1039-00003 · Torchlight Mining Corp · Engagement & Administration

engagement-letter-sc-to-tmc.docx DOCUMENT Antitrust

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 165 Broadway, 42nd Floor New York, New York 10006

Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com

October 21, 2024

VIA ELECTRONIC MAIL AND Severin Partners LLC OVERNIGHT

Ms. Miriam Soo-Hwan Park General Counsel Torchlight Mining Corp. 1800 Bayfield Tower, 401 Bay Street Toronto, Ontario M5H 2Y4 Canada

Copy to: Douglas K. Prennell, Chief Executive Officer Torchlight Mining Corp. 1800 Bayfield Tower, 401 Bay Street Toronto, Ontario M5H 2Y4, Canada

Copy to: Gareth Linford, Vice President, Environmental Health & Safety Torchlight Mining Corp. 750 Copper Ridge Blvd., Suite 200 Helena, Montana 59601

Re: Engagement of Calderwood & Harkness LLP — Multi-Site EPA Compliance and Consent Decree Negotiation Matter Number: 1039-00003

Dear Ms. Park:

1. Purpose and Acceptance

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Torchlight Mining Corp. ("TMC" or the "Company") as lead outside counsel in connection with the multi-site environmental compliance matter and consent-decree negotiation with the U.S. Environmental Protection Agency ("EPA") and the U.S. Department of Justice ("DOJ"), Environment and Natural Resources Division ("ENRD"). This engagement letter sets forth the terms and conditions upon which the Firm will provide legal services to the Company in connection with the pending action styled United States of America and State of Montana v. Torchlight Mining Corp., et al., Civil Action No. 9:24-cv-00087-DWM, currently before the U.S. District Court for the District of Montana, Missoula Division (the "Action").

As discussed between Harrison Wexford of this Firm and you during our meetings of October 9 and October 14, 2024, C&H is replacing prior environmental counsel, Whitfield, Palmer & Goss LLP, effective as of the date of this letter. We understand that Whitfield, Palmer & Goss LLP will cooperate fully in the transition of the matter file, including the transfer of all relevant work product, correspondence, and court filings, and we will work with that firm to ensure an orderly and seamless handover.

This engagement shall become effective upon countersignature of this letter by an authorized officer of TMC. Until such countersignature is received, the Firm will not undertake substantive legal work on the Company's behalf in this matter, except to the extent necessary to preserve court deadlines or comply with existing orders of the Court.

2. Client Identification

The "Client" for purposes of this engagement is Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act (CBCA), dual-listed on the Toronto Stock Exchange (TSX: TRC) and the New York Stock Exchange (NYSE: TRC), with its principal executive offices located at 1800 Bayfield Tower, 401 Bay Street, Toronto, Ontario M5H 2Y4, Canada.

In addition to TMC itself, this engagement also covers the representation of the following wholly owned U.S. subsidiaries of TMC to the extent they are named defendants or parties in the above-referenced Action or related proceedings arising directly therefrom:

(a) Torchlight Mining (U.S.) Inc., a corporation organized under the laws of the State of Delaware (EIN: 83-2047156);

(b) Torchlight Specialty Chemicals, Inc., a corporation organized under the laws of the State of Delaware (EIN: 47-3819204);

(c) Ridgecrest Mine Holdings, LLC, a limited liability company organized under the laws of the State of Montana (MT Secretary of State ID: E1042738); and

(d) Bonanza Creek Mining, LLC, a limited liability company organized under the laws of the State of Nevada (NV Secretary of State Entity No.: E0518294731).

TMC and the foregoing subsidiaries are collectively referred to herein as the "Client" unless the context requires otherwise. The Firm will treat each of the foregoing entities as a client for purposes of conflict-of-interest analysis and the attorney-client privilege.

Please note that the representation of any additional affiliates, subsidiaries, joint ventures, or other entities related to TMC — whether currently existing or hereafter formed — would require a separate engagement letter or a written amendment to this engagement letter executed by both parties. The Firm's acceptance of representation of the entities enumerated above does not create an attorney-client relationship with any other entity within the TMC corporate family.

3. Scope of Representation

The scope of C&H's engagement encompasses the following areas of legal work in connection with the Action and the negotiation and entry of the consent decree:

(a) Consent Decree Negotiation. C&H will serve as lead counsel in the negotiation with DOJ ENRD and the EPA Office of Enforcement and Compliance Assurance ("OECA") regarding the proposed consent decree resolving alleged violations of the Clean Water Act ("CWA"), 33 U.S.C. §§ 1251 et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq.; and the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. §§ 9601 et seq., at the following four facilities owned or operated by the Client:

(1) Ridgecrest Copper-Molybdenum Mine, located at 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832 (the "Ridgecrest Site");

(2) Gallatin Chemical Works, located at 8800 Industrial Park Lane, Belgrade, Gallatin County, Montana 59714 (the "Gallatin Site");

(3) Bonanza Creek Gold Mine, located at County Road 447, Mile Marker 12, Lander County, Nevada 89820 (the "Bonanza Creek Site"); and

(4) Kanawha Bend Chemical Plant, located at 2200 Chemical Valley Road, Institute, Kanawha County, West Virginia 25112 (the "Kanawha Bend Site").

The Firm's negotiation responsibilities will include, without limitation, formulating and presenting settlement positions to DOJ and EPA, reviewing and responding to government draft consent decree terms, negotiating civil penalty amounts, and advising the Client on the legal risks and benefits of proposed consent decree provisions.

(b) Remediation Schedule Drafting. C&H will prepare and negotiate site-specific remediation schedules, work plans, and milestone matrices for all four sites identified above. These schedules and work plans will be drafted for inclusion as appendices, exhibits, or components of the consent decree, as the structure of the decree may require. This work will involve close coordination with the Client's environmental engineering consultants and with local counsel in each relevant jurisdiction to ensure compliance with applicable state-law remediation requirements.

(c) Supplemental Environmental Projects (SEPs). C&H will negotiate, draft, and structure supplemental environmental project agreements and associated compliance schedules as components of the consent decree settlement, to the extent the Client elects to propose and the government agrees to accept such projects in mitigation of civil penalties. This work will include identifying suitable SEP candidates, drafting SEP descriptions and budgets for government review, and negotiating penalty-offset credit terms.

(d) Financial Assurance Structuring. C&H will advise on and assist in structuring financial assurance instruments required under the consent decree or by applicable regulation, including surety bonds, remediation trust agreements, escrow arrangements, letters of credit, and such other instruments as may be necessary to demonstrate the Client's financial ability to complete the remediation obligations set forth in the consent decree. The Firm's role in this regard is limited to legal advice and documentation; the Firm does not provide actuarial, accounting, or financial advisory services.

