkness LLP for the exclusive use of Torchlight Mining Corp. It is protected by the attorney-client privilege and the work-product doctrine. This template should not be filed with any court or governmental body, circulated to any third party, or disclosed to any person outside of TMC's legal department and authorized officers without the prior written review and approval of Calderwood & Harkness LLP. The executed certifications themselves are intended for delivery to the Department of Justice and the independent compliance monitor as described in Section 1.3 above and are not subject to the same confidentiality restrictions once delivered.

— End of Template —

Calderwood & Harkness LLP — Matter No. 1039-00001 PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT Prepared May 10, 2024

Certification Year	Certification Period	Due Date	Monitor Active?	Notes
Year 1	May 6, 2024 – May 5, 2025	May 6, 2025	Yes (Meridian Compliance Partners LLC)	Include Statement 8 (monitor cooperation); first certification under the NPA
Year 2	May 6, 2025 – May 5, 2026	May 6, 2026	Yes (through May 6, 2026)	Include Statement 8; monitor term concludes at end of this period
Year 3	May 6, 2026 – May 5, 2027	May 6, 2027	No (monitor term expired May 6, 2026)	Omit Statement 8; final certification; NPA cooperation obligations expire May 6, 2027

Record

Matter1039-00001

ClientTorchlight Mining Corp

Practice areaLitigation

Folderdocuments

Typedocx

Size49 KB

Parties

Harkness LLPTorchlight Mining CorpSeverin Partners LLCHalcyon Partners LLCMeridian Compliance Partners LLCCanada Business CorpCBCA CorpExecutive Officer Torchlight Mining Corp

