1039-00003 · Torchlight Mining Corp · Engagement & Administration

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

FROM: Office of the General Counsel, Calderwood & Harkness LLP

TO: Harrison Wexford, Responsible Partner Beatrice Holloway, Billing Partner

DATE: October 18, 2024

RE: Conflict Check Results — Proposed Representation of Torchlight Mining Corp. and Affiliated U.S. Subsidiaries in Multi-Site EPA Compliance and Consent Decree Negotiation

MATTER NUMBER: 1039-00003

I. Purpose

This memorandum documents the results of the firm-wide conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Torchlight Mining Corp. ("TMC" or "Torchlight") and its U.S. subsidiaries in a multi-site environmental compliance matter and consent-decree negotiation with the United States Environmental Protection Agency ("EPA"), the United States Department of Justice ("DOJ"), Environment and Natural Resources Division ("ENRD"), Environmental Enforcement Section, and the States of Montana, Nevada, and West Virginia (through their respective environmental regulatory agencies and attorneys general offices). The proposed engagement encompasses counseling, administrative proceedings, and federal court proceedings arising under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the Clean Water Act ("CWA"), and analogous state environmental statutes, as more particularly described in the draft engagement letter circulated to the engagement team on October 14, 2024.

The conflict check was initiated on October 15, 2024, upon receipt of the completed new-matter intake form submitted by Harrison Wexford, Responsible Partner, and was completed on October 18, 2024, following the procedures described in Section IV of this memorandum.

Based on the comprehensive analysis set forth below, no conflicts of interest have been identified that would preclude the Firm from undertaking the proposed representation, and the engagement may proceed subject to the observations and recommendations noted in Section VII.

II. Proposed Client and Affiliated Entities

The following entities were identified as the proposed client and its affiliates and were searched in the Firm's conflict-checking systems. Each entity name was searched in full legal form, together with all known trade names, abbreviations, and ticker symbols.

A. Parent Corporation

Torchlight Mining Corp. — A corporation organized under the Canada Business Corporations Act ("CBCA") (federal); dual-listed on the Toronto Stock Exchange (TSX: TRC) and the New York Stock Exchange (NYSE: TRC). Principal headquarters are located at 1800 Bayfield Tower, 401 Bay Street, Toronto, Ontario M5H 2Y4, Canada. TMC maintains U.S. headquarters at 750 Copper Ridge Boulevard, Suite 200, Helena, Montana 59601. TMC is the ultimate parent company of each of the U.S. entities described below and is the named party in the pending federal enforcement action referenced herein.

B. U.S. Subsidiaries

1. Torchlight Mining (U.S.) Inc. — A corporation organized under the laws of the State of Delaware; Employer Identification Number ("EIN") 83-2047156; registered agent: Ashgrove Services Inc., 1209 Orange Street, Wilmington, Delaware 19801. Torchlight Mining (U.S.) Inc. is the direct operator of TMC's U.S. mining operations and is a wholly owned subsidiary of TMC. It serves as the intermediate holding company for the subsidiary entities identified below.

2. Torchlight Specialty Chemicals, Inc. — A corporation organized under the laws of the State of Delaware; EIN 47-3819204. Torchlight Specialty Chemicals, Inc. is the operator of the Gallatin Chemical Works facility (Gallatin County, Montana) and the Kanawha Bend Chemical Plant facility (Kanawha County, West Virginia). It is a wholly owned subsidiary of TMC through Torchlight Mining (U.S.) Inc.

3. Ridgecrest Mine Holdings, LLC — A limited liability company organized under the laws of the State of Montana; Montana Secretary of State ID E1042738. Ridgecrest Mine Holdings, LLC holds real property interests and mineral rights associated with the Ridgecrest Mine site located in Lewis and Clark County, Montana. It is a wholly owned subsidiary of Torchlight Mining (U.S.) Inc.

4. Bonanza Creek Mining, LLC — A limited liability company organized under the laws of the State of Nevada; Nevada Secretary of State Entity No. E0518294731. Bonanza Creek Mining, LLC holds real property interests, mineral rights, and water rights associated with the Bonanza Creek Mine site located in Humboldt County, Nevada. It is a wholly owned subsidiary of Torchlight Mining (U.S.) Inc.

C. Key Individuals at TMC

The following key individuals associated with TMC were also searched in the Firm's conflict-checking systems:

• Douglas K. Prennell — Chief Executive Officer, Torchlight Mining Corp.

• Miriam Soo-Hwan Park — General Counsel, Torchlight Mining Corp.

• Gareth Linford — Vice President, Environmental Health & Safety, Torchlight Mining Corp.

• Carolyn Bracebridge — Chief Financial Officer, Torchlight Mining Corp.

III. Adverse and Interested Parties Searched

In addition to the proposed client and its affiliates, the following adverse parties, interested parties, co-counsel, consultants, financial counterparties, and judicial officers were identified by the engagement team and searched in the Firm's conflict-checking systems.

A. Government Plaintiffs / Regulatory Counterparties

The following government entities and individual government attorneys were searched:

United States Environmental Protection Agency (EPA):

• EPA Regions 3 (Philadelphia), 8 (Denver), and 9 (San Francisco)

• EPA Office of Enforcement and Compliance Assurance ("OECA"), Washington, D.C.

• Margaret Coulson, Lead EPA Case Attorney, OECA

• Dr. Samuel Tesfaye, EPA Project Coordinator (Ridgecrest Mine site), Region 8

• Jennifer Whitfield, EPA Project Coordinator (Bonanza Creek Mine site), Region 9

United States Department of Justice, Environment and Natural Resources Division (ENRD), Environmental Enforcement Section:

• Philip Orenstein, Lead DOJ Trial Attorney

• Katherine Rowe-Halpern, Supervising DOJ Attorney, Senior Counsel

State of Montana, Department of Environmental Quality (MT DEQ):

• Annika Hedstrom, Assistant Attorney General, Montana Attorney General's Office, Environmental Bureau

State of Nevada, Division of Environmental Protection (NV DEP):

• Ricardo Fuentes, Deputy Attorney General, Nevada Attorney General's Office

State of West Virginia, Department of Environmental Protection (WV DEP):

• Loretta May Hatcher, Assistant Attorney General, West Virginia Attorney General's Office

Note: Government entities are not traditional "adverse parties" for purposes of the conflict-of-interest analysis under the applicable Rules of Professional Conduct. However, consistent with Firm policy, each government entity and each individual government attorney identified was searched as a matter of diligence to ensure the Firm has no current or recent representations of any of these governmental bodies or individuals that could give rise to an appearance of impropriety or a duty-of-loyalty concern. No current or recent representations of any of these governmental bodies or individuals were identified, as discussed further in Section V.B below.

B. Government's Technical Expert

Cascade Geosciences, Inc. — A corporation organized under the laws of the State of Washington; principal offices at 804 Salmon Bay Drive, Seattle, Washington 98107. Cascade Geosciences has been retained by the EPA as its independent technical reviewer for remedy selection and cost estimation at the Ridgecrest Mine Operable Unit 1 ("OU-1") and the Bonanza Creek Mine site.

• Dr. Patricia Voss, Ph.D. (Hydrogeology), Lead Expert, Cascade Geosciences, Inc.

C. Co-Counsel / Affiliated Counsel

The following law firms have been proposed by TMC as local counsel in the respective jurisdictions. Each firm and its identified lead partner were searched to confirm that no conflicts arise from prior adverse representations involving these firms, their attorneys, or their known clients.

1. Holcroft, Dane & Weiss LLP ("HDW") — A limited liability partnership organized under the laws of the State of Montana; principal offices at 45 North Last Chance Gulch, Suite 600, Helena, Montana 59601. Lead Partner: Russell Dane. HDW is proposed as Montana local counsel for TMC.

2. sagebrush Law Group, PLLC — A professional limited liability company organized under the laws of the State of Nevada; principal offices at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169. Lead Partner: Denise Quartaro. Sagebrush Law Group is proposed as Nevada local counsel for TMC.

3. Baxter, Tully & Crane PLLC ("BTC") — A professional limited liability company organized under the laws of the State of West Virginia; principal offices at 500 Lee Street East, Suite 1100, Charleston, West Virginia 25301. Lead Partner: Nathan Tully. BTC is proposed as West Virginia local counsel for TMC.