(e) Decree Entry. C&H will prepare and file all court documents necessary for lodging the consent decree with the U.S. District Court for the District of Montana, Missoula Division, including the joint motion for entry of the decree, the accompanying memorandum in support, and any response to public comments received during the public notice and comment period required under 28 C.F.R. § 50.7 and applicable CERCLA provisions. The Firm will support the Client through the public comment process and will prepare any supplemental filings necessary to obtain entry of the decree by the Court.

(f) Coordination with State Co-Plaintiffs. C&H will serve as the Client's primary liaison with the States of Montana, Nevada, and West Virginia in their capacities as intervenors or co-plaintiffs in the Action. This coordination will encompass negotiation of state-specific remediation requirements, state penalty provisions, and any state-law consent order or decree provisions that may be incorporated into or run parallel to the federal consent decree. All settlement discussions with state attorneys general or state environmental agencies will be coordinated through C&H.

(g) Coordination with Co-Counsel. C&H will exercise overall management and coordination authority over local counsel retained by the Client in the jurisdictions relevant to this matter, specifically Holcroft, Dane & Weiss LLP (Montana), sagebrush Law Group, PLLC (Nevada), and Baxter, Tully & Crane PLLC (West Virginia). This coordination will include the assignment of tasks, the review and approval of substantive work product, and the alignment of legal strategy across all jurisdictions to ensure consistency in the Client's negotiating positions and legal arguments.

(h) Regulatory Coordination. C&H will interface on the Client's behalf with EPA Region 8 (Denver), EPA Region 9 (San Francisco), and EPA Region 3 (Philadelphia), and with their respective project coordinators, as necessary in connection with consent decree implementation planning, including pre-decree discussions regarding remedial design, monitoring requirements, and reporting obligations.

Exclusions from Scope. This engagement expressly excludes the following matters, which fall outside the scope of C&H's representation hereunder:

(i) Any subsequent litigation or enforcement proceedings arising from an alleged breach of the consent decree or any related stipulated-penalty disputes, whether brought by the United States, a state co-plaintiff, or any other party;

(ii) Insurance coverage recovery litigation or arbitration, including without limitation any dispute with Meridian Environmental Insurance Company, Clearwater Mutual Insurance, Ltd., or any other insurer, whether under general liability, environmental liability, or excess policies;

(iii) Appellate proceedings of any kind, including any appeal from the entry or modification of the consent decree or from any interlocutory order of the District Court;

(iv) State-court litigation or administrative proceedings not directly related to the negotiation and entry of the consent decree, including any citizen-suit actions, toxic tort claims, or property-damage claims that may be pending or filed in the future;

(v) Securities disclosure or SEC filing preparation, including the drafting of 8-K filings, 10-K or 20-F risk-factor disclosures, or proxy statement language, although the Firm may provide factual information and legal advice that informs such disclosures at the Client's request; and

(vi) Any representation in connection with criminal investigations or proceedings, including without limitation any investigation or prosecution under the Migratory Bird Treaty Act, 16 U.S.C. §§ 703–712, or any other federal or state criminal environmental statute.

Any expansion of the scope of the Firm's engagement beyond the matters described in this Section 3 will require a written amendment to this engagement letter, executed by both the Firm and the Client, setting forth the additional scope, applicable fee arrangements, and any other relevant terms.

4. Engagement Team

C&H will staff this matter with a core team of experienced environmental and litigation attorneys who bring deep expertise in EPA enforcement actions, consent decree negotiations, and multi-site environmental remediation matters. The core engagement team is as follows:

Harrison Wexford, Partner — Mr. Wexford will serve as the Responsible Partner for the engagement and will act as the primary client contact. He will serve as lead negotiator in all sessions with DOJ ENRD and EPA OECA, and will have overall responsibility for legal strategy, settlement discussions, and major work-product deliverables.

Beatrice Holloway, Partner — Ms. Holloway will serve as the Billing Partner for the engagement, with responsibility for oversight of the engagement budget, staffing decisions, fee management, and compliance with the Fee Cap set forth in Section 5.2 below.

Elliot Nguyen, Senior Associate — Mr. Nguyen will serve as the lead associate on the matter, responsible for day-to-day management of consent decree drafting, negotiation preparation, regulatory analysis, and coordination with local counsel. He will serve as a secondary point of contact for day-to-day communications with the Client.

Grace Nakamura, Associate — Ms. Nakamura will serve as a working associate on the matter, responsible for legal research, document review, remediation schedule drafting, SEP documentation, and the preparation of court filings required for lodging and entry of the consent decree.

Additional attorneys and paralegals may be assigned to the engagement team as needed based on workload demands and scheduling requirements. The Firm will provide prior notice to the Client before any additional team members begin substantive work on the matter. The Client will not be billed for the time of any attorney or paralegal who has not been disclosed to the Client in advance, except in cases of genuine urgency where prior notice is impracticable, in which case notice will be provided promptly thereafter.

Harrison Wexford will serve as the primary point of contact for TMC on all substantive matters relating to the engagement. Day-to-day communications, including scheduling, document exchanges, and routine status updates, may be directed to Elliot Nguyen as appropriate, with copies to Mr. Wexford as he may direct.

5. Fee Arrangement

5.1 Hourly Rates

Fees for professional services rendered by the Firm in connection with this engagement will be charged on an hourly basis at the following standard rates, which reflect a negotiated discount from the Firm's current published rates:

The foregoing rates are in effect as of the date of this letter. The Firm's standard practice is to adjust hourly rates annually, typically effective January 1 of each calendar year, to reflect changes in the cost of providing legal services. Any adjustment to the rates applicable to this engagement will be communicated to the Client in writing at least thirty (30) days in advance of the effective date of such adjustment. In no event will a rate increase take effect without such prior written notice. For the avoidance of doubt, any rate adjustment will apply only to work performed after the effective date of the adjustment and will not be applied retroactively to time previously recorded.

5.2 Fee Cap

Notwithstanding the hourly fee arrangement described in Section 5.1, total professional fees (excluding disbursements, out-of-pocket expenses, and fees and expenses of local counsel) for the scope of representation described in Section 3 of this letter shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) (the "Fee Cap").

The Fee Cap covers the defined scope of work only — that is, consent-decree negotiation, remediation-schedule drafting, supplemental environmental project agreements, financial-assurance structuring, and decree entry, together with the coordination and regulatory liaison activities described in Section 3(f) through 3(h). The Fee Cap has been calculated based on the Firm's current assessment of the complexity and anticipated duration of the engagement and the staffing plan set forth in Section 4.

If work outside the defined scope of Section 3 is requested by the Client and agreed upon by the Firm in writing, such work will be billed at the hourly rates set forth in Section 5.1 (as may be adjusted from time to time in accordance with this letter) without application of the Fee Cap. The Firm will not undertake any out-of-scope work without the prior written authorization of the Client's General Counsel or such other officer as the Client may designate.