Dates

May 10, 2024May 6, 2024May 6, 2027May 6, 2025May 5, 2025May 6, 2026

Amounts

$48,500,000

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
ANNUAL COMPLIANCE CERTIFICATION PURSUANT TO NON-PROSECUTION AGREEMENT (ATR-SF-2024-00312)
TEMPLATE FOR ANNUAL USE
Bracketed fields in bold indicate information to be completed by the certifying officer at the time of each annual certification.
Prepared by:
Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104
Prepared for:
Torchlight Mining Corp. 200 Bay Street, Suite 3400 Toronto, ON M5J 2J2, Canada
Date of Preparation: May 10, 2024
Calderwood & Harkness Matter Number: 1039-00001
Right-click to update Table of Contents
1. INTRODUCTORY INSTRUCTIONS FOR USE
1.1 Purpose of This Template
This template has been prepared by Calderwood & Harkness LLP ("Calderwood & Harkness" or "outside counsel") for the exclusive use of Torchlight Mining Corp. ("TMC" or the "Company") to facilitate TMC's compliance with the annual certification requirement set forth in the Non-Prosecution Agreement between TMC and the United States Department of Justice, Antitrust Division (DOJ Reference No. ATR-SF-2024-00312) (the "NPA"), which was executed on May 6, 2024. The NPA resolved the Department of Justice's investigation into alleged price-fixing, market allocation, and bid-rigging in the North American specialty-minerals sector, as further described in the NPA and the agreed statement of facts set forth in Appendix B thereto.
Pursuant to the terms of the NPA, TMC is required to implement and maintain an Enhanced Antitrust Compliance Program (as described in Appendix A to the NPA) throughout the three-year term of the NPA. As a condition of the NPA, TMC's Chief Executive Officer and General Counsel are each required to provide an annual written certification to the Department of Justice affirming that TMC has maintained and adhered to the Enhanced Antitrust Compliance Program during the preceding certification year. The certification must address, among other things, the completion of mandatory antitrust compliance training, the operation of competitor-contact protocols and trade-association interaction policies, the functioning of the compliance hotline and internal reporting mechanisms, the conduct of periodic compliance audits, and ongoing cooperation with the independent compliance monitor and the Department of Justice.
This template provides the form of certification to be executed by each certifying officer. Two separate certifications are required each year: one by the Chief Executive Officer (currently Søren Dalmqvist) and one by the General Counsel (currently Priya Anand). Each officer must independently review, complete, and execute the applicable form of certification. The certifications are substantively parallel in structure but contain certain role-specific provisions reflecting the distinct responsibilities of the CEO and the General Counsel under the NPA and the Compliance Program.
This template is provided as attorney work product and is intended solely for use by TMC and its authorized officers. It should not be filed with any court or governmental body, or circulated to any third party, without the prior review and approval of Calderwood & Harkness LLP.
1.2 Certification Schedule and Deadlines
The NPA has a term of three years, running from May 6, 2024 through May 6, 2027. During that term, TMC is required to provide three annual compliance certifications, according to the following schedule:
First Annual Certification: The first annual certification is due on or before May 6, 2025, which is one year from the NPA execution date of May 6, 2024. The first certification period covers the twelve-month period from May 6, 2024 through May 5, 2025.
Second Annual Certification: The second annual certification is due on or before May 6, 2026, covering the twelve-month period from May 6, 2025 through May 5, 2026. This certification period coincides with the conclusion of the independent compliance monitor's two-year term.
Third and Final Annual Certification: The third and final annual certification is due on or before May 6, 2027, covering the twelve-month period from May 6, 2026 through May 5, 2027. This certification will be the last annual certification required under the NPA, and its timely delivery in conformity with the requirements of the NPA will satisfy TMC's certification obligations in their entirety.
It is important to note that the independent compliance monitor's term runs for two years, from May 6, 2024 through May 6, 2026. Accordingly, the monitor cooperation certification statement (Statement 8 in the forms below) is applicable only to the first and second annual certifications. The third-year certification will be prepared and delivered after the monitor term has concluded, but while TMC's broader cooperation obligations under the NPA remain in effect through the conclusion of the NPA term on May 6, 2027.
TMC should calendar all certification deadlines well in advance and commence the pre-certification review process no later than sixty (60) days prior to each due date to allow adequate time for internal review, consultation with the Chief Compliance Officer, and coordination with outside counsel.
1.3 Filing and Delivery Instructions
Each completed and executed certification must be delivered to the Department of Justice, Antitrust Division, San Francisco Field Office at the following address:
U.S. Department of Justice Antitrust Division — San Francisco Field Office 450 Golden Gate Avenue, Room 10-0101 San Francisco, CA 94102
Each certification should be addressed to the attention of the assigned trial attorneys — currently Trial Attorney Denise Kowalski and Senior Trial Attorney Marcus Reeves — or their designated successors. A copy of each certification should also be sent to the Deputy Assistant Attorney General currently overseeing this matter, Julia Stafford-Hayes, at the Department of Justice, Antitrust Division, in Washington, D.C.
Calderwood & Harkness recommends that each certification be delivered by both (a) electronic mail to the assigned trial attorneys and the Deputy Assistant Attorney General, and (b) hard copy via overnight courier service (e.g., Severin Partners LLC or Halcyon Partners LLC) with delivery confirmation and signature required. Retaining proof of delivery — including courier tracking confirmation, delivery receipts, and email delivery and read receipts where available — is strongly advised.