D. TMC's Prior Outside Counsel

Whitfield, Palmer & Goss LLP — TMC's prior outside environmental counsel, which is being replaced by C&H in connection with the multi-site compliance and consent-decree engagement. Whitfield, Palmer & Goss LLP was searched to confirm that no conflicts arise from concurrent or adverse representations involving that firm, and to confirm the Firm's ability to accept the transfer of the representation without impediment.

E. Consultants, Advisors, and Service Providers to TMC

The following consultants, advisors, and service providers retained by or affiliated with TMC were searched:

1. Pinnacle Creek Environmental, LLC — A limited liability company organized under the laws of the State of Delaware; principal offices at 320 Willowbrook Drive, Suite 100, Bozeman, Montana 59715. Pinnacle Creek Environmental serves as the environmental remediation consultant to TMC for the Ridgecrest, Bonanza Creek, and Kanawha Bend sites. Key individual searched: Dr. Astrid Bergmann, P.E., Senior Principal.

2. Northspire Capital Markets, Inc. — A corporation organized under the laws of the Province of Ontario; principal offices at 100 King Street West, Suite 4500, Toronto, Ontario M5X 1E3, with U.S. offices at 277 Park Avenue, 40th Floor, New York, New York 10172. Northspire Capital Markets serves as the financial advisor to TMC in connection with financial assurance structuring and potential capital markets transactions related to the remediation obligations. Key individual searched: Vivian Okafor, Managing Director.

3. Ridgeline Accounting Partners LLP — A limited liability partnership organized under the laws of the Province of Alberta; principal offices at 225 6th Avenue SW, Suite 3300, Calgary, Alberta T2P 1N2. Ridgeline Accounting Partners serves as the external auditor of TMC. Key individual searched: Frances Whitmore, CPA, CA, Engagement Partner.

F. Court-Appointed Monitor (Proposed)

Verdant Analytics, Inc. — A corporation organized under the laws of the State of Oregon; principal offices at 1550 NW Couch Street, Suite 400, Portland, Oregon 97209. Verdant Analytics has been proposed as the independent environmental auditor and compliance monitor for the anticipated consent decree. Key individual searched: Dr. Kamal Osei, Senior Managing Director.

G. Financial Assurance and Insurance Providers

The following financial institutions, surety companies, and insurance carriers involved or potentially involved in the matter were searched:

1. Ironbark Surety Group, Ltd. — A Bermuda-domiciled insurance holding company. U.S. operations are conducted through Ironbark Surety of America, Inc., a corporation organized under the laws of the State of New York; principal offices at 599 Lexington Avenue, 26th Floor, New York, New York 10022. Ironbark Surety of America is the proposed surety bond issuer for the financial assurance instruments required under the anticipated consent decree. Key individual searched: Thomas Rennick, Account Executive.

2. Larchfield Trust Company, N.A. — A national banking association chartered under the National Bank Act; principal offices at 200 South Tryon Street, Suite 1100, Charlotte, North Carolina 28202. Larchfield Trust Company is the proposed escrow agent and remediation trust trustee for the environmental remediation trust contemplated under the anticipated consent decree. Key individual searched: David Henshaw, Trust Officer.

3. Meridian Environmental Insurance Company — A stock insurance company domiciled in the State of Illinois; principal offices at 233 South Wacker Drive, Suite 4100, Chicago, Illinois 60606. Meridian Environmental Insurance Company is the carrier on TMC's Pollution Legal Liability ("PLL") insurance policy, Policy No. MEI-ENV-2021-04738. A coverage dispute is currently pending between TMC and Meridian regarding the allocation of remediation costs at the Ridgecrest Mine and Kanawha Bend Chemical Plant sites. Key individual searched: Sheila Grantham, Claims Adjuster.

4. Clearwater Mutual Insurance, Ltd. — A Bermuda exempted company; registered office at Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda. U.S. operations are managed through Clearwater Mutual Services, Inc., a corporation organized under the laws of the State of New York; principal offices at 1345 Avenue of the Americas, Suite 3200, New York, New York 10105. Clearwater Mutual Insurance is the carrier on TMC's Directors and Officers ("D&O") liability insurance policy, Policy No. CMI-DO-2023-10221. Key individual searched: Brendan Forsythe, Account Manager.

H. Lending / Credit Facility Parties

Harborstone National Bank, N.A. — A national banking association chartered under the National Bank Act. Harborstone serves as Administrative Agent under TMC's C$750.0 million syndicated revolving credit facility (the "Harborstone RCF"), which has a maturity date of March 15, 2027. The proposed engagement may involve advising TMC regarding covenant compliance, disclosure obligations, and potential notices required under the Harborstone RCF in connection with the environmental liabilities and the consent decree.

I. Court / Judicial Officers

The following judicial officers assigned to the pending federal enforcement action were searched:

• Hon. Donald W. Molloy, Senior United States District Judge, United States District Court for the District of Montana, Missoula Division

• Magistrate Judge Clara Finnegan, United States Magistrate Judge, United States District Court for the District of Montana

The pending federal enforcement action is docketed as United States v. Torchlight Mining Corp., et al., Civil Action No. 9:24-cv-00087-DWM (D. Mont.).

IV. Conflict Check Methodology

A. Electronic Database Searches

All entity names (including full legal names, commonly used short names, known trade names, abbreviations, and stock exchange ticker symbols) and all individual names identified in Sections II and III above were entered into the Firm's electronic conflict-checking database, the Greaves Services Inc. system (the "System"). The System is the Firm's centralized, firm-wide conflicts management platform and contains records of all client engagements, adverse-party designations, related-party entries, and individual attorney relationship disclosures maintained by the Firm.

Searches were conducted across all offices of Calderwood & Harkness LLP worldwide, including all domestic and international offices, and encompassed the following categories of records:

(i) Current and former client representations, including all open and closed matters in the Firm's matter management system;

(ii) Current and former adverse parties designated in the Firm's records in connection with litigation, transactional, regulatory, and advisory matters;

(iii) Related parties, affiliates, and subsidiaries associated with any client or adverse party entry in the System;

(iv) Individual attorney relationship disclosures, including personal financial interests, family relationships, and prior employment or association with any of the searched entities or individuals; and

(v) Board memberships, advisory positions, and outside directorships held by C&H attorneys, as reported in the Firm's annual ethics questionnaires.

All searches were conducted using both exact-name matching and the System's phonetic and variant-spelling protocols (including Soundex matching, common-abbreviation expansion, and acronym recognition) to minimize the risk of false negatives arising from data-entry variations, name changes, or transliteration differences.

The time period covered by the searches encompassed all records in the Firm's System from inception to the present date. No time limitation was applied to the search parameters.

B. Supplemental Inquiries

In addition to the electronic database searches described above, the following supplemental inquiries were conducted:

1. Practice Group Inquiry. A partner-level inquiry memorandum was circulated on October 15, 2024, to the partners and counsel of the following practice groups: (a) the Environmental, Energy & Natural Resources Practice Group; (b) the Corporate / M&A Group; (c) the Litigation Group; and (d) the Financial Institutions Group. The inquiry memorandum identified all entities and individuals listed in Sections II and III above and requested that each partner and counsel confirm whether they had any personal knowledge of any current, former, or prospective relationship between the Firm and any of the identified parties. All responses were received by October 17, 2024, and no conflicts were identified.

2. Lateral-Hire Conflict Clearance Files. The Firm's conflicts department reviewed the lateral-hire conflict-clearance files for all attorneys who joined Calderwood & Harkness LLP within the prior twenty-four (24) months. This review was conducted to identify any potential conflicts that may have been carried over from prior firm affiliations and that might not yet be fully reflected in the Firm's System. No conflicts were identified.

3. Restricted List and Ethical-Wall Register. The Firm's restricted list (which identifies entities and individuals as to which the Firm has determined not to accept new engagements or which require special clearance procedures) and the Firm's ethical-wall register (which identifies information barriers currently in place within the Firm) were reviewed. None of the entities or individuals identified in Sections II or III above appear on the restricted list or are the subject of any existing ethical wall.