For the further avoidance of doubt, the Fee Cap does not include:

(i) disbursements and out-of-pocket expenses described in Section 5.4;

(ii) fees and expenses of local counsel (Holcroft, Dane & Weiss LLP; sagebrush Law Group, PLLC; and Baxter, Tully & Crane PLLC), which will be billed separately as described in Section 9; and

(iii) fees and expenses for any expert consultants, environmental engineers, or other third-party professionals engaged at the Client's request.

The Firm will provide the Client with monthly budget-to-actual reporting showing cumulative fees incurred against the Fee Cap, enabling the Client to monitor spending and allocate resources accordingly.

5.3 Billing and Payment

The Firm will issue monthly invoices for professional fees and disbursements incurred during the preceding calendar month. Invoices will be issued on or about the fifteenth (15th) day of the month following the month in which services were rendered and expenses were incurred. Each invoice will contain a reasonably detailed description of the services performed, the timekeeper performing each service, the time expended, and the applicable hourly rate.

Invoices are due and payable within thirty (30) days of the date appearing on the invoice (i.e., net-30 terms). Payment shall be made by wire transfer in U.S. dollars to the Firm's client trust account or operating account, as designated on each invoice. In the event the Client's accounts payable process requires invoices to be submitted through an electronic billing platform, the Firm will make reasonable efforts to comply with the Client's billing guidelines, provided that such guidelines are furnished to the Firm in writing prior to the commencement of substantive work.

Interest on past-due amounts will accrue at the rate of one percent (1.0%) per month, which is equivalent to twelve percent (12%) per annum, compounded monthly, from the due date until payment is received in full. The Firm reserves the right to suspend work on the matter in the event any invoice remains unpaid for more than sixty (60) days past its due date, subject to the Firm's professional obligations to the Client and any applicable court deadlines or orders.

All invoices will be directed to:

Miriam Soo-Hwan Park, General Counsel Torchlight Mining Corp. 1800 Bayfield Tower, 401 Bay Street Toronto, Ontario M5H 2Y4, Canada

An electronic copy of each invoice will be sent to such email address or addresses as the Client may designate from time to time. The Client is requested to provide its preferred electronic invoicing address within ten (10) days of execution of this letter.

5.4 Expenses and Disbursements

The Client will reimburse the Firm for all reasonable out-of-pocket expenses and disbursements incurred in connection with the engagement. Such expenses include, but are not limited to, the following:

(a) Travel expenses, including airfare (coach class for flights under four hours; business class for flights of four hours or longer), hotel accommodations, ground transportation, rental vehicles, parking, and meals incurred during travel for the purposes of this engagement;

(b) Court filing fees and service of process costs;

(d) Expert consultant fees and costs, to the extent such experts are engaged at the Client's request and with the Client's prior written approval;

(e) Overnight courier, postage, and shipping charges;

(f) Charges for online legal research databases (e.g., Westmark Data Systems, Sundial Solutions) attributable to research performed for this engagement;

(g) Long-distance telephone and video-conference charges directly attributable to this engagement; and

(h) Any other reasonable costs directly attributable to the performance of services under this engagement.

Any single expense item exceeding Ten Thousand Dollars ($10,000) will require the prior written approval of the Client's General Counsel before the Firm incurs such expense. This approval requirement does not apply to the aggregate of routine, recurring expenses (such as regular travel for negotiation sessions) that individually fall below the $10,000 threshold.

6. Conflict Check

In accordance with its professional obligations and internal policies, C&H conducted a comprehensive conflict-of-interest check on October 18, 2024, prior to the execution of this engagement letter. The conflict check encompassed the following entities and persons:

• Torchlight Mining Corp. and all named U.S. subsidiaries (Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC);

• All adverse parties, including the U.S. Environmental Protection Agency, the U.S. Department of Justice (including ENRD), and the States of Montana, Nevada, and West Virginia;

• Opposing counsel of record in the Action;

• Relevant third parties identified by the Client and through publicly available information, including: Pinnacle Creek Environmental, LLC; Verdant Analytics, Inc.; Ironbark Surety Group, Ltd. and Ironbark Surety of America, Inc.; Northspire Capital Markets, Inc.; Cascade Geosciences, Inc.; Ridgeline Accounting Partners LLP; Larchfield Trust Company, N.A.; Meridian Environmental Insurance Company; Clearwater Mutual Insurance, Ltd.; and Harborstone National Bank, N.A.

Based on this review, no conflicts of interest were identified that would preclude or limit the Firm's representation of the Client in connection with this engagement. A separate Conflict Check Memorandum dated October 18, 2024, documenting the scope and results of the conflict review, is maintained in the Firm's files and a copy is enclosed herewith for the Client's records.

The Firm will conduct ongoing conflict monitoring throughout the duration of the engagement. If a potential conflict arises during the course of the representation, the Firm will promptly notify the Client and take all steps required under applicable rules of professional conduct, including, if necessary, seeking an informed-consent waiver or withdrawing from the representation as to the affected matter or entity.

7. Confidentiality and Privilege

All communications between C&H and the Client, whether oral, written, or electronic, are intended to be, and shall be treated as, privileged and confidential communications protected by the attorney-client privilege and the work-product doctrine. The Firm will take all reasonable measures to safeguard the confidentiality of client information, including the use of secure communication channels, access controls on electronic files, and appropriate information-barrier procedures within the Firm.

The Firm will maintain the confidentiality of all client information in accordance with the New York Rules of Professional Conduct, the applicable rules of professional conduct in each jurisdiction in which the Firm's attorneys are admitted to practice, and any applicable confidentiality orders issued by the Court in the Action.

The Client should be aware that the nature of consent-decree negotiations may involve the disclosure of certain factual information, settlement positions, and technical data to government counsel (DOJ ENRD and EPA OECA) and, potentially, to counsel for the state co-plaintiffs. Any such disclosures will be made only with the Client's prior knowledge and consent, except to the extent disclosure is compelled by applicable court orders, rules of procedure, or legal requirements. To the extent practicable, the Firm will seek the entry of a protective order or other mechanism to preserve the confidentiality of commercially sensitive information disclosed during the negotiation process.

The Client further acknowledges that, by its nature, the consent decree itself, together with certain ancillary documents (including, without limitation, the civil penalty calculation, remediation work plans, and SEP descriptions), will become public documents upon lodging of the decree with the Court and during the public notice and comment period required under applicable law. The Firm will consult with the Client regarding the content and form of all documents that will be filed publicly and will endeavor to minimize the public disclosure of competitively sensitive business information to the greatest extent consistent with applicable legal requirements.