During the compliance monitor's two-year term (May 6, 2024 through May 6, 2026), a copy of each certification should be provided simultaneously to the independent compliance monitor at the following address:
Meridian Compliance Partners LLC
Attn: Claudia Ferraro
1100 Connecticut Avenue NW, Suite 730 Washington, DC 20036
This simultaneous delivery to the monitor is not expressly mandated by the NPA but is consistent with TMC's cooperation obligations and the monitor's oversight function, and has been discussed with and agreed to by the Department of Justice.
TMC should retain the originally executed versions of all certifications in the legal department's files, maintained in a secure and readily accessible location. A copy of each executed certification should also be forwarded to Calderwood & Harkness LLP for inclusion in the matter file (Calderwood & Harkness Matter No. 1039-00001). All certifications and related correspondence should be preserved in accordance with TMC's document-retention obligations under the NPA, as further described in Section 3.3 below.
1.4 Process for Completion
The following process should be followed by each certifying officer (the CEO and the General Counsel) prior to executing the applicable annual certification:
Step 1 — Review the Compliance Program. The certifying officer should obtain and review in full the current version of the Enhanced Antitrust Compliance Program as set forth in Appendix A to the NPA. The officer should confirm that the Compliance Program as currently implemented by TMC is consistent with the requirements of Appendix A and that no unauthorized modifications have been made during the certification period.
Step 2 — Consult with the Chief Compliance Officer. The certifying officer should consult with the independent Chief Compliance Officer appointed pursuant to the NPA to obtain information necessary to support each certification statement, including training completion records, compliance audit results, hotline reports and investigation summaries, competitor-contact logs, trade-association meeting reports, and any other relevant documentation. The Chief Compliance Officer should be asked to provide written confirmation addressing each element of the certification.
Step 3 — Consult with the Independent Compliance Monitor (Years 1 and 2). During the monitor's term, the certifying officer should confirm with the monitor's team (Meridian Compliance Partners LLC / Claudia Ferraro) that TMC has cooperated fully with the monitor's requests and activities.
Step 4 — Identify Any Issues or Qualifications. If, at any point during the pre-certification review process, the certifying officer identifies facts or circumstances that would prevent the officer from making the certification without qualification — including any actual or potential violations of the antitrust laws, any failure to comply with any element of the Compliance Program, or any actual or potential breach of the NPA — the officer should immediately contact Calderwood & Harkness LLP to discuss the appropriate course of action. The responsible partner for this matter is Elaine Forsythe, who can be reached at the contact information set forth in Section 4.2 below. Under no circumstances should a certifying officer execute a certification that the officer knows or believes to be inaccurate or misleading in any material respect.
Step 5 — Complete Bracketed Fields. All bracketed fields in bold throughout the certification form should be completed with the applicable information at the time of certification, including the certifying officer's name, the applicable certification period dates, the name of the Audit Committee Chair, the name of the independent compliance monitor (for Years 1 and 2), and the date of execution.
Step 6 — Execute Under Penalty of Perjury. As specified in the NPA, each certification must be executed under penalty of perjury under the laws of the United States. The certifying officer should understand the legal significance of this requirement before executing the certification.
Step 7 — Deliver and Retain. Following execution, the certification should be delivered to the Department of Justice, the compliance monitor (during the monitor's term), and Calderwood & Harkness LLP in accordance with the instructions set forth in Section 1.3 above. Originals should be retained by TMC's legal department.
2. FORM OF CEO ANNUAL COMPLIANCE CERTIFICATION
The following pages contain the form of annual compliance certification to be executed by the Chief Executive Officer of Torchlight Mining Corp. Bracketed fields in bold should be completed at the time of execution.
ANNUAL COMPLIANCE CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER OF TORCHLIGHT MINING CORP.
Pursuant to Section [__] of the Non-Prosecution Agreement (DOJ Reference No. ATR-SF-2024-00312)
Certification Period: [insert start date] through [insert end date] (the "Certification Period")
Example: For the first annual certification, the Certification Period is May 6, 2024 through May 5, 2025.
Recitals.  I, [Name], am the Chief Executive Officer of Torchlight Mining Corp., a corporation organized under the Canada Business Corporations Act (CBCA Corporation No. 7841526-1), with its registered office at 200 Bay Street, Suite 3400, Toronto, Ontario M5J 2J2, Canada, and its principal U.S. operations conducted through its wholly owned subsidiary Torchlight Mining (U.S.) Inc. (Nevada Entity No. NV20160438721, Federal EIN 83-2947106), with offices at 8750 West Sahara Avenue, Suite 210, Reno, NV 89117 (collectively, "TMC" or the "Company").
On May 6, 2024, TMC entered into a Non-Prosecution Agreement (DOJ Reference No. ATR-SF-2024-00312) with the Antitrust Division of the United States Department of Justice (the "NPA") resolving the Department's investigation into alleged price-fixing, market allocation, and bid-rigging in the North American specialty-minerals sector (Grand Jury No. GJ-22-0194, U.S. District Court, Northern District of California).