V. Results of Conflict Check

The results of the conflict check are summarized by category below. Where a potential relationship was identified, it is discussed in detail, and the analysis and conclusion are set forth.

A. Client-Side Conflicts

No current or prior representation of Torchlight Mining Corp. or any of its subsidiaries — including Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC — was identified in the Firm's records. TMC and its affiliates are new clients to the Firm.

No financial interests, board memberships, advisory relationships, or other personal or professional connections involving any C&H attorney and TMC or any of its affiliates were identified in the individual attorney relationship disclosures or the Firm's annual ethics questionnaire responses.

Conclusion: No client-side conflict identified. The Firm has no prior or existing relationship with the proposed client or any of its affiliates.

B. Adverse-Party Conflicts

No current or recent representation of the United States Environmental Protection Agency, the United States Department of Justice (Environment and Natural Resources Division), the Montana Department of Environmental Quality, the Nevada Division of Environmental Protection, the West Virginia Department of Environmental Protection, or any of the individual government attorneys identified in Section III.A (Margaret Coulson, Dr. Samuel Tesfaye, Jennifer Whitfield, Philip Orenstein, Katherine Rowe-Halpern, Annika Hedstrom, Ricardo Fuentes, and Loretta May Hatcher) was identified in the Firm's records.

No current or recent representation of Cascade Geosciences, Inc. or Dr. Patricia Voss was identified in the Firm's records. Cascade Geosciences does not appear in the Firm's System as a current or former client, adverse party, or related party.

Conclusion: No adverse-party conflict identified.

C. Co-Counsel / Affiliated Counsel Conflicts

No conflicts were identified with respect to Holcroft, Dane & Weiss LLP, sagebrush Law Group, PLLC, or Baxter, Tully & Crane PLLC, or their respective lead partners (Russell Dane, Denise Quartaro, and Nathan Tully). None of these firms or individuals appear in the Firm's System as current or former clients or adverse parties.

No prior adverse representations by C&H against any of these firms or their known clients were identified. The Firm's practice group inquiry did not reveal any prior interactions between C&H attorneys and these firms that would give rise to a conflict or appearance of impropriety.

Conclusion: No co-counsel conflict identified. The Firm may proceed to work collaboratively with each of the proposed local counsel firms.

D. Prior Counsel Conflicts

No current or prior representation of Whitfield, Palmer & Goss LLP was identified in the Firm's records. Whitfield, Palmer & Goss does not appear as a current or former client of the Firm. No adverse matters in which C&H and Whitfield, Palmer & Goss appeared on opposing sides were found.

Conclusion: No conflict identified with respect to TMC's prior counsel.

E. Consultant / Advisor Conflicts

No conflicts were identified with respect to Pinnacle Creek Environmental, LLC (Dr. Astrid Bergmann, P.E.), Northspire Capital Markets, Inc. (Vivian Okafor), Ridgeline Accounting Partners LLP (Frances Whitmore, CPA, CA), or Verdant Analytics, Inc. (Dr. Kamal Osei). None of these entities or individuals appear in the Firm's System as current or former clients or adverse parties.

Conclusion: No consultant or advisor conflict identified.

F. Financial Institution / Insurer Conflicts

This category produced the only instances in which potential relationships between C&H and searched parties were identified. Each is discussed in detail below.

1. Ironbark Surety Group, Ltd. / Ironbark Surety of America, Inc.

The Firm's System reflects that C&H has previously represented Ironbark Surety of America, Inc. in two unrelated corporate transactions. The first engagement (Matter No. 1039-00003) involved the negotiation and documentation of a reinsurance treaty between Ironbark Surety of America and a Bermuda-based reinsurer in 2019. The second engagement (Matter No. 1039-00003) involved a similar reinsurance treaty negotiation in 2021. Both matters are closed. The subject matter of those engagements (reinsurance treaty negotiations within the surety/fidelity line of business) is entirely distinct from the subject matter of the proposed TMC engagement (environmental compliance, consent-decree negotiation, and surety bond procurement). There was no adversity to TMC in either of those prior representations, and TMC was not a party to or otherwise involved in either transaction. There is no ongoing engagement between C&H and Ironbark.

Conclusion: No conflict. The prior representations of Ironbark Surety of America are closed, involved distinct subject matter, and did not involve any adversity to TMC. No informed consent or waiver is required.

2. Larchfield Trust Company, N.A.

The Firm's System reflects that C&H has acted as counsel to Larchfield Trust Company, N.A. in unrelated trust administration matters. These engagements involved advising Larchfield in its capacity as trustee of various private trusts and charitable trusts in connection with fiduciary compliance and trust accounting issues. All such engagements are closed. The subject matter of those engagements is entirely unrelated to the proposed TMC engagement. There was no adversity to TMC in any of those representations, and TMC was not a party to or otherwise involved in any of those matters. There is no ongoing engagement between C&H and Larchfield.

Conclusion: No conflict. The prior representations of Larchfield are closed, involved distinct subject matter, and did not involve any adversity to TMC. No informed consent or waiver is required.

3. Meridian Environmental Insurance Company

No current or prior representation of Meridian Environmental Insurance Company was identified in the Firm's records. Meridian does not appear as a current or former client, adverse party, or related party in the Firm's System. As noted in Section III.G above, Meridian is in a pending coverage dispute with TMC regarding the allocation of remediation costs at the Ridgecrest Mine and Kanawha Bend Chemical Plant sites under PLL Policy No. MEI-ENV-2021-04738. Meridian has asserted a pollution/known-conditions exclusion with respect to Ridgecrest and a late-notice defense with respect to Kanawha Bend. C&H may be called upon to advise TMC in connection with that coverage dispute or related insurance-recovery litigation.

Conclusion: No conflict arising from the Meridian relationship. The Firm has no prior or existing relationship with Meridian. If TMC requests that C&H undertake affirmative representation in insurance-recovery litigation against Meridian, a supplemental conflict check will be performed at that time, though no basis for a conflict is presently apparent.

4. Clearwater Mutual Insurance, Ltd. / Clearwater Mutual Services, Inc.

No current or prior representation of Clearwater Mutual Insurance, Ltd. or Clearwater Mutual Services, Inc. was identified in the Firm's records. Neither entity appears as a current or former client, adverse party, or related party in the Firm's System.

Conclusion: No conflict identified.

5. Harborstone National Bank, N.A.

The Firm's System reflects that C&H has represented Harborstone National Bank, N.A. in several lending transactions in the capacity of lender's counsel. These representations involved the negotiation, documentation, and closing of syndicated credit facilities in which Harborstone served as administrative agent or lead arranger. None of these transactions involved TMC as a borrower, guarantor, or counterparty. The most recent closed matter involving Harborstone was completed in 2022 (Matter No. 1039-00003). There is no current, active engagement between C&H and Harborstone.

The proposed TMC engagement may involve advising TMC regarding covenant compliance, disclosure obligations, and potential notices required under the Harborstone RCF (the C$750.0 million syndicated revolving credit facility with a maturity date of March 15, 2027) in connection with TMC's environmental liabilities and the anticipated consent decree. This advice would be rendered to TMC in its capacity as borrower under the Harborstone RCF, and the Firm would be acting as counsel to TMC, not to Harborstone, in that capacity.

The potential relationship was analyzed under the applicable Rules of Professional Conduct. The following factors were considered:

(a) The prior Harborstone representations involved distinct subject matter (syndicated credit facility documentation) with no material confidential information relevant to the TMC engagement or to TMC's borrower-side covenant compliance analysis;

(b) Harborstone is not an adverse party in the current matter — the relationship between TMC and Harborstone with respect to the RCF is a lender-borrower relationship, not an adversarial one, and no dispute or enforcement action is currently pending or threatened between TMC and Harborstone;

(c) No current representation of Harborstone exists — the Firm's last engagement for Harborstone was closed in 2022, and no new matters have been opened;

(d) The Firm did not acquire, in the course of its prior representations of Harborstone, any material confidential information concerning Harborstone's lending policies, credit decisions, or enforcement practices that would be relevant to, or could be used to the disadvantage of Harborstone in, the proposed TMC engagement; and

(e) The scope of the proposed engagement is limited to advising TMC on covenant compliance and disclosure — the Firm is not being asked to take a litigation or enforcement position adverse to Harborstone.