8. Document Preservation

In connection with this engagement and the pending Action, C&H will issue a comprehensive Litigation Hold Notice and Preservation Memorandum to TMC and its U.S. subsidiaries, which is anticipated to be issued on October 23, 2024. This memorandum will set forth in detail the Client's legal obligations regarding the preservation of documents, electronically stored information ("ESI"), and tangible items related to the four sites identified in Section 3(a) and the matters at issue in the Action.

The Client acknowledges and understands its independent obligation to preserve all documents, ESI, and tangible items that may be relevant to the pending litigation, including without limitation correspondence with EPA and state environmental agencies, site inspection reports, internal environmental compliance memoranda, laboratory and monitoring data, engineering reports, financial records relating to remediation expenditures, and communications with prior counsel. This preservation obligation applies to all employees, officers, directors, agents, and contractors of the Client who may have possession of or access to such materials.

The failure to preserve relevant materials could result in adverse inferences, sanctions, or other adverse consequences imposed by the Court. The Firm will work with the Client's General Counsel and information-technology personnel to establish and maintain an appropriate litigation-hold and preservation protocol.

9. Local Counsel

C&H will coordinate with the following local counsel retained by TMC to ensure effective multi-jurisdictional representation in connection with the consent decree negotiation and related proceedings:

Holcroft, Dane & Weiss LLP Russell Dane, Lead Partner 45 N. Last Chance Gulch, Suite 600 Helena, Montana 59601 Montana local counsel — responsible for state-specific regulatory compliance, liaison with the Montana Department of Environmental Quality, and local court practice as needed.

sagebrush Law Group, PLLC Denise Quartaro, Lead Partner 3960 Howard Hughes Pkwy., Suite 500 Las Vegas, Nevada 89169 Nevada local counsel — responsible for state-specific regulatory compliance, liaison with the Nevada Division of Environmental Protection, and local court practice as needed.

Baxter, Tully & Crane PLLC Nathan Tully, Lead Partner 500 Lee St. East, Suite 1100 Charleston, West Virginia 25301 West Virginia local counsel — responsible for state-specific regulatory compliance, liaison with the West Virginia Department of Environmental Protection, and local court practice as needed.

A formal Co-Counsel Coordination Agreement will be executed among C&H and each of the foregoing local counsel firms promptly following the effective date of this engagement letter. The Co-Counsel Coordination Agreement will establish, among other things, C&H's lead-counsel authority and decision-making role, information-sharing and communication protocols, work-product review and approval procedures, and billing and expense-reporting arrangements. Until such agreement is executed, C&H will exercise overall coordination authority as described in Section 3(g) above.

Local counsel fees and expenses are the Client's direct responsibility and are not included in the Fee Cap described in Section 5.2. The Client will be invoiced separately by each local counsel firm in accordance with the terms of its respective engagement with the Client. C&H will, however, review local counsel invoices upon request by the Client and will work to ensure that local counsel work is performed efficiently and without unnecessary duplication of effort.

10. Limitation of Engagement

C&H's representation of the Client is strictly limited to the scope described in Section 3 of this letter. The Firm does not represent the Client in any other matters, transactions, disputes, or proceedings unless the Firm is separately engaged to do so pursuant to a written engagement letter or amendment covering such additional matters.

The Firm's obligations under this engagement letter will terminate upon the earliest to occur of the following:

(a) Entry of the consent decree by the U.S. District Court for the District of Montana and completion of all ancillary deliverables within the defined scope of representation set forth in Section 3, including the final resolution of any public comments and the filing of all documents necessary to effectuate the decree's entry;

(b) Termination by either party upon thirty (30) days' prior written notice to the other party, subject to the Firm's professional obligations to seek leave of Court to withdraw as counsel of record where required by applicable rules of procedure; or

Upon termination of the engagement for any reason, the Client will remain responsible for payment of all fees and expenses incurred by the Firm through the effective date of termination, in accordance with the billing and payment terms set forth in Section 5.3. The Firm will, upon termination and upon the Client's request, promptly return or transfer to the Client (or to successor counsel designated by the Client) all original documents, files, and work product belonging to the Client, subject to the Firm's right to retain copies for its own records in accordance with applicable rules of professional conduct.

11. Governing Law and Dispute Resolution

This engagement letter, and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

In the event of any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's representation of the Client, or the fees charged or services rendered in connection therewith, the parties agree that such dispute shall be resolved exclusively by binding arbitration conducted in New York, New York, administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with AAA procedures. The decision of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in any such arbitration, unless the arbitrator determines that an award of costs and fees is appropriate under the circumstances.

Nothing in this Section 11 shall preclude either party from seeking interim or provisional relief, including temporary restraining orders or preliminary injunctions, from a court of competent jurisdiction where necessary to prevent irreparable harm pending the outcome of arbitration.

12. Acceptance and Counterparts

We are grateful for the opportunity to serve as lead outside counsel to Torchlight Mining Corp. in this important matter, and we are committed to providing the highest quality legal representation throughout the course of the engagement.

Please indicate TMC's acceptance of the terms and conditions set forth in this engagement letter by having an authorized officer of the Company sign and return a copy of this letter to us at your earliest convenience. A pre-addressed return envelope has been provided for this purpose, and an electronic copy may also be transmitted via email to harrison.wexford@calderwoodharkness.com.

This engagement letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by electronic signature (including DocuSign or similar platforms) or by facsimile shall have the same force and effect as execution and delivery of an original signed copy.

We look forward to working with you, Mr. Prennell, Mr. Linford, and the entire Torchlight team on this matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Harrison Wexford, Partner

Date: October 21, 2024

ACCEPTED AND AGREED

TORCHLIGHT MINING CORP.

By: ________

Name: Miriam Soo-Hwan Park

Title: General Counsel

Date of Countersignature: ____

Enclosures

The following documents are enclosed with this engagement letter for your reference and records:

1. C&H Standard Terms of Engagement (General Terms and Conditions), incorporated herein by reference.

2. Conflict Check Memorandum dated October 18, 2024 — for Client's records.

cc:

Douglas K. Prennell, Chief Executive Officer, Torchlight Mining Corp. Carolyn Bracebridge, Chief Financial Officer, Torchlight Mining Corp. Gareth Linford, Vice President, Environmental Health & Safety, Torchlight Mining Corp. Beatrice Holloway, Partner, Calderwood & Harkness LLP Elliot Nguyen, Senior Associate, Calderwood & Harkness LLP Grace Nakamura, Associate, Calderwood & Harkness LLP