The NPA requires TMC to implement and maintain the Enhanced Antitrust Compliance Program described in Appendix A to the NPA (the "Compliance Program"), which includes, among other elements, mandatory annual antitrust training for relevant personnel, the appointment of an independent Chief Compliance Officer, competitor-contact protocols, trade-association interaction policies, and periodic compliance auditing. The Compliance Program is designed to prevent, detect, and remediate antitrust violations and to promote a culture of compliance within TMC and its subsidiaries.
Section [__] of the NPA requires that TMC's Chief Executive Officer and General Counsel each provide an annual written certification to the Department of Justice that TMC has maintained and adhered to the Compliance Program during the preceding year. This certification is provided in satisfaction of that requirement for the Certification Period identified above.
Certification Statements.  I, [Name], Chief Executive Officer of Torchlight Mining Corp., hereby certify as follows:
Statement 1 — Compliance Program Implementation. I certify that, during the Certification Period, TMC has maintained the Enhanced Antitrust Compliance Program as described in Appendix A to the NPA and has not made any material modifications to the Compliance Program without the prior written approval of the Department of Justice. The Compliance Program has remained in effect throughout the Certification Period and has been applied to all relevant business units, personnel, and operations of TMC and its subsidiaries, including Torchlight Mining (U.S.) Inc.
Statement 2 — Annual Training. I certify that, during the Certification Period, TMC conducted mandatory annual antitrust compliance training for all employees identified in Appendix A to the NPA as required participants, including all personnel within the U.S. Specialty Minerals Division and all commercial and sales personnel with responsibilities for the pricing or sale of high-purity feldspar, industrial talc, and rare-earth concentrates. Training was conducted in accordance with the content, format, and scheduling requirements set forth in Appendix A, and attendance records documenting completion of such training by all required participants have been maintained by the Chief Compliance Officer.
Statement 3 — Chief Compliance Officer. I certify that, during the Certification Period, TMC maintained an independent Chief Compliance Officer as required by the NPA, with direct reporting access to the Board of Directors and the Audit Committee (chaired by [Name of Audit Committee Chair]). The Chief Compliance Officer has had adequate resources, authority, and independence to perform the functions described in Appendix A to the NPA, including the authority to report directly to the Board of Directors and the Audit Committee without prior review or approval by other members of management.
Statement 4 — Competitor-Contact Protocols. I certify that, during the Certification Period, TMC maintained and enforced its protocols governing contacts with competitors, including pre-approval and contemporaneous documentation requirements for any communications with personnel of competing specialty-minerals producers. These protocols require that any planned contact with a competitor be approved in advance by the Chief Compliance Officer or the General Counsel, that the substance of any competitor contact be documented contemporaneously in writing, and that all such documentation be maintained in a centralized log available for review by the Chief Compliance Officer and the independent compliance monitor.
Statement 5 — Trade-Association Interaction Policies. I certify that, during the Certification Period, TMC maintained and enforced its policies governing employee participation in trade-association activities, including those of the North American Specialty Minerals Council (NASMC), requiring advance authorization, attendance by at least two TMC personnel at any meeting with competitors, and post-meeting written reports summarizing the topics discussed and any interactions with competitor personnel. All such reports have been filed with the Chief Compliance Officer and are available for review.
Statement 6 — Compliance Auditing. I certify that, during the Certification Period, TMC conducted or caused to be conducted periodic audits of compliance with the Compliance Program, consistent with the auditing requirements set forth in Appendix A to the NPA. The scope of such audits included a review of training completion, competitor-contact logs, trade-association meeting reports, hotline reports, and other relevant compliance records. The results of such audits were reported to the Chief Compliance Officer and the Board of Directors, and any corrective actions identified during such audits were addressed in a timely manner.
Statement 7 — Hotline and Reporting. I certify that, during the Certification Period, TMC maintained a confidential reporting mechanism (compliance hotline) through which employees could report suspected antitrust violations without fear of retaliation, and that all reports received through the hotline or through other internal reporting channels were investigated and addressed in accordance with the procedures set forth in the Compliance Program. TMC's anti-retaliation policies remained in effect throughout the Certification Period, and no employee was disciplined or subjected to adverse action for making a good-faith report of a suspected compliance violation.
Statement 8 — Monitor Cooperation.
[Include this Statement 8 for Year 1 and Year 2 certifications only. Omit for Year 3 certification, as the monitor term expires on May 6, 2026.]
I certify that, during the Certification Period, TMC cooperated fully with the independent compliance monitor ([Name of Monitor / Meridian Compliance Partners LLC]) as required by the NPA, including providing access to personnel, documents, and facilities as requested by the monitor. TMC responded to the monitor's requests for information in a timely and complete manner, facilitated the monitor's on-site visits and interviews with TMC personnel, and did not impede or obstruct the monitor's activities in any respect.