Conclusion: No conflict identified based on the current facts. However, if adversity were to develop between TMC and Harborstone — for example, in connection with a potential covenant default, an event-of-default notice, acceleration of the credit facility, or any enforcement or workout proceeding — the Firm would reassess the conflict analysis at that time and, if necessary, obtain appropriate waivers or decline the expanded representation. The Firm's conflicts department has flagged this relationship for ongoing monitoring.

G. Judicial Officer Conflicts

No C&H attorney has a familial, financial, or prior professional relationship with the Honorable Donald W. Molloy, Senior United States District Judge, or Magistrate Judge Clara Finnegan, United States Magistrate Judge, that would create any conflict of interest, require recusal, or give rise to any appearance of impropriety. Neither judicial officer appears in the Firm's System in connection with any prior engagement or personal relationship disclosure.

Conclusion: No judicial officer conflict identified.

VI. Engagement Team Screening

In addition to the firm-wide conflict check, each member of the proposed engagement team was individually screened for personal, financial, familial, and professional conflicts. The results are set forth below:

Each of the above individuals has confirmed, through individual questionnaire responses, that he or she has no prior involvement with any of the parties, sites, regulatory proceedings, or matters identified in this memorandum. None of these individuals has any personal financial interest in TMC or any of its affiliates, and none has any familial or personal relationship with any of the adverse or interested parties identified herein.

Conclusion: No engagement-team-level conflict identified. All proposed team members are cleared to participate in the engagement.

VII. Ethical Considerations and Observations

While the conflict check has not identified any conflicts that would preclude the proposed engagement, the following observations and recommendations are noted for the engagement team's attention:

1. Unified Client Group — Canadian Parent and U.S. Subsidiaries. The proposed engagement involves the concurrent representation of a Canadian parent corporation (TMC) and its wholly owned U.S. subsidiaries as a unified client group in a common matter. All five entities — Torchlight Mining Corp., Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC — have been cleared through the conflict check process. The engagement letter should clearly identify each entity as a client of the Firm in the matter and should address the joint-representation implications, including the treatment of intra-group privilege, the designation of authorized contacts, and the protocol for handling any divergence of interest among the affiliated entities. As of the date of this memorandum, the interests of the parent and all subsidiaries appear to be fully aligned, but the engagement team should remain attentive to any potential divergence, particularly as consent-decree terms relating to site-specific obligations, contribution, and indemnification are negotiated.

2. Pending Coverage Dispute with Meridian Environmental Insurance Company. As noted in Sections III.G and V.F.3 above, TMC is currently engaged in a coverage dispute with Meridian Environmental Insurance Company regarding Policy No. MEI-ENV-2021-04738. Meridian has denied coverage for remediation costs at the Ridgecrest Mine site based on a pollution/known-conditions exclusion and has asserted a late-notice defense with respect to the Kanawha Bend Chemical Plant site. If TMC requests that C&H handle insurance-recovery litigation or formal coverage proceedings against Meridian, a supplemental conflict check will be performed at that time. No current conflict exists with respect to Meridian, and the proposed engagement as currently scoped does not encompass insurance-recovery litigation. However, the engagement team should be aware that the environmental compliance work and consent-decree negotiation may generate factual findings, cost estimates, and remediation timelines that are directly relevant to the coverage dispute, and appropriate information-sharing protocols should be discussed with TMC's General Counsel.

3. Prior (Closed) Representations of Ironbark Surety of America, Inc. and Larchfield Trust Company, N.A. As discussed in Sections V.F.1 and V.F.2 above, the Firm has previously represented both Ironbark Surety of America and Larchfield Trust Company in unrelated, now-closed matters. While no conflict of interest exists, the engagement team should be mindful that in the current engagement both Ironbark and Larchfield are counterparties or service providers to the client. Specifically, the Firm may be called upon to negotiate surety bond terms with Ironbark and trust instrument terms with Larchfield on behalf of TMC. Such negotiations constitute arm's-length commercial transactions and do not, in the Office of the General Counsel's assessment, rise to the level of adversity that would trigger a conflict under the applicable Rules of Professional Conduct. The engagement team should nonetheless exercise care to ensure that no confidential information obtained during the prior Ironbark or Larchfield representations is used in the current engagement, although, as noted, the subject matters are entirely distinct and no relevant confidential information was identified.

4. Transition from Prior Counsel — Whitfield, Palmer & Goss LLP. C&H is replacing Whitfield, Palmer & Goss LLP as environmental counsel to TMC. The engagement team should ensure that appropriate file transfer, work-product transfer, and document-preservation protocols are established and executed in coordination with TMC's General Counsel, Miriam Soo-Hwan Park. The Firm should obtain a complete set of the existing case file, including all regulatory correspondence, technical reports, remedial investigation and feasibility study ("RI/FS") materials, prior consent decree drafts, and attorney work product generated by Whitfield, Palmer & Goss. The engagement letter should include an acknowledgment from TMC authorizing the file transfer and confirming that TMC has satisfied or will satisfy any outstanding fee obligations to prior counsel.

5. Ongoing Monitoring — Harborstone National Bank, N.A. As discussed in Section V.F.5 above, the prior (now closed) representations of Harborstone and the potential for future adversity between TMC and Harborstone in connection with the RCF warrant ongoing monitoring by the Firm's conflicts department. If circumstances change — including, without limitation, a covenant breach, a request for a waiver or amendment, or any enforcement action by Harborstone — the engagement team should promptly notify the Office of the General Counsel for a supplemental conflict assessment.

VIII. Conclusion and Clearance

Based on the comprehensive firm-wide conflict check described in this memorandum, including electronic database searches, supplemental practice-group inquiries, lateral-hire file reviews, restricted-list and ethical-wall register reviews, and individual engagement-team screening, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the representation of Torchlight Mining Corp. and its U.S. subsidiaries — Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC — in the multi-site EPA compliance and consent-decree negotiation matter (Civil Action No. 9:24-cv-00087-DWM, U.S. District Court for the District of Montana).

The engagement is cleared to proceed. The engagement letter should be issued to TMC, through its General Counsel Miriam Soo-Hwan Park, with a proposed effective date of October 21, 2024, under Matter Number 1039-00003.

It is recommended that the conflict check be updated and supplemented in any of the following circumstances:

(a) Additional parties — including, without limitation, potentially responsible parties ("PRPs"), third-party contribution defendants, intervenors, or amici — are identified in the course of the engagement;

(b) The scope of the engagement materially expands beyond the currently proposed scope, including, without limitation, expansion to encompass insurance-recovery litigation against Meridian Environmental Insurance Company, credit-facility disputes with Harborstone National Bank, appellate proceedings, or related transactional work;

(d) Any of the circumstances described in Section VII above change in a manner that warrants reassessment.

IX. Approval

Prepared by:

________________________________________

Claudia R. Stanton Conflicts Counsel Office of the General Counsel Calderwood & Harkness LLP

Date: October 18, 2024

Reviewed and Approved by:

________________________________________

Harrison Wexford Responsible Partner Calderwood & Harkness LLP

Date: October 18, 2024

Distribution:

• Harrison Wexford, Responsible Partner

• Beatrice Holloway, Billing Partner

• C&H Conflicts Department (file copy — Matter No. 1039-00003)

This memorandum is privileged and confidential. It constitutes attorney work product prepared by the Office of the General Counsel of Calderwood & Harkness LLP in connection with the Firm's internal conflict-of-interest analysis. This memorandum is not intended for distribution to any person or entity outside of Calderwood & Harkness LLP without the prior written authorization of the Office of the General Counsel. Receipt of this memorandum by any person outside of the Firm does not constitute a waiver of any applicable privilege.