Timekeeper Category	Hourly Rate
Partners	$1,350.00
Senior Associates	$950.00
Associates	$725.00
Paralegals	$425.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 165 Broadway, 42nd Floor New York, New York 10006
Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com
October 21, 2024
VIA ELECTRONIC MAIL AND Severin Partners LLC OVERNIGHT
Ms. Miriam Soo-Hwan Park General Counsel Torchlight Mining Corp. 1800 Bayfield Tower, 401 Bay Street Toronto, Ontario M5H 2Y4 Canada
Copy to: Douglas K. Prennell, Chief Executive Officer Torchlight Mining Corp. 1800 Bayfield Tower, 401 Bay Street Toronto, Ontario M5H 2Y4, Canada
Copy to: Gareth Linford, Vice President, Environmental Health & Safety Torchlight Mining Corp. 750 Copper Ridge Blvd., Suite 200 Helena, Montana 59601
Re: Engagement of Calderwood & Harkness LLP — Multi-Site EPA Compliance and Consent Decree Negotiation Matter Number: 1039-00003
Dear Ms. Park:
1. Purpose and Acceptance
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Torchlight Mining Corp. ("TMC" or the "Company") as lead outside counsel in connection with the multi-site environmental compliance matter and consent-decree negotiation with the U.S. Environmental Protection Agency ("EPA") and the U.S. Department of Justice ("DOJ"), Environment and Natural Resources Division ("ENRD"). This engagement letter sets forth the terms and conditions upon which the Firm will provide legal services to the Company in connection with the pending action styled United States of America and State of Montana v. Torchlight Mining Corp., et al., Civil Action No. 9:24-cv-00087-DWM, currently before the U.S. District Court for the District of Montana, Missoula Division (the "Action").
As discussed between Harrison Wexford of this Firm and you during our meetings of October 9 and October 14, 2024, C&H is replacing prior environmental counsel, Whitfield, Palmer & Goss LLP, effective as of the date of this letter. We understand that Whitfield, Palmer & Goss LLP will cooperate fully in the transition of the matter file, including the transfer of all relevant work product, correspondence, and court filings, and we will work with that firm to ensure an orderly and seamless handover.
This engagement shall become effective upon countersignature of this letter by an authorized officer of TMC. Until such countersignature is received, the Firm will not undertake substantive legal work on the Company's behalf in this matter, except to the extent necessary to preserve court deadlines or comply with existing orders of the Court.
2. Client Identification
The "Client" for purposes of this engagement is Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act (CBCA), dual-listed on the Toronto Stock Exchange (TSX: TRC) and the New York Stock Exchange (NYSE: TRC), with its principal executive offices located at 1800 Bayfield Tower, 401 Bay Street, Toronto, Ontario M5H 2Y4, Canada.
In addition to TMC itself, this engagement also covers the representation of the following wholly owned U.S. subsidiaries of TMC to the extent they are named defendants or parties in the above-referenced Action or related proceedings arising directly therefrom:
(a) Torchlight Mining (U.S.) Inc., a corporation organized under the laws of the State of Delaware (EIN: 83-2047156);
(b) Torchlight Specialty Chemicals, Inc., a corporation organized under the laws of the State of Delaware (EIN: 47-3819204);
(c) Ridgecrest Mine Holdings, LLC, a limited liability company organized under the laws of the State of Montana (MT Secretary of State ID: E1042738); and
(d) Bonanza Creek Mining, LLC, a limited liability company organized under the laws of the State of Nevada (NV Secretary of State Entity No.: E0518294731).
TMC and the foregoing subsidiaries are collectively referred to herein as the "Client" unless the context requires otherwise. The Firm will treat each of the foregoing entities as a client for purposes of conflict-of-interest analysis and the attorney-client privilege.
Please note that the representation of any additional affiliates, subsidiaries, joint ventures, or other entities related to TMC — whether currently existing or hereafter formed — would require a separate engagement letter or a written amendment to this engagement letter executed by both parties. The Firm's acceptance of representation of the entities enumerated above does not create an attorney-client relationship with any other entity within the TMC corporate family.
3. Scope of Representation
The scope of C&H's engagement encompasses the following areas of legal work in connection with the Action and the negotiation and entry of the consent decree:
(a) Consent Decree Negotiation. C&H will serve as lead counsel in the negotiation with DOJ ENRD and the EPA Office of Enforcement and Compliance Assurance ("OECA") regarding the proposed consent decree resolving alleged violations of the Clean Water Act ("CWA"), 33 U.S.C. §§ 1251 et seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901 et seq.; and the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. §§ 9601 et seq., at the following four facilities owned or operated by the Client:
(1) Ridgecrest Copper-Molybdenum Mine, located at 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832 (the "Ridgecrest Site");
(2) Gallatin Chemical Works, located at 8800 Industrial Park Lane, Belgrade, Gallatin County, Montana 59714 (the "Gallatin Site");
(3) Bonanza Creek Gold Mine, located at County Road 447, Mile Marker 12, Lander County, Nevada 89820 (the "Bonanza Creek Site"); and
(4) Kanawha Bend Chemical Plant, located at 2200 Chemical Valley Road, Institute, Kanawha County, West Virginia 25112 (the "Kanawha Bend Site").
The Firm's negotiation responsibilities will include, without limitation, formulating and presenting settlement positions to DOJ and EPA, reviewing and responding to government draft consent decree terms, negotiating civil penalty amounts, and advising the Client on the legal risks and benefits of proposed consent decree provisions.
(b) Remediation Schedule Drafting. C&H will prepare and negotiate site-specific remediation schedules, work plans, and milestone matrices for all four sites identified above. These schedules and work plans will be drafted for inclusion as appendices, exhibits, or components of the consent decree, as the structure of the decree may require. This work will involve close coordination with the Client's environmental engineering consultants and with local counsel in each relevant jurisdiction to ensure compliance with applicable state-law remediation requirements.
(c) Supplemental Environmental Projects (SEPs). C&H will negotiate, draft, and structure supplemental environmental project agreements and associated compliance schedules as components of the consent decree settlement, to the extent the Client elects to propose and the government agrees to accept such projects in mitigation of civil penalties. This work will include identifying suitable SEP candidates, drafting SEP descriptions and budgets for government review, and negotiating penalty-offset credit terms.
(d) Financial Assurance Structuring. C&H will advise on and assist in structuring financial assurance instruments required under the consent decree or by applicable regulation, including surety bonds, remediation trust agreements, escrow arrangements, letters of credit, and such other instruments as may be necessary to demonstrate the Client's financial ability to complete the remediation obligations set forth in the consent decree. The Firm's role in this regard is limited to legal advice and documentation; the Firm does not provide actuarial, accounting, or financial advisory services.
(e) Decree Entry. C&H will prepare and file all court documents necessary for lodging the consent decree with the U.S. District Court for the District of Montana, Missoula Division, including the joint motion for entry of the decree, the accompanying memorandum in support, and any response to public comments received during the public notice and comment period required under 28 C.F.R. § 50.7 and applicable CERCLA provisions. The Firm will support the Client through the public comment process and will prepare any supplemental filings necessary to obtain entry of the decree by the Court.
