1039-00003 · Torchlight Mining Corp · Independent Monitor

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INDEPENDENT ENVIRONMENTAL MONITOR AGREEMENT

Execution Version

February 15, 2025

Entered in Connection with the Consent Decree in

United States of America and State of Montana v. Torchlight Mining Corp., Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC

Civil Action No. 9:24-cv-00087-DWM

United States District Court for the District of Montana, Missoula Division

Among:

TORCHLIGHT MINING CORP. (on behalf of itself and its U.S. subsidiaries)

THE UNITED STATES OF AMERICA (acting through the U.S. Department of Justice, Environment and Natural Resources Division, and the U.S. Environmental Protection Agency)

and

VERDANT ANALYTICS, INC. (Independent Environmental Monitor)

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RECITALS

A. The Consent Decree.

On February 19, 2025, the parties to the underlying enforcement action lodged a Consent Decree with the United States District Court for the District of Montana, Missoula Division (the Honorable Donald W. Molloy, Senior United States District Judge), resolving alleged violations of the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq. (the "Clean Water Act" or "CWA"), the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq. ("RCRA"), and the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq. ("CERCLA"), at four facilities operated or formerly operated by Torchlight Mining Corp. and its United States subsidiaries, Civil Action No. 9:24-cv-00087-DWM (the "Consent Decree"). The four facilities at issue in the Consent Decree (collectively, the "Sites" or "Monitored Sites") are: (1) the Ridgecrest Copper-Molybdenum Mine, located at 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832; (2) the Gallatin Chemical Works, located at 8800 Industrial Park Lane, Belgrade, Gallatin County, Montana 59714; (3) the Bonanza Creek Gold Mine, located at County Road 447, Mile Marker 12, Lander County, Nevada 89820; and (4) the Kanawha Bend Chemical Plant, located at 2200 Chemical Valley Road, Institute, Kanawha County, West Virginia 25112. Among its numerous provisions, the Consent Decree requires the appointment of an independent environmental monitor to verify the Settling Defendants' compliance with the remediation obligations, performance standards, sampling and monitoring requirements, supplemental environmental projects, financial assurance provisions, and all other material obligations set forth therein.

B. The Settling Defendants.

Torchlight Mining Corp. ("TMC") is 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 corporate headquarters located at 1800 Bayfield Tower, 401 Bay Street, Toronto, Ontario M5H 2Y4, Canada, and its United States headquarters located at 750 Copper Ridge Boulevard, Suite 200, Helena, Montana 59601. TMC conducts its U.S. operations through a number of wholly-owned subsidiaries, including the following entities that are parties to the Consent Decree and to this Agreement (collectively with TMC, the "Settling Defendants"):

(i) Torchlight Mining (U.S.) Inc., a corporation organized under the laws of the State of Delaware (EIN: 83-2047156), which serves as the direct operator of TMC's United States mining operations and is a wholly-owned subsidiary of TMC;

(ii) Torchlight Specialty Chemicals, Inc., a corporation organized under the laws of the State of Delaware (EIN: 47-3819204), which operates the Gallatin Chemical Works and the Kanawha Bend Chemical Plant and is a wholly-owned subsidiary of TMC;

(iii) Ridgecrest Mine Holdings, LLC, a limited liability company organized under the laws of the State of Montana (Montana Secretary of State ID: E1042738), which holds the real property interests and mineral rights associated with the Ridgecrest Copper-Molybdenum Mine; and

(iv) Bonanza Creek Mining, LLC, a limited liability company organized under the laws of the State of Nevada (Nevada Secretary of State Entity No.: E0518294731), which holds the real property interests, mineral rights, and water rights associated with the Bonanza Creek Gold Mine.

The current Chief Executive Officer of TMC is Douglas K. Prennell. The General Counsel of TMC is Miriam Soo-Hwan Park. The Vice President, Environmental Health & Safety, of TMC is Gareth Linford.

C. The United States.

The United States of America is acting in this matter through the United States Department of Justice, Environment and Natural Resources Division, Environmental Enforcement Section. The Lead Trial Attorney for the Department of Justice is Philip Orenstein. The Supervising Attorney for the Department of Justice is Katherine Rowe-Halpern. The United States is also acting through the United States Environmental Protection Agency ("EPA"), Office of Enforcement and Compliance Assurance. The Lead EPA Case Attorney is Margaret Coulson. EPA Region 8, headquartered in Denver, Colorado, has regulatory jurisdiction over the Ridgecrest Copper-Molybdenum Mine and the Gallatin Chemical Works. EPA Region 9, headquartered in San Francisco, California, has regulatory jurisdiction over the Bonanza Creek Gold Mine. EPA Region 3, headquartered in Philadelphia, Pennsylvania, has regulatory jurisdiction over the Kanawha Bend Chemical Plant. The designated EPA Project Coordinators are Dr. Samuel Tesfaye, for the Ridgecrest Mine (Operable Unit 1), and Jennifer Whitfield, for the Bonanza Creek Mine.

D. Selection of the Monitor.

Pursuant to the monitor selection process established under Section XII of the Consent Decree, the Parties to the Consent Decree jointly selected Verdant Analytics, Inc. as the Independent Environmental Monitor. Verdant Analytics, Inc. ("Verdant" or the "Monitor") is a corporation organized under the laws of the State of Oregon, with its principal office located at 1550 NW Couch Street, Suite 400, Portland, Oregon 97209. Dr. Kamal Osei, Senior Managing Director of Verdant Analytics, Inc., will serve as the Lead Monitor and the primary engagement representative for the purpose of performing the monitoring obligations described herein. Verdant possesses the requisite professional expertise and institutional capacity in environmental compliance auditing, remediation performance assessment, multi-site environmental monitoring programs, and regulatory compliance evaluation to discharge the duties contemplated by this Agreement and the Consent Decree.

E. State Co-Plaintiffs.

The States of Montana, Nevada, and West Virginia are co-plaintiffs and intervenors in the underlying civil action. Montana is represented by Assistant Attorney General Annika Hedstrom of the Montana Attorney General's Office, Environmental Bureau. Nevada is represented by Deputy Attorney General Ricardo Fuentes of the Nevada Attorney General's Office. West Virginia is represented by Assistant Attorney General Loretta May Hatcher of the West Virginia Attorney General's Office. Pursuant to the Consent Decree, the State Co-Plaintiffs are entitled to receive copies of all Monitor reports filed with the Court and to participate in annual review meetings concerning the status of remediation at each of the four Sites.

F. Purpose of This Agreement.

This Independent Environmental Monitor Agreement (this "Agreement") sets forth the terms and conditions governing the Monitor's engagement, including, without limitation, the scope of the Monitor's authority, the Monitor's duties and responsibilities, compensation and expense reimbursement, reporting obligations, confidentiality requirements, conflicts of interest provisions, indemnification, and the term and termination of the Monitor's engagement. This Agreement is entered into by and among Torchlight Mining Corp. (on behalf of itself and the Settling Defendants), the United States of America (acting through the Department of Justice and EPA), and Verdant Analytics, Inc., each of which is referred to herein individually as a "Party" and collectively