Team Member	Role	Conflicts Identified
Harrison Wexford	Responsible Partner	None
Beatrice Holloway	Billing Partner	None
Elliot Nguyen	Lead Associate	None
Grace Nakamura	Working Associate	None

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
FROM: Office of the General Counsel, Calderwood & Harkness LLP
TO: Harrison Wexford, Responsible Partner Beatrice Holloway, Billing Partner
DATE: October 18, 2024
RE: Conflict Check Results — Proposed Representation of Torchlight Mining Corp. and Affiliated U.S. Subsidiaries in Multi-Site EPA Compliance and Consent Decree Negotiation
MATTER NUMBER: 1039-00003
I. Purpose
This memorandum documents the results of the firm-wide conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Torchlight Mining Corp. ("TMC" or "Torchlight") and its U.S. subsidiaries in a multi-site environmental compliance matter and consent-decree negotiation with the United States Environmental Protection Agency ("EPA"), the United States Department of Justice ("DOJ"), Environment and Natural Resources Division ("ENRD"), Environmental Enforcement Section, and the States of Montana, Nevada, and West Virginia (through their respective environmental regulatory agencies and attorneys general offices). The proposed engagement encompasses counseling, administrative proceedings, and federal court proceedings arising under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the Clean Water Act ("CWA"), and analogous state environmental statutes, as more particularly described in the draft engagement letter circulated to the engagement team on October 14, 2024.
The conflict check was initiated on October 15, 2024, upon receipt of the completed new-matter intake form submitted by Harrison Wexford, Responsible Partner, and was completed on October 18, 2024, following the procedures described in Section IV of this memorandum.
Based on the comprehensive analysis set forth below, no conflicts of interest have been identified that would preclude the Firm from undertaking the proposed representation, and the engagement may proceed subject to the observations and recommendations noted in Section VII.
II. Proposed Client and Affiliated Entities
The following entities were identified as the proposed client and its affiliates and were searched in the Firm's conflict-checking systems. Each entity name was searched in full legal form, together with all known trade names, abbreviations, and ticker symbols.
A. Parent Corporation
Torchlight Mining Corp. — A corporation organized under the Canada Business Corporations Act ("CBCA") (federal); dual-listed on the Toronto Stock Exchange (TSX: TRC) and the New York Stock Exchange (NYSE: TRC). Principal headquarters are located at 1800 Bayfield Tower, 401 Bay Street, Toronto, Ontario M5H 2Y4, Canada. TMC maintains U.S. headquarters at 750 Copper Ridge Boulevard, Suite 200, Helena, Montana 59601. TMC is the ultimate parent company of each of the U.S. entities described below and is the named party in the pending federal enforcement action referenced herein.
B. U.S. Subsidiaries
1.  Torchlight Mining (U.S.) Inc. — A corporation organized under the laws of the State of Delaware; Employer Identification Number ("EIN") 83-2047156; registered agent: Ashgrove Services Inc., 1209 Orange Street, Wilmington, Delaware 19801. Torchlight Mining (U.S.) Inc. is the direct operator of TMC's U.S. mining operations and is a wholly owned subsidiary of TMC. It serves as the intermediate holding company for the subsidiary entities identified below.
2.  Torchlight Specialty Chemicals, Inc. — A corporation organized under the laws of the State of Delaware; EIN 47-3819204. Torchlight Specialty Chemicals, Inc. is the operator of the Gallatin Chemical Works facility (Gallatin County, Montana) and the Kanawha Bend Chemical Plant facility (Kanawha County, West Virginia). It is a wholly owned subsidiary of TMC through Torchlight Mining (U.S.) Inc.
3.  Ridgecrest Mine Holdings, LLC — A limited liability company organized under the laws of the State of Montana; Montana Secretary of State ID E1042738. Ridgecrest Mine Holdings, LLC holds real property interests and mineral rights associated with the Ridgecrest Mine site located in Lewis and Clark County, Montana. It is a wholly owned subsidiary of Torchlight Mining (U.S.) Inc.
4.  Bonanza Creek Mining, LLC — A limited liability company organized under the laws of the State of Nevada; Nevada Secretary of State Entity No. E0518294731. Bonanza Creek Mining, LLC holds real property interests, mineral rights, and water rights associated with the Bonanza Creek Mine site located in Humboldt County, Nevada. It is a wholly owned subsidiary of Torchlight Mining (U.S.) Inc.
C. Key Individuals at TMC
The following key individuals associated with TMC were also searched in the Firm's conflict-checking systems:
•  Douglas K. Prennell — Chief Executive Officer, Torchlight Mining Corp.
•  Miriam Soo-Hwan Park — General Counsel, Torchlight Mining Corp.
•  Gareth Linford — Vice President, Environmental Health & Safety, Torchlight Mining Corp.
•  Carolyn Bracebridge — Chief Financial Officer, Torchlight Mining Corp.
III. Adverse and Interested Parties Searched
In addition to the proposed client and its affiliates, the following adverse parties, interested parties, co-counsel, consultants, financial counterparties, and judicial officers were identified by the engagement team and searched in the Firm's conflict-checking systems.
A. Government Plaintiffs / Regulatory Counterparties
The following government entities and individual government attorneys were searched:
United States Environmental Protection Agency (EPA):
•  EPA Regions 3 (Philadelphia), 8 (Denver), and 9 (San Francisco)
•  EPA Office of Enforcement and Compliance Assurance ("OECA"), Washington, D.C.
•  Margaret Coulson, Lead EPA Case Attorney, OECA
•  Dr. Samuel Tesfaye, EPA Project Coordinator (Ridgecrest Mine site), Region 8
•  Jennifer Whitfield, EPA Project Coordinator (Bonanza Creek Mine site), Region 9
United States Department of Justice, Environment and Natural Resources Division (ENRD), Environmental Enforcement Section:
•  Philip Orenstein, Lead DOJ Trial Attorney
•  Katherine Rowe-Halpern, Supervising DOJ Attorney, Senior Counsel
State of Montana, Department of Environmental Quality (MT DEQ):
•  Annika Hedstrom, Assistant Attorney General, Montana Attorney General's Office, Environmental Bureau
State of Nevada, Division of Environmental Protection (NV DEP):
•  Ricardo Fuentes, Deputy Attorney General, Nevada Attorney General's Office
State of West Virginia, Department of Environmental Protection (WV DEP):
•  Loretta May Hatcher, Assistant Attorney General, West Virginia Attorney General's Office
Note: Government entities are not traditional "adverse parties" for purposes of the conflict-of-interest analysis under the applicable Rules of Professional Conduct. However, consistent with Firm policy, each government entity and each individual government attorney identified was searched as a matter of diligence to ensure the Firm has no current or recent representations of any of these governmental bodies or individuals that could give rise to an appearance of impropriety or a duty-of-loyalty concern. No current or recent representations of any of these governmental bodies or individuals were identified, as discussed further in Section V.B below.
B. Government's Technical Expert
Cascade Geosciences, Inc. — A corporation organized under the laws of the State of Washington; principal offices at 804 Salmon Bay Drive, Seattle, Washington 98107. Cascade Geosciences has been retained by the EPA as its independent technical reviewer for remedy selection and cost estimation at the Ridgecrest Mine Operable Unit 1 ("OU-1") and the Bonanza Creek Mine site.
•  Dr. Patricia Voss, Ph.D. (Hydrogeology), Lead Expert, Cascade Geosciences, Inc.
C. Co-Counsel / Affiliated Counsel
The following law firms have been proposed by TMC as local counsel in the respective jurisdictions. Each firm and its identified lead partner were searched to confirm that no conflicts arise from prior adverse representations involving these firms, their attorneys, or their known clients.
1.  Holcroft, Dane & Weiss LLP ("HDW") — A limited liability partnership organized under the laws of the State of Montana; principal offices at 45 North Last Chance Gulch, Suite 600, Helena, Montana 59601. Lead Partner: Russell Dane. HDW is proposed as Montana local counsel for TMC.
2.  sagebrush Law Group, PLLC — A professional limited liability company organized under the laws of the State of Nevada; principal offices at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169. Lead Partner: Denise Quartaro. Sagebrush Law Group is proposed as Nevada local counsel for TMC.
3.  Baxter, Tully & Crane PLLC ("BTC") — A professional limited liability company organized under the laws of the State of West Virginia; principal offices at 500 Lee Street East, Suite 1100, Charleston, West Virginia 25301. Lead Partner: Nathan Tully. BTC is proposed as West Virginia local counsel for TMC.
D. TMC's Prior Outside Counsel
Whitfield, Palmer & Goss LLP — TMC's prior outside environmental counsel, which is being replaced by C&H in connection with the multi-site compliance and consent-decree engagement. Whitfield, Palmer & Goss LLP was searched to confirm that no conflicts arise from concurrent or adverse representations involving that firm, and to confirm the Firm's ability to accept the transfer of the representation without impediment.
E. Consultants, Advisors, and Service Providers to TMC