(f) Coordination with State Co-Plaintiffs. C&H will serve as the Client's primary liaison with the States of Montana, Nevada, and West Virginia in their capacities as intervenors or co-plaintiffs in the Action. This coordination will encompass negotiation of state-specific remediation requirements, state penalty provisions, and any state-law consent order or decree provisions that may be incorporated into or run parallel to the federal consent decree. All settlement discussions with state attorneys general or state environmental agencies will be coordinated through C&H.
(g) Coordination with Co-Counsel. C&H will exercise overall management and coordination authority over local counsel retained by the Client in the jurisdictions relevant to this matter, specifically Holcroft, Dane & Weiss LLP (Montana), sagebrush Law Group, PLLC (Nevada), and Baxter, Tully & Crane PLLC (West Virginia). This coordination will include the assignment of tasks, the review and approval of substantive work product, and the alignment of legal strategy across all jurisdictions to ensure consistency in the Client's negotiating positions and legal arguments.
(h) Regulatory Coordination. C&H will interface on the Client's behalf with EPA Region 8 (Denver), EPA Region 9 (San Francisco), and EPA Region 3 (Philadelphia), and with their respective project coordinators, as necessary in connection with consent decree implementation planning, including pre-decree discussions regarding remedial design, monitoring requirements, and reporting obligations.
Exclusions from Scope. This engagement expressly excludes the following matters, which fall outside the scope of C&H's representation hereunder:
(i) Any subsequent litigation or enforcement proceedings arising from an alleged breach of the consent decree or any related stipulated-penalty disputes, whether brought by the United States, a state co-plaintiff, or any other party;
(ii) Insurance coverage recovery litigation or arbitration, including without limitation any dispute with Meridian Environmental Insurance Company, Clearwater Mutual Insurance, Ltd., or any other insurer, whether under general liability, environmental liability, or excess policies;
(iii) Appellate proceedings of any kind, including any appeal from the entry or modification of the consent decree or from any interlocutory order of the District Court;
(iv) State-court litigation or administrative proceedings not directly related to the negotiation and entry of the consent decree, including any citizen-suit actions, toxic tort claims, or property-damage claims that may be pending or filed in the future;
(v) Securities disclosure or SEC filing preparation, including the drafting of 8-K filings, 10-K or 20-F risk-factor disclosures, or proxy statement language, although the Firm may provide factual information and legal advice that informs such disclosures at the Client's request; and
(vi) Any representation in connection with criminal investigations or proceedings, including without limitation any investigation or prosecution under the Migratory Bird Treaty Act, 16 U.S.C. §§ 703–712, or any other federal or state criminal environmental statute.
Any expansion of the scope of the Firm's engagement beyond the matters described in this Section 3 will require a written amendment to this engagement letter, executed by both the Firm and the Client, setting forth the additional scope, applicable fee arrangements, and any other relevant terms.
4. Engagement Team
C&H will staff this matter with a core team of experienced environmental and litigation attorneys who bring deep expertise in EPA enforcement actions, consent decree negotiations, and multi-site environmental remediation matters. The core engagement team is as follows:
Harrison Wexford, Partner — Mr. Wexford will serve as the Responsible Partner for the engagement and will act as the primary client contact. He will serve as lead negotiator in all sessions with DOJ ENRD and EPA OECA, and will have overall responsibility for legal strategy, settlement discussions, and major work-product deliverables.
Beatrice Holloway, Partner — Ms. Holloway will serve as the Billing Partner for the engagement, with responsibility for oversight of the engagement budget, staffing decisions, fee management, and compliance with the Fee Cap set forth in Section 5.2 below.
Elliot Nguyen, Senior Associate — Mr. Nguyen will serve as the lead associate on the matter, responsible for day-to-day management of consent decree drafting, negotiation preparation, regulatory analysis, and coordination with local counsel. He will serve as a secondary point of contact for day-to-day communications with the Client.
Grace Nakamura, Associate — Ms. Nakamura will serve as a working associate on the matter, responsible for legal research, document review, remediation schedule drafting, SEP documentation, and the preparation of court filings required for lodging and entry of the consent decree.
Additional attorneys and paralegals may be assigned to the engagement team as needed based on workload demands and scheduling requirements. The Firm will provide prior notice to the Client before any additional team members begin substantive work on the matter. The Client will not be billed for the time of any attorney or paralegal who has not been disclosed to the Client in advance, except in cases of genuine urgency where prior notice is impracticable, in which case notice will be provided promptly thereafter.
Harrison Wexford will serve as the primary point of contact for TMC on all substantive matters relating to the engagement. Day-to-day communications, including scheduling, document exchanges, and routine status updates, may be directed to Elliot Nguyen as appropriate, with copies to Mr. Wexford as he may direct.
5. Fee Arrangement
5.1 Hourly Rates
Fees for professional services rendered by the Firm in connection with this engagement will be charged on an hourly basis at the following standard rates, which reflect a negotiated discount from the Firm's current published rates:
The foregoing rates are in effect as of the date of this letter. The Firm's standard practice is to adjust hourly rates annually, typically effective January 1 of each calendar year, to reflect changes in the cost of providing legal services. Any adjustment to the rates applicable to this engagement will be communicated to the Client in writing at least thirty (30) days in advance of the effective date of such adjustment. In no event will a rate increase take effect without such prior written notice. For the avoidance of doubt, any rate adjustment will apply only to work performed after the effective date of the adjustment and will not be applied retroactively to time previously recorded.
5.2 Fee Cap
Notwithstanding the hourly fee arrangement described in Section 5.1, total professional fees (excluding disbursements, out-of-pocket expenses, and fees and expenses of local counsel) for the scope of representation described in Section 3 of this letter shall not exceed Four Million Five Hundred Thousand Dollars ($4,500,000) (the "Fee Cap").
The Fee Cap covers the defined scope of work only — that is, consent-decree negotiation, remediation-schedule drafting, supplemental environmental project agreements, financial-assurance structuring, and decree entry, together with the coordination and regulatory liaison activities described in Section 3(f) through 3(h). The Fee Cap has been calculated based on the Firm's current assessment of the complexity and anticipated duration of the engagement and the staffing plan set forth in Section 4.
If work outside the defined scope of Section 3 is requested by the Client and agreed upon by the Firm in writing, such work will be billed at the hourly rates set forth in Section 5.1 (as may be adjusted from time to time in accordance with this letter) without application of the Fee Cap. The Firm will not undertake any out-of-scope work without the prior written authorization of the Client's General Counsel or such other officer as the Client may designate.
For the further avoidance of doubt, the Fee Cap does not include:
(i) disbursements and out-of-pocket expenses described in Section 5.4;
(ii) fees and expenses of local counsel (Holcroft, Dane & Weiss LLP; sagebrush Law Group, PLLC; and Baxter, Tully & Crane PLLC), which will be billed separately as described in Section 9; and