Statement 9 — No Known Violations. I certify that, to the best of my knowledge and after reasonable inquiry, no employee, officer, or director of TMC has engaged in any conduct during the Certification Period that would constitute a violation of the antitrust laws of the United States in connection with the products at issue (high-purity feldspar, industrial talc, and rare-earth concentrates) or that would constitute a material breach of the NPA. To the extent that any potential compliance concerns were identified during the Certification Period, such concerns were promptly reported to the Chief Compliance Officer and, where appropriate, to the independent compliance monitor and outside counsel, and were investigated and resolved in accordance with the procedures set forth in the Compliance Program.
Statement 10 — Cooperation Obligations. I certify that, during the Certification Period, TMC has complied with its cooperation obligations under the NPA, including making current and former employees available for interviews and testimony as requested by the Department of Justice in connection with any related investigations or prosecutions. TMC has not taken any action to discourage or prevent any current or former employee from cooperating with the Department of Justice, and has responded to all requests for cooperation in a timely and good-faith manner.
Acknowledgment.  I make this certification based on my personal knowledge and upon reasonable inquiry of TMC's Chief Compliance Officer, General Counsel, and other relevant personnel. I have reviewed the relevant records and reports described above, including training attendance records, compliance audit results, competitor-contact logs, trade-association meeting reports, and compliance hotline reports and investigation summaries. I understand that this certification is being provided to the United States Department of Justice pursuant to the NPA and that any material misstatement or omission in this certification could constitute a breach of the NPA, which could result in the Department's prosecution of TMC based on the agreed statement of facts in Appendix B to the NPA.
Declaration Under Penalty of Perjury
I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct to the best of my knowledge, information, and belief.
________________________________________
[Name] Chief Executive Officer Torchlight Mining Corp.
Date: [Date]
3. FORM OF GENERAL COUNSEL ANNUAL COMPLIANCE CERTIFICATION
The following pages contain the form of annual compliance certification to be executed by the General Counsel of Torchlight Mining Corp. Bracketed fields in bold should be completed at the time of execution.
ANNUAL COMPLIANCE CERTIFICATION OF THE GENERAL COUNSEL OF TORCHLIGHT MINING CORP.
Pursuant to Section [__] of the Non-Prosecution Agreement (DOJ Reference No. ATR-SF-2024-00312)
Certification Period: [insert start date] through [insert end date] (the "Certification Period")
Example: For the first annual certification, the Certification Period is May 6, 2024 through May 5, 2025.
Recitals.  I, [Name], am the General Counsel of Torchlight Mining Corp., a corporation organized under the Canada Business Corporations Act (CBCA Corporation No. 7841526-1), with its registered office at 200 Bay Street, Suite 3400, Toronto, Ontario M5J 2J2, Canada, and its principal U.S. operations conducted through its wholly owned subsidiary Torchlight Mining (U.S.) Inc. (Nevada Entity No. NV20160438721, Federal EIN 83-2947106), with offices at 8750 West Sahara Avenue, Suite 210, Reno, NV 89117 (collectively, "TMC" or the "Company").
On May 6, 2024, TMC entered into a Non-Prosecution Agreement (DOJ Reference No. ATR-SF-2024-00312) with the Antitrust Division of the United States Department of Justice (the "NPA") resolving the Department's investigation into alleged price-fixing, market allocation, and bid-rigging in the North American specialty-minerals sector (Grand Jury No. GJ-22-0194, U.S. District Court, Northern District of California).
The NPA requires TMC to implement and maintain the Enhanced Antitrust Compliance Program described in Appendix A to the NPA (the "Compliance Program"), which includes, among other elements, mandatory annual antitrust training for relevant personnel, the appointment of an independent Chief Compliance Officer, competitor-contact protocols, trade-association interaction policies, and periodic compliance auditing. The Compliance Program is designed to prevent, detect, and remediate antitrust violations and to promote a culture of compliance within TMC and its subsidiaries.
Section [__] of the NPA requires that TMC's Chief Executive Officer and General Counsel each provide an annual written certification to the Department of Justice that TMC has maintained and adhered to the Compliance Program during the preceding year. This certification is provided in satisfaction of that requirement for the Certification Period identified above.
Certification Statements.  I, [Name], General Counsel of Torchlight Mining Corp., hereby certify as follows:
Statement 1 — Compliance Program Implementation. I certify that, during the Certification Period, TMC has maintained the Enhanced Antitrust Compliance Program as described in Appendix A to the NPA and has not made any material modifications to the Compliance Program without the prior written approval of the Department of Justice. The Compliance Program has remained in effect throughout the Certification Period and has been applied to all relevant business units, personnel, and operations of TMC and its subsidiaries, including Torchlight Mining (U.S.) Inc.
Statement 2 — Annual Training. I certify that, during the Certification Period, TMC conducted mandatory annual antitrust compliance training for all employees identified in Appendix A to the NPA as required participants, including all personnel within the U.S. Specialty Minerals Division and all commercial and sales personnel with responsibilities for the pricing or sale of high-purity feldspar, industrial talc, and rare-earth concentrates. Training was conducted in accordance with the content, format, and scheduling requirements set forth in Appendix A, and attendance records documenting completion of such training by all required participants have been maintained by the Chief Compliance Officer and reviewed by the legal department.