The following consultants, advisors, and service providers retained by or affiliated with TMC were searched:
1.  Pinnacle Creek Environmental, LLC — A limited liability company organized under the laws of the State of Delaware; principal offices at 320 Willowbrook Drive, Suite 100, Bozeman, Montana 59715. Pinnacle Creek Environmental serves as the environmental remediation consultant to TMC for the Ridgecrest, Bonanza Creek, and Kanawha Bend sites. Key individual searched: Dr. Astrid Bergmann, P.E., Senior Principal.
2.  Northspire Capital Markets, Inc. — A corporation organized under the laws of the Province of Ontario; principal offices at 100 King Street West, Suite 4500, Toronto, Ontario M5X 1E3, with U.S. offices at 277 Park Avenue, 40th Floor, New York, New York 10172. Northspire Capital Markets serves as the financial advisor to TMC in connection with financial assurance structuring and potential capital markets transactions related to the remediation obligations. Key individual searched: Vivian Okafor, Managing Director.
3.  Ridgeline Accounting Partners LLP — A limited liability partnership organized under the laws of the Province of Alberta; principal offices at 225 6th Avenue SW, Suite 3300, Calgary, Alberta T2P 1N2. Ridgeline Accounting Partners serves as the external auditor of TMC. Key individual searched: Frances Whitmore, CPA, CA, Engagement Partner.
F. Court-Appointed Monitor (Proposed)
Verdant Analytics, Inc. — A corporation organized under the laws of the State of Oregon; principal offices at 1550 NW Couch Street, Suite 400, Portland, Oregon 97209. Verdant Analytics has been proposed as the independent environmental auditor and compliance monitor for the anticipated consent decree. Key individual searched: Dr. Kamal Osei, Senior Managing Director.
G. Financial Assurance and Insurance Providers
The following financial institutions, surety companies, and insurance carriers involved or potentially involved in the matter were searched:
1.  Ironbark Surety Group, Ltd. — A Bermuda-domiciled insurance holding company. U.S. operations are conducted through Ironbark Surety of America, Inc., a corporation organized under the laws of the State of New York; principal offices at 599 Lexington Avenue, 26th Floor, New York, New York 10022. Ironbark Surety of America is the proposed surety bond issuer for the financial assurance instruments required under the anticipated consent decree. Key individual searched: Thomas Rennick, Account Executive.
2.  Larchfield Trust Company, N.A. — A national banking association chartered under the National Bank Act; principal offices at 200 South Tryon Street, Suite 1100, Charlotte, North Carolina 28202. Larchfield Trust Company is the proposed escrow agent and remediation trust trustee for the environmental remediation trust contemplated under the anticipated consent decree. Key individual searched: David Henshaw, Trust Officer.
3.  Meridian Environmental Insurance Company — A stock insurance company domiciled in the State of Illinois; principal offices at 233 South Wacker Drive, Suite 4100, Chicago, Illinois 60606. Meridian Environmental Insurance Company is the carrier on TMC's Pollution Legal Liability ("PLL") insurance policy, Policy No. MEI-ENV-2021-04738. A coverage dispute is currently pending between TMC and Meridian regarding the allocation of remediation costs at the Ridgecrest Mine and Kanawha Bend Chemical Plant sites. Key individual searched: Sheila Grantham, Claims Adjuster.
4.  Clearwater Mutual Insurance, Ltd. — A Bermuda exempted company; registered office at Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda. U.S. operations are managed through Clearwater Mutual Services, Inc., a corporation organized under the laws of the State of New York; principal offices at 1345 Avenue of the Americas, Suite 3200, New York, New York 10105. Clearwater Mutual Insurance is the carrier on TMC's Directors and Officers ("D&O") liability insurance policy, Policy No. CMI-DO-2023-10221. Key individual searched: Brendan Forsythe, Account Manager.
H. Lending / Credit Facility Parties
Harborstone National Bank, N.A. — A national banking association chartered under the National Bank Act. Harborstone serves as Administrative Agent under TMC's C$750.0 million syndicated revolving credit facility (the "Harborstone RCF"), which has a maturity date of March 15, 2027. The proposed engagement may involve advising TMC regarding covenant compliance, disclosure obligations, and potential notices required under the Harborstone RCF in connection with the environmental liabilities and the consent decree.
I. Court / Judicial Officers
The following judicial officers assigned to the pending federal enforcement action were searched:
•  Hon. Donald W. Molloy, Senior United States District Judge, United States District Court for the District of Montana, Missoula Division
•  Magistrate Judge Clara Finnegan, United States Magistrate Judge, United States District Court for the District of Montana
The pending federal enforcement action is docketed as United States v. Torchlight Mining Corp., et al., Civil Action No. 9:24-cv-00087-DWM (D. Mont.).
IV. Conflict Check Methodology
A. Electronic Database Searches
All entity names (including full legal names, commonly used short names, known trade names, abbreviations, and stock exchange ticker symbols) and all individual names identified in Sections II and III above were entered into the Firm's electronic conflict-checking database, the Greaves Services Inc. system (the "System"). The System is the Firm's centralized, firm-wide conflicts management platform and contains records of all client engagements, adverse-party designations, related-party entries, and individual attorney relationship disclosures maintained by the Firm.
Searches were conducted across all offices of Calderwood & Harkness LLP worldwide, including all domestic and international offices, and encompassed the following categories of records:
(i) Current and former client representations, including all open and closed matters in the Firm's matter management system;
(ii) Current and former adverse parties designated in the Firm's records in connection with litigation, transactional, regulatory, and advisory matters;
(iii) Related parties, affiliates, and subsidiaries associated with any client or adverse party entry in the System;
(iv) Individual attorney relationship disclosures, including personal financial interests, family relationships, and prior employment or association with any of the searched entities or individuals; and
(v) Board memberships, advisory positions, and outside directorships held by C&H attorneys, as reported in the Firm's annual ethics questionnaires.
All searches were conducted using both exact-name matching and the System's phonetic and variant-spelling protocols (including Soundex matching, common-abbreviation expansion, and acronym recognition) to minimize the risk of false negatives arising from data-entry variations, name changes, or transliteration differences.
The time period covered by the searches encompassed all records in the Firm's System from inception to the present date. No time limitation was applied to the search parameters.
B. Supplemental Inquiries
In addition to the electronic database searches described above, the following supplemental inquiries were conducted:
1.  Practice Group Inquiry. A partner-level inquiry memorandum was circulated on October 15, 2024, to the partners and counsel of the following practice groups: (a) the Environmental, Energy & Natural Resources Practice Group; (b) the Corporate / M&A Group; (c) the Litigation Group; and (d) the Financial Institutions Group. The inquiry memorandum identified all entities and individuals listed in Sections II and III above and requested that each partner and counsel confirm whether they had any personal knowledge of any current, former, or prospective relationship between the Firm and any of the identified parties. All responses were received by October 17, 2024, and no conflicts were identified.
2.  Lateral-Hire Conflict Clearance Files. The Firm's conflicts department reviewed the lateral-hire conflict-clearance files for all attorneys who joined Calderwood & Harkness LLP within the prior twenty-four (24) months. This review was conducted to identify any potential conflicts that may have been carried over from prior firm affiliations and that might not yet be fully reflected in the Firm's System. No conflicts were identified.
3.  Restricted List and Ethical-Wall Register. The Firm's restricted list (which identifies entities and individuals as to which the Firm has determined not to accept new engagements or which require special clearance procedures) and the Firm's ethical-wall register (which identifies information barriers currently in place within the Firm) were reviewed. None of the entities or individuals identified in Sections II or III above appear on the restricted list or are the subject of any existing ethical wall.
V. Results of Conflict Check
The results of the conflict check are summarized by category below. Where a potential relationship was identified, it is discussed in detail, and the analysis and conclusion are set forth.
A. Client-Side Conflicts
No current or prior representation of Torchlight Mining Corp. or any of its subsidiaries — including Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC — was identified in the Firm's records. TMC and its affiliates are new clients to the Firm.