(iii) fees and expenses for any expert consultants, environmental engineers, or other third-party professionals engaged at the Client's request.
The Firm will provide the Client with monthly budget-to-actual reporting showing cumulative fees incurred against the Fee Cap, enabling the Client to monitor spending and allocate resources accordingly.
5.3 Billing and Payment
The Firm will issue monthly invoices for professional fees and disbursements incurred during the preceding calendar month. Invoices will be issued on or about the fifteenth (15th) day of the month following the month in which services were rendered and expenses were incurred. Each invoice will contain a reasonably detailed description of the services performed, the timekeeper performing each service, the time expended, and the applicable hourly rate.
Invoices are due and payable within thirty (30) days of the date appearing on the invoice (i.e., net-30 terms). Payment shall be made by wire transfer in U.S. dollars to the Firm's client trust account or operating account, as designated on each invoice. In the event the Client's accounts payable process requires invoices to be submitted through an electronic billing platform, the Firm will make reasonable efforts to comply with the Client's billing guidelines, provided that such guidelines are furnished to the Firm in writing prior to the commencement of substantive work.
Interest on past-due amounts will accrue at the rate of one percent (1.0%) per month, which is equivalent to twelve percent (12%) per annum, compounded monthly, from the due date until payment is received in full. The Firm reserves the right to suspend work on the matter in the event any invoice remains unpaid for more than sixty (60) days past its due date, subject to the Firm's professional obligations to the Client and any applicable court deadlines or orders.
All invoices will be directed to:
Miriam Soo-Hwan Park, General Counsel Torchlight Mining Corp. 1800 Bayfield Tower, 401 Bay Street Toronto, Ontario M5H 2Y4, Canada
An electronic copy of each invoice will be sent to such email address or addresses as the Client may designate from time to time. The Client is requested to provide its preferred electronic invoicing address within ten (10) days of execution of this letter.
5.4 Expenses and Disbursements
The Client will reimburse the Firm for all reasonable out-of-pocket expenses and disbursements incurred in connection with the engagement. Such expenses include, but are not limited to, the following:
(a) Travel expenses, including airfare (coach class for flights under four hours; business class for flights of four hours or longer), hotel accommodations, ground transportation, rental vehicles, parking, and meals incurred during travel for the purposes of this engagement;
(b) Court filing fees and service of process costs;
(c) Photocopying, printing, binding, and document production costs, charged at the Firm's standard internal rates;
(d) Expert consultant fees and costs, to the extent such experts are engaged at the Client's request and with the Client's prior written approval;
(e) Overnight courier, postage, and shipping charges;
(f) Charges for online legal research databases (e.g., Westmark Data Systems, Sundial Solutions) attributable to research performed for this engagement;
(g) Long-distance telephone and video-conference charges directly attributable to this engagement; and
(h) Any other reasonable costs directly attributable to the performance of services under this engagement.
Any single expense item exceeding Ten Thousand Dollars ($10,000) will require the prior written approval of the Client's General Counsel before the Firm incurs such expense. This approval requirement does not apply to the aggregate of routine, recurring expenses (such as regular travel for negotiation sessions) that individually fall below the $10,000 threshold.
6. Conflict Check
In accordance with its professional obligations and internal policies, C&H conducted a comprehensive conflict-of-interest check on October 18, 2024, prior to the execution of this engagement letter. The conflict check encompassed the following entities and persons:
•  Torchlight Mining Corp. and all named U.S. subsidiaries (Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC);
•  All adverse parties, including the U.S. Environmental Protection Agency, the U.S. Department of Justice (including ENRD), and the States of Montana, Nevada, and West Virginia;
•  Opposing counsel of record in the Action;
•  Relevant third parties identified by the Client and through publicly available information, including: Pinnacle Creek Environmental, LLC; Verdant Analytics, Inc.; Ironbark Surety Group, Ltd. and Ironbark Surety of America, Inc.; Northspire Capital Markets, Inc.; Cascade Geosciences, Inc.; Ridgeline Accounting Partners LLP; Larchfield Trust Company, N.A.; Meridian Environmental Insurance Company; Clearwater Mutual Insurance, Ltd.; and Harborstone National Bank, N.A.
Based on this review, no conflicts of interest were identified that would preclude or limit the Firm's representation of the Client in connection with this engagement. A separate Conflict Check Memorandum dated October 18, 2024, documenting the scope and results of the conflict review, is maintained in the Firm's files and a copy is enclosed herewith for the Client's records.
The Firm will conduct ongoing conflict monitoring throughout the duration of the engagement. If a potential conflict arises during the course of the representation, the Firm will promptly notify the Client and take all steps required under applicable rules of professional conduct, including, if necessary, seeking an informed-consent waiver or withdrawing from the representation as to the affected matter or entity.
7. Confidentiality and Privilege
All communications between C&H and the Client, whether oral, written, or electronic, are intended to be, and shall be treated as, privileged and confidential communications protected by the attorney-client privilege and the work-product doctrine. The Firm will take all reasonable measures to safeguard the confidentiality of client information, including the use of secure communication channels, access controls on electronic files, and appropriate information-barrier procedures within the Firm.
The Firm will maintain the confidentiality of all client information in accordance with the New York Rules of Professional Conduct, the applicable rules of professional conduct in each jurisdiction in which the Firm's attorneys are admitted to practice, and any applicable confidentiality orders issued by the Court in the Action.
The Client should be aware that the nature of consent-decree negotiations may involve the disclosure of certain factual information, settlement positions, and technical data to government counsel (DOJ ENRD and EPA OECA) and, potentially, to counsel for the state co-plaintiffs. Any such disclosures will be made only with the Client's prior knowledge and consent, except to the extent disclosure is compelled by applicable court orders, rules of procedure, or legal requirements. To the extent practicable, the Firm will seek the entry of a protective order or other mechanism to preserve the confidentiality of commercially sensitive information disclosed during the negotiation process.
The Client further acknowledges that, by its nature, the consent decree itself, together with certain ancillary documents (including, without limitation, the civil penalty calculation, remediation work plans, and SEP descriptions), will become public documents upon lodging of the decree with the Court and during the public notice and comment period required under applicable law. The Firm will consult with the Client regarding the content and form of all documents that will be filed publicly and will endeavor to minimize the public disclosure of competitively sensitive business information to the greatest extent consistent with applicable legal requirements.
8. Document Preservation