Statement 3 — Chief Compliance Officer. I certify that, during the Certification Period, TMC maintained an independent Chief Compliance Officer as required by the NPA, with direct reporting access to the Board of Directors and the Audit Committee (chaired by [Name of Audit Committee Chair]). The Chief Compliance Officer has had adequate resources, authority, and independence to perform the functions described in Appendix A to the NPA, including the authority to report directly to the Board of Directors and the Audit Committee without prior review or approval by other members of management.
Statement 4 — Competitor-Contact Protocols. I certify that, during the Certification Period, TMC maintained and enforced its protocols governing contacts with competitors, including pre-approval and contemporaneous documentation requirements for any communications with personnel of competing specialty-minerals producers. These protocols require that any planned contact with a competitor be approved in advance by the Chief Compliance Officer or the General Counsel, that the substance of any competitor contact be documented contemporaneously in writing, and that all such documentation be maintained in a centralized log available for review by the Chief Compliance Officer, the legal department, and the independent compliance monitor.
Statement 5 — Trade-Association Interaction Policies. I certify that, during the Certification Period, TMC maintained and enforced its policies governing employee participation in trade-association activities, including those of the North American Specialty Minerals Council (NASMC), requiring advance authorization, attendance by at least two TMC personnel at any meeting with competitors, and post-meeting written reports summarizing the topics discussed and any interactions with competitor personnel. All such reports have been filed with the Chief Compliance Officer and the legal department and are available for review.
Statement 6 — Compliance Auditing. I certify that, during the Certification Period, TMC conducted or caused to be conducted periodic audits of compliance with the Compliance Program, consistent with the auditing requirements set forth in Appendix A to the NPA. The results of such audits were reported to the Chief Compliance Officer and the Board of Directors, and any corrective actions identified during such audits were addressed in a timely manner under the oversight of the legal department.
Statement 7 — Hotline and Reporting. I certify that, during the Certification Period, TMC maintained a confidential reporting mechanism (compliance hotline) through which employees could report suspected antitrust violations without fear of retaliation, and that all reports received through the hotline or through other internal reporting channels were investigated and addressed in accordance with the procedures set forth in the Compliance Program. TMC's anti-retaliation policies remained in effect throughout the Certification Period, and no employee was disciplined or subjected to adverse action for making a good-faith report of a suspected compliance violation.
Statement 8 — Monitor Cooperation.
[Include this Statement 8 for Year 1 and Year 2 certifications only. Omit for Year 3 certification, as the monitor term expires on May 6, 2026.]
I certify that, during the Certification Period, TMC cooperated fully with the independent compliance monitor ([Name of Monitor / Meridian Compliance Partners LLC]) as required by the NPA, including providing access to personnel, documents, and facilities as requested by the monitor. TMC responded to the monitor's requests for information in a timely and complete manner, facilitated the monitor's on-site visits and interviews with TMC personnel, and did not impede or obstruct the monitor's activities in any respect.
Statement 9 — No Known Violations. I certify that, to the best of my knowledge and after reasonable inquiry, no employee, officer, or director of TMC has engaged in any conduct during the Certification Period that would constitute a violation of the antitrust laws of the United States in connection with the products at issue (high-purity feldspar, industrial talc, and rare-earth concentrates) or that would constitute a material breach of the NPA. To the extent that any potential compliance concerns were identified during the Certification Period, such concerns were promptly reported to the Chief Compliance Officer and, where appropriate, to the independent compliance monitor and outside counsel, and were investigated and resolved in accordance with the procedures set forth in the Compliance Program.
Statement 10 — Cooperation Obligations. I certify that, during the Certification Period, TMC has complied with its cooperation obligations under the NPA, including making current and former employees available for interviews and testimony as requested by the Department of Justice in connection with any related investigations or prosecutions. TMC has not taken any action to discourage or prevent any current or former employee from cooperating with the Department of Justice, and has responded to all requests for cooperation in a timely and good-faith manner.
Statement 11 — Legal Oversight. I certify that, during the Certification Period, I have exercised oversight of the Compliance Program in my capacity as General Counsel, including reviewing reports from the Chief Compliance Officer, supervising the legal department's role in compliance training, and ensuring that TMC's policies and procedures remain consistent with the requirements of Appendix A to the NPA. I have met regularly with the Chief Compliance Officer throughout the Certification Period to discuss the status of the Compliance Program, review any compliance concerns or incidents, and assess whether any modifications to the program were necessary or advisable. I have also reviewed and approved the legal department's contributions to compliance training content and materials, and have ensured that the legal department has been responsive to the Chief Compliance Officer's requests for support and guidance.
Statement 12 — Document Retention. I certify that, during the Certification Period, TMC has maintained document-retention practices consistent with its obligations under the NPA, including preservation of all records relating to the Compliance Program, training attendance, audit results, and any reports of potential antitrust concerns. All such records have been maintained in an organized and accessible manner under the supervision of the legal department. TMC has not destroyed, altered, or concealed any records that are subject to preservation obligations under the NPA, and has implemented reasonable safeguards — including written document-retention instructions to relevant personnel and periodic reminders — to prevent the inadvertent loss or destruction of such records.
Acknowledgment.  I make this certification based on my personal knowledge and upon reasonable inquiry of TMC's Chief Compliance Officer and other relevant personnel. I have reviewed the relevant records and reports described above, including training attendance records, compliance audit results, competitor-contact logs, trade-association meeting reports, compliance hotline reports and investigation summaries, and document-retention records. I understand that this certification is being provided to the United States Department of Justice pursuant to the NPA and that any material misstatement or omission in this certification could constitute a breach of the NPA, which could result in the Department's prosecution of TMC based on the agreed statement of facts in Appendix B to the NPA.
Declaration Under Penalty of Perjury
I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct to the best of my knowledge, information, and belief.
________________________________________
[Name] General Counsel Torchlight Mining Corp.
Date: [Date]
4. APPENDIX: CHECKLIST FOR CERTIFYING OFFICERS
4.1 Pre-Certification Review Checklist
The following checklist is provided to assist each certifying officer — the Chief Executive Officer and the General Counsel — in preparing to execute the annual compliance certification. This checklist should be completed before either officer signs the certification. Calderwood & Harkness recommends that each officer maintain a completed copy of this checklist, together with the supporting documentation referenced below, in the matter file.
Each item should be reviewed and confirmed, with the date of completion and the initials of the responsible individual noted in the spaces provided.
Item 1 — Review of Compliance Program. Obtain and review the current version of the Enhanced Antitrust Compliance Program (NPA Appendix A). Confirm that the Compliance Program as implemented during the Certification Period is consistent with the requirements of Appendix A and that no unauthorized or unapproved modifications have been made. If any modifications were made with the prior written approval of the Department of Justice, obtain and retain a copy of the DOJ's written approval.
Completed: __ Initials: __
Item 2 — Training Confirmation. Obtain written confirmation from the Chief Compliance Officer that all required annual antitrust compliance training sessions were completed during the Certification Period. Review the attendance records to confirm that all employees identified in Appendix A as required participants attended and completed the training, including all personnel within the U.S. Specialty Minerals Division and all commercial and sales personnel with responsibilities for the pricing or sale of high-purity feldspar, industrial talc, and rare-earth concentrates. Identify and address any gaps in attendance (e.g., employees who missed training due to leave or absence should have completed make-up sessions).
Completed: __ Initials: __
Item 3 — Compliance Audit Confirmation. Obtain written confirmation from the Chief Compliance Officer regarding the status and results of all compliance audits conducted during the Certification Period. Review the audit reports to confirm that audits were conducted in accordance with the schedule and scope set forth in Appendix A. Confirm that any corrective actions identified during the audits have been implemented or are in the process of being implemented, and obtain documentation of such corrective actions.
Completed: __ Initials: __
Item 4 — Hotline and Reporting Review. Review all compliance hotline reports and investigation summaries for the Certification Period. Confirm that all reports received through the hotline or other internal channels were investigated in accordance with the Compliance Program's procedures. Confirm that any substantiated concerns were addressed and that no reports remain unresolved without adequate justification. Confirm that no reporter was subjected to retaliation.
Completed: __ Initials: __
Item 5 — Competitor-Contact Logs and Trade-Association Reports. Confirm that competitor-contact logs and trade-association meeting reports are current and complete for the Certification Period. Review a sample of logs and reports to confirm adherence to the pre-approval, dual-attendance, and contemporaneous-documentation requirements. Identify and address any deficiencies.
Completed: __ Initials: __
Item 6 — Monitor Cooperation (Years 1 and 2 Only). Confirm cooperation with the independent compliance monitor (Meridian Compliance Partners LLC / Claudia Ferraro) during the first and second certification years (through May 6, 2026). Obtain written confirmation from the monitor, if possible, that TMC has cooperated fully with the monitor's requests and activities. Review any monitor reports or correspondence to identify any areas of concern raised by the monitor and confirm that such concerns have been addressed.
Completed: __ Initials: _ N/A (Year 3): ___
Item 7 — No Known Violations. Confirm that no known violations or potential violations of the antitrust laws, or material breaches of the NPA, are outstanding or unreported. If any potential compliance concerns were identified during the Certification Period, confirm that they were reported, investigated, and resolved in accordance with the Compliance Program. If any matters remain under investigation, consult with outside counsel regarding the impact on the certification.
Completed: __ Initials: __
Item 8 — DOJ Cooperation. Confirm that TMC has responded to all DOJ requests for cooperation (including requests for interviews, testimony, and documents) during the Certification Period. Review correspondence with the DOJ to confirm that all requests have been fulfilled in a timely manner and that no outstanding requests remain unanswered.