No financial interests, board memberships, advisory relationships, or other personal or professional connections involving any C&H attorney and TMC or any of its affiliates were identified in the individual attorney relationship disclosures or the Firm's annual ethics questionnaire responses.
Conclusion: No client-side conflict identified. The Firm has no prior or existing relationship with the proposed client or any of its affiliates.
B. Adverse-Party Conflicts
No current or recent representation of the United States Environmental Protection Agency, the United States Department of Justice (Environment and Natural Resources Division), the Montana Department of Environmental Quality, the Nevada Division of Environmental Protection, the West Virginia Department of Environmental Protection, or any of the individual government attorneys identified in Section III.A (Margaret Coulson, Dr. Samuel Tesfaye, Jennifer Whitfield, Philip Orenstein, Katherine Rowe-Halpern, Annika Hedstrom, Ricardo Fuentes, and Loretta May Hatcher) was identified in the Firm's records.
No current or recent representation of Cascade Geosciences, Inc. or Dr. Patricia Voss was identified in the Firm's records. Cascade Geosciences does not appear in the Firm's System as a current or former client, adverse party, or related party.
Conclusion: No adverse-party conflict identified.
C. Co-Counsel / Affiliated Counsel Conflicts
No conflicts were identified with respect to Holcroft, Dane & Weiss LLP, sagebrush Law Group, PLLC, or Baxter, Tully & Crane PLLC, or their respective lead partners (Russell Dane, Denise Quartaro, and Nathan Tully). None of these firms or individuals appear in the Firm's System as current or former clients or adverse parties.
No prior adverse representations by C&H against any of these firms or their known clients were identified. The Firm's practice group inquiry did not reveal any prior interactions between C&H attorneys and these firms that would give rise to a conflict or appearance of impropriety.
Conclusion: No co-counsel conflict identified. The Firm may proceed to work collaboratively with each of the proposed local counsel firms.
D. Prior Counsel Conflicts
No current or prior representation of Whitfield, Palmer & Goss LLP was identified in the Firm's records. Whitfield, Palmer & Goss does not appear as a current or former client of the Firm. No adverse matters in which C&H and Whitfield, Palmer & Goss appeared on opposing sides were found.
Conclusion: No conflict identified with respect to TMC's prior counsel.
E. Consultant / Advisor Conflicts
No conflicts were identified with respect to Pinnacle Creek Environmental, LLC (Dr. Astrid Bergmann, P.E.), Northspire Capital Markets, Inc. (Vivian Okafor), Ridgeline Accounting Partners LLP (Frances Whitmore, CPA, CA), or Verdant Analytics, Inc. (Dr. Kamal Osei). None of these entities or individuals appear in the Firm's System as current or former clients or adverse parties.
Conclusion: No consultant or advisor conflict identified.
F. Financial Institution / Insurer Conflicts
This category produced the only instances in which potential relationships between C&H and searched parties were identified. Each is discussed in detail below.
1. Ironbark Surety Group, Ltd. / Ironbark Surety of America, Inc.
The Firm's System reflects that C&H has previously represented Ironbark Surety of America, Inc. in two unrelated corporate transactions. The first engagement (Matter No. 1039-00003) involved the negotiation and documentation of a reinsurance treaty between Ironbark Surety of America and a Bermuda-based reinsurer in 2019. The second engagement (Matter No. 1039-00003) involved a similar reinsurance treaty negotiation in 2021. Both matters are closed. The subject matter of those engagements (reinsurance treaty negotiations within the surety/fidelity line of business) is entirely distinct from the subject matter of the proposed TMC engagement (environmental compliance, consent-decree negotiation, and surety bond procurement). There was no adversity to TMC in either of those prior representations, and TMC was not a party to or otherwise involved in either transaction. There is no ongoing engagement between C&H and Ironbark.
Conclusion: No conflict. The prior representations of Ironbark Surety of America are closed, involved distinct subject matter, and did not involve any adversity to TMC. No informed consent or waiver is required.
2. Larchfield Trust Company, N.A.
The Firm's System reflects that C&H has acted as counsel to Larchfield Trust Company, N.A. in unrelated trust administration matters. These engagements involved advising Larchfield in its capacity as trustee of various private trusts and charitable trusts in connection with fiduciary compliance and trust accounting issues. All such engagements are closed. The subject matter of those engagements is entirely unrelated to the proposed TMC engagement. There was no adversity to TMC in any of those representations, and TMC was not a party to or otherwise involved in any of those matters. There is no ongoing engagement between C&H and Larchfield.
Conclusion: No conflict. The prior representations of Larchfield are closed, involved distinct subject matter, and did not involve any adversity to TMC. No informed consent or waiver is required.
3. Meridian Environmental Insurance Company
No current or prior representation of Meridian Environmental Insurance Company was identified in the Firm's records. Meridian does not appear as a current or former client, adverse party, or related party in the Firm's System. As noted in Section III.G above, Meridian is in a pending coverage dispute with TMC regarding the allocation of remediation costs at the Ridgecrest Mine and Kanawha Bend Chemical Plant sites under PLL Policy No. MEI-ENV-2021-04738. Meridian has asserted a pollution/known-conditions exclusion with respect to Ridgecrest and a late-notice defense with respect to Kanawha Bend. C&H may be called upon to advise TMC in connection with that coverage dispute or related insurance-recovery litigation.
Conclusion: No conflict arising from the Meridian relationship. The Firm has no prior or existing relationship with Meridian. If TMC requests that C&H undertake affirmative representation in insurance-recovery litigation against Meridian, a supplemental conflict check will be performed at that time, though no basis for a conflict is presently apparent.
4. Clearwater Mutual Insurance, Ltd. / Clearwater Mutual Services, Inc.
No current or prior representation of Clearwater Mutual Insurance, Ltd. or Clearwater Mutual Services, Inc. was identified in the Firm's records. Neither entity appears as a current or former client, adverse party, or related party in the Firm's System.
Conclusion: No conflict identified.
5. Harborstone National Bank, N.A.
The Firm's System reflects that C&H has represented Harborstone National Bank, N.A. in several lending transactions in the capacity of lender's counsel. These representations involved the negotiation, documentation, and closing of syndicated credit facilities in which Harborstone served as administrative agent or lead arranger. None of these transactions involved TMC as a borrower, guarantor, or counterparty. The most recent closed matter involving Harborstone was completed in 2022 (Matter No. 1039-00003). There is no current, active engagement between C&H and Harborstone.
The proposed TMC engagement may involve advising TMC regarding covenant compliance, disclosure obligations, and potential notices required under the Harborstone RCF (the C$750.0 million syndicated revolving credit facility with a maturity date of March 15, 2027) in connection with TMC's environmental liabilities and the anticipated consent decree. This advice would be rendered to TMC in its capacity as borrower under the Harborstone RCF, and the Firm would be acting as counsel to TMC, not to Harborstone, in that capacity.
The potential relationship was analyzed under the applicable Rules of Professional Conduct. The following factors were considered:
(a) The prior Harborstone representations involved distinct subject matter (syndicated credit facility documentation) with no material confidential information relevant to the TMC engagement or to TMC's borrower-side covenant compliance analysis;
(b) Harborstone is not an adverse party in the current matter — the relationship between TMC and Harborstone with respect to the RCF is a lender-borrower relationship, not an adversarial one, and no dispute or enforcement action is currently pending or threatened between TMC and Harborstone;
(c) No current representation of Harborstone exists — the Firm's last engagement for Harborstone was closed in 2022, and no new matters have been opened;
(d) The Firm did not acquire, in the course of its prior representations of Harborstone, any material confidential information concerning Harborstone's lending policies, credit decisions, or enforcement practices that would be relevant to, or could be used to the disadvantage of Harborstone in, the proposed TMC engagement; and
(e) The scope of the proposed engagement is limited to advising TMC on covenant compliance and disclosure — the Firm is not being asked to take a litigation or enforcement position adverse to Harborstone.
Conclusion: No conflict identified based on the current facts. However, if adversity were to develop between TMC and Harborstone — for example, in connection with a potential covenant default, an event-of-default notice, acceleration of the credit facility, or any enforcement or workout proceeding — the Firm would reassess the conflict analysis at that time and, if necessary, obtain appropriate waivers or decline the expanded representation. The Firm's conflicts department has flagged this relationship for ongoing monitoring.