In connection with this engagement and the pending Action, C&H will issue a comprehensive Litigation Hold Notice and Preservation Memorandum to TMC and its U.S. subsidiaries, which is anticipated to be issued on October 23, 2024. This memorandum will set forth in detail the Client's legal obligations regarding the preservation of documents, electronically stored information ("ESI"), and tangible items related to the four sites identified in Section 3(a) and the matters at issue in the Action.
The Client acknowledges and understands its independent obligation to preserve all documents, ESI, and tangible items that may be relevant to the pending litigation, including without limitation correspondence with EPA and state environmental agencies, site inspection reports, internal environmental compliance memoranda, laboratory and monitoring data, engineering reports, financial records relating to remediation expenditures, and communications with prior counsel. This preservation obligation applies to all employees, officers, directors, agents, and contractors of the Client who may have possession of or access to such materials.
The failure to preserve relevant materials could result in adverse inferences, sanctions, or other adverse consequences imposed by the Court. The Firm will work with the Client's General Counsel and information-technology personnel to establish and maintain an appropriate litigation-hold and preservation protocol.
9. Local Counsel
C&H will coordinate with the following local counsel retained by TMC to ensure effective multi-jurisdictional representation in connection with the consent decree negotiation and related proceedings:
Holcroft, Dane & Weiss LLP Russell Dane, Lead Partner 45 N. Last Chance Gulch, Suite 600 Helena, Montana 59601 Montana local counsel — responsible for state-specific regulatory compliance, liaison with the Montana Department of Environmental Quality, and local court practice as needed.
sagebrush Law Group, PLLC Denise Quartaro, Lead Partner 3960 Howard Hughes Pkwy., Suite 500 Las Vegas, Nevada 89169 Nevada local counsel — responsible for state-specific regulatory compliance, liaison with the Nevada Division of Environmental Protection, and local court practice as needed.
Baxter, Tully & Crane PLLC Nathan Tully, Lead Partner 500 Lee St. East, Suite 1100 Charleston, West Virginia 25301 West Virginia local counsel — responsible for state-specific regulatory compliance, liaison with the West Virginia Department of Environmental Protection, and local court practice as needed.
A formal Co-Counsel Coordination Agreement will be executed among C&H and each of the foregoing local counsel firms promptly following the effective date of this engagement letter. The Co-Counsel Coordination Agreement will establish, among other things, C&H's lead-counsel authority and decision-making role, information-sharing and communication protocols, work-product review and approval procedures, and billing and expense-reporting arrangements. Until such agreement is executed, C&H will exercise overall coordination authority as described in Section 3(g) above.
Local counsel fees and expenses are the Client's direct responsibility and are not included in the Fee Cap described in Section 5.2. The Client will be invoiced separately by each local counsel firm in accordance with the terms of its respective engagement with the Client. C&H will, however, review local counsel invoices upon request by the Client and will work to ensure that local counsel work is performed efficiently and without unnecessary duplication of effort.
10. Limitation of Engagement
C&H's representation of the Client is strictly limited to the scope described in Section 3 of this letter. The Firm does not represent the Client in any other matters, transactions, disputes, or proceedings unless the Firm is separately engaged to do so pursuant to a written engagement letter or amendment covering such additional matters.
The Firm's obligations under this engagement letter will terminate upon the earliest to occur of the following:
(a) Entry of the consent decree by the U.S. District Court for the District of Montana and completion of all ancillary deliverables within the defined scope of representation set forth in Section 3, including the final resolution of any public comments and the filing of all documents necessary to effectuate the decree's entry;
(b) Termination by either party upon thirty (30) days' prior written notice to the other party, subject to the Firm's professional obligations to seek leave of Court to withdraw as counsel of record where required by applicable rules of procedure; or
(c) Such other date as the parties may agree upon in writing.
Upon termination of the engagement for any reason, the Client will remain responsible for payment of all fees and expenses incurred by the Firm through the effective date of termination, in accordance with the billing and payment terms set forth in Section 5.3. The Firm will, upon termination and upon the Client's request, promptly return or transfer to the Client (or to successor counsel designated by the Client) all original documents, files, and work product belonging to the Client, subject to the Firm's right to retain copies for its own records in accordance with applicable rules of professional conduct.
11. Governing Law and Dispute Resolution
This engagement letter, and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
In the event of any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's representation of the Client, or the fees charged or services rendered in connection therewith, the parties agree that such dispute shall be resolved exclusively by binding arbitration conducted in New York, New York, administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with AAA procedures. The decision of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in any such arbitration, unless the arbitrator determines that an award of costs and fees is appropriate under the circumstances.
Nothing in this Section 11 shall preclude either party from seeking interim or provisional relief, including temporary restraining orders or preliminary injunctions, from a court of competent jurisdiction where necessary to prevent irreparable harm pending the outcome of arbitration.
12. Acceptance and Counterparts
We are grateful for the opportunity to serve as lead outside counsel to Torchlight Mining Corp. in this important matter, and we are committed to providing the highest quality legal representation throughout the course of the engagement.
Please indicate TMC's acceptance of the terms and conditions set forth in this engagement letter by having an authorized officer of the Company sign and return a copy of this letter to us at your earliest convenience. A pre-addressed return envelope has been provided for this purpose, and an electronic copy may also be transmitted via email to harrison.wexford@calderwoodharkness.com.
This engagement letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by electronic signature (including DocuSign or similar platforms) or by facsimile shall have the same force and effect as execution and delivery of an original signed copy.
We look forward to working with you, Mr. Prennell, Mr. Linford, and the entire Torchlight team on this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Harrison Wexford, Partner
Date: October 21, 2024
ACCEPTED AND AGREED
TORCHLIGHT MINING CORP.
By: ________
Name: Miriam Soo-Hwan Park
Title: General Counsel
Date of Countersignature: ____
Enclosures
The following documents are enclosed with this engagement letter for your reference and records:
1.  C&H Standard Terms of Engagement (General Terms and Conditions), incorporated herein by reference.
2.  Conflict Check Memorandum dated October 18, 2024 — for Client's records.
cc:
Douglas K. Prennell, Chief Executive Officer, Torchlight Mining Corp. Carolyn Bracebridge, Chief Financial Officer, Torchlight Mining Corp. Gareth Linford, Vice President, Environmental Health & Safety, Torchlight Mining Corp. Beatrice Holloway, Partner, Calderwood & Harkness LLP Elliot Nguyen, Senior Associate, Calderwood & Harkness LLP Grace Nakamura, Associate, Calderwood & Harkness LLP
Timekeeper Category | Hourly Rate
Partners | $1,350.00
Senior Associates | $950.00
Associates | $725.00
Paralegals | $425.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED

TORCHLIGHT MINING CORP.

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