Completed: __ Initials: __
Item 9 — Outside Counsel Consultation. Consult with outside counsel (Calderwood & Harkness LLP, Elaine Forsythe, Responsible Partner) if any issues, concerns, qualifications, or potential impediments to certification are identified during the pre-certification review process. Document the consultation and any guidance received. If no issues are identified, note this for the record.
Completed: __ Initials: __
Item 10 — Execution, Delivery, and Retention. Following execution of the certification, confirm delivery to the DOJ (San Francisco Field Office and Deputy Assistant Attorney General), the compliance monitor (during Years 1 and 2), and Calderwood & Harkness LLP. Retain executed originals in TMC's legal department files. Retain proof of delivery (courier tracking, delivery receipts, email confirmation).
Completed: __ Initials: __
4.2 Key Contacts
The following individuals and organizations are the key contacts for purposes of the annual certification process:
Outside Counsel — Calderwood & Harkness LLP
Elaine Forsythe, Responsible Partner Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104
Howard Bellamy, Billing Partner Calderwood & Harkness LLP One Liberty Plaza, 50th Floor New York, NY 10006
U.S. Department of Justice — Antitrust Division, San Francisco Field Office
Trial Attorney Denise Kowalski Senior Trial Attorney Marcus Reeves U.S. Department of Justice Antitrust Division — San Francisco Field Office 450 Golden Gate Avenue, Room 10-0101 San Francisco, CA 94102
Deputy Assistant Attorney General
Julia Stafford-Hayes Deputy Assistant Attorney General U.S. Department of Justice, Antitrust Division Washington, D.C.
Independent Compliance Monitor
Claudia Ferraro Meridian Compliance Partners LLC 1100 Connecticut Avenue NW, Suite 730 Washington, DC 20036
TMC Chief Compliance Officer
[Name to be appointed pursuant to NPA Appendix A] Torchlight Mining Corp.
TMC Audit Committee Chair
Janet Moreau-Shaw Audit Committee Chair, TMC Board of Directors Torchlight Mining Corp. 200 Bay Street, Suite 3400 Toronto, ON M5J 2J2, Canada
4.3 Certification Schedule Summary Table
The following table summarizes the certification schedule, including the applicable certification periods, due dates, and key considerations for each year:
5. ADMINISTRATIVE NOTES
The following administrative notes are provided for the reference of TMC's certifying officers and the legal department:
Calderwood & Harkness LLP Matter Number. All correspondence, invoices, and documents relating to this matter should reference Calderwood & Harkness LLP Matter No. 1039-00001. All inquiries from TMC personnel regarding the NPA, the Compliance Program, or the annual certification process should be directed to Elaine Forsythe, Responsible Partner, at the contact information set forth in Section 4.2 above.
Monetary Payment Obligation. TMC's monetary payment obligation of USD $48,500,000 under the NPA was due by July 5, 2024, which is sixty (60) days from the NPA execution date of May 6, 2024. The monetary payment obligation is independent of the annual certification obligations and is not addressed in the certifications. However, TMC should confirm that the monetary payment was made on time and in full, as a failure to make the required payment would constitute a separate breach of the NPA.
Carve-Out for Gavin Holt. The NPA includes a carve-out for Gavin Holt, TMC's former Vice President of U.S. Specialty Minerals Sales. Mr. Holt is not covered by the NPA and remains subject to potential individual prosecution by the Department of Justice. The annual certifications relate only to TMC as an entity and its current employees, officers, and directors. The certifications do not address and should not be construed to address the conduct of Mr. Holt or any former employee who is not covered by the NPA. TMC personnel should not communicate with Mr. Holt regarding the NPA, the Compliance Program, or the annual certifications without the prior approval of Calderwood & Harkness LLP.
Consequences of Breach. If TMC materially breaches any term of the NPA — including, without limitation, a failure to provide timely and accurate annual certifications — the Department of Justice reserves the right to prosecute TMC based on the agreed statement of facts set forth in Appendix B to the NPA. A material misstatement or omission in an annual certification could constitute such a breach. Accordingly, certifying officers should exercise the utmost care and diligence in reviewing and completing the certifications, and should consult with outside counsel promptly if any issue arises that could affect the accuracy or completeness of the certification.
Confidentiality. This template is provided as attorney work product by Calderwood & Harkness LLP for the exclusive use of Torchlight Mining Corp. It is protected by the attorney-client privilege and the work-product doctrine. This template should not be filed with any court or governmental body, circulated to any third party, or disclosed to any person outside of TMC's legal department and authorized officers without the prior written review and approval of Calderwood & Harkness LLP. The executed certifications themselves are intended for delivery to the Department of Justice and the independent compliance monitor as described in Section 1.3 above and are not subject to the same confidentiality restrictions once delivered.
— End of Template —
Calderwood & Harkness LLP — Matter No. 1039-00001 PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT Prepared May 10, 2024
Certification Year | Certification Period | Due Date | Monitor Active? | Notes
Year 1 | May 6, 2024 – May 5, 2025 | May 6, 2025 | Yes (Meridian Compliance Partners LLC) | Include Statement 8 (monitor cooperation); first certification under the NPA
Year 2 | May 6, 2025 – May 5, 2026 | May 6, 2026 | Yes (through May 6, 2026) | Include Statement 8; monitor term concludes at end of this period
Year 3 | May 6, 2026 – May 5, 2027 | May 6, 2027 | No (monitor term expired May 6, 2026) | Omit Statement 8; final certification; NPA cooperation obligations expire May 6, 2027