G. Judicial Officer Conflicts
No C&H attorney has a familial, financial, or prior professional relationship with the Honorable Donald W. Molloy, Senior United States District Judge, or Magistrate Judge Clara Finnegan, United States Magistrate Judge, that would create any conflict of interest, require recusal, or give rise to any appearance of impropriety. Neither judicial officer appears in the Firm's System in connection with any prior engagement or personal relationship disclosure.
Conclusion: No judicial officer conflict identified.
VI. Engagement Team Screening
In addition to the firm-wide conflict check, each member of the proposed engagement team was individually screened for personal, financial, familial, and professional conflicts. The results are set forth below:
Each of the above individuals has confirmed, through individual questionnaire responses, that he or she has no prior involvement with any of the parties, sites, regulatory proceedings, or matters identified in this memorandum. None of these individuals has any personal financial interest in TMC or any of its affiliates, and none has any familial or personal relationship with any of the adverse or interested parties identified herein.
Conclusion: No engagement-team-level conflict identified. All proposed team members are cleared to participate in the engagement.
VII. Ethical Considerations and Observations
While the conflict check has not identified any conflicts that would preclude the proposed engagement, the following observations and recommendations are noted for the engagement team's attention:
1. Unified Client Group — Canadian Parent and U.S. Subsidiaries. The proposed engagement involves the concurrent representation of a Canadian parent corporation (TMC) and its wholly owned U.S. subsidiaries as a unified client group in a common matter. All five entities — Torchlight Mining Corp., Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC — have been cleared through the conflict check process. The engagement letter should clearly identify each entity as a client of the Firm in the matter and should address the joint-representation implications, including the treatment of intra-group privilege, the designation of authorized contacts, and the protocol for handling any divergence of interest among the affiliated entities. As of the date of this memorandum, the interests of the parent and all subsidiaries appear to be fully aligned, but the engagement team should remain attentive to any potential divergence, particularly as consent-decree terms relating to site-specific obligations, contribution, and indemnification are negotiated.
2. Pending Coverage Dispute with Meridian Environmental Insurance Company. As noted in Sections III.G and V.F.3 above, TMC is currently engaged in a coverage dispute with Meridian Environmental Insurance Company regarding Policy No. MEI-ENV-2021-04738. Meridian has denied coverage for remediation costs at the Ridgecrest Mine site based on a pollution/known-conditions exclusion and has asserted a late-notice defense with respect to the Kanawha Bend Chemical Plant site. If TMC requests that C&H handle insurance-recovery litigation or formal coverage proceedings against Meridian, a supplemental conflict check will be performed at that time. No current conflict exists with respect to Meridian, and the proposed engagement as currently scoped does not encompass insurance-recovery litigation. However, the engagement team should be aware that the environmental compliance work and consent-decree negotiation may generate factual findings, cost estimates, and remediation timelines that are directly relevant to the coverage dispute, and appropriate information-sharing protocols should be discussed with TMC's General Counsel.
3. Prior (Closed) Representations of Ironbark Surety of America, Inc. and Larchfield Trust Company, N.A. As discussed in Sections V.F.1 and V.F.2 above, the Firm has previously represented both Ironbark Surety of America and Larchfield Trust Company in unrelated, now-closed matters. While no conflict of interest exists, the engagement team should be mindful that in the current engagement both Ironbark and Larchfield are counterparties or service providers to the client. Specifically, the Firm may be called upon to negotiate surety bond terms with Ironbark and trust instrument terms with Larchfield on behalf of TMC. Such negotiations constitute arm's-length commercial transactions and do not, in the Office of the General Counsel's assessment, rise to the level of adversity that would trigger a conflict under the applicable Rules of Professional Conduct. The engagement team should nonetheless exercise care to ensure that no confidential information obtained during the prior Ironbark or Larchfield representations is used in the current engagement, although, as noted, the subject matters are entirely distinct and no relevant confidential information was identified.
4. Transition from Prior Counsel — Whitfield, Palmer & Goss LLP. C&H is replacing Whitfield, Palmer & Goss LLP as environmental counsel to TMC. The engagement team should ensure that appropriate file transfer, work-product transfer, and document-preservation protocols are established and executed in coordination with TMC's General Counsel, Miriam Soo-Hwan Park. The Firm should obtain a complete set of the existing case file, including all regulatory correspondence, technical reports, remedial investigation and feasibility study ("RI/FS") materials, prior consent decree drafts, and attorney work product generated by Whitfield, Palmer & Goss. The engagement letter should include an acknowledgment from TMC authorizing the file transfer and confirming that TMC has satisfied or will satisfy any outstanding fee obligations to prior counsel.
5. Ongoing Monitoring — Harborstone National Bank, N.A. As discussed in Section V.F.5 above, the prior (now closed) representations of Harborstone and the potential for future adversity between TMC and Harborstone in connection with the RCF warrant ongoing monitoring by the Firm's conflicts department. If circumstances change — including, without limitation, a covenant breach, a request for a waiver or amendment, or any enforcement action by Harborstone — the engagement team should promptly notify the Office of the General Counsel for a supplemental conflict assessment.
VIII. Conclusion and Clearance
Based on the comprehensive firm-wide conflict check described in this memorandum, including electronic database searches, supplemental practice-group inquiries, lateral-hire file reviews, restricted-list and ethical-wall register reviews, and individual engagement-team screening, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the representation of Torchlight Mining Corp. and its U.S. subsidiaries — Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC — in the multi-site EPA compliance and consent-decree negotiation matter (Civil Action No. 9:24-cv-00087-DWM, U.S. District Court for the District of Montana).
The engagement is cleared to proceed. The engagement letter should be issued to TMC, through its General Counsel Miriam Soo-Hwan Park, with a proposed effective date of October 21, 2024, under Matter Number 1039-00003.
It is recommended that the conflict check be updated and supplemented in any of the following circumstances:
(a) Additional parties — including, without limitation, potentially responsible parties ("PRPs"), third-party contribution defendants, intervenors, or amici — are identified in the course of the engagement;
(b) The scope of the engagement materially expands beyond the currently proposed scope, including, without limitation, expansion to encompass insurance-recovery litigation against Meridian Environmental Insurance Company, credit-facility disputes with Harborstone National Bank, appellate proceedings, or related transactional work;
(c) Any member of the engagement team changes or additional attorneys are assigned to the matter; or
(d) Any of the circumstances described in Section VII above change in a manner that warrants reassessment.
IX. Approval
Prepared by:
________________________________________
Claudia R. Stanton Conflicts Counsel Office of the General Counsel Calderwood & Harkness LLP
Date: October 18, 2024
Reviewed and Approved by:
________________________________________
Harrison Wexford Responsible Partner Calderwood & Harkness LLP
Date: October 18, 2024
Distribution:
•  Harrison Wexford, Responsible Partner
•  Beatrice Holloway, Billing Partner
•  C&H Conflicts Department (file copy — Matter No. 1039-00003)
This memorandum is privileged and confidential. It constitutes attorney work product prepared by the Office of the General Counsel of Calderwood & Harkness LLP in connection with the Firm's internal conflict-of-interest analysis. This memorandum is not intended for distribution to any person or entity outside of Calderwood & Harkness LLP without the prior written authorization of the Office of the General Counsel. Receipt of this memorandum by any person outside of the Firm does not constitute a waiver of any applicable privilege.
Team Member | Role | Conflicts Identified
Harrison Wexford | Responsible Partner | None
Beatrice Holloway | Billing Partner | None
Elliot Nguyen | Lead Associate | None
Grace Nakamura | Working Associate | None

MEMORANDUM

MATTER NUMBER: 1039-00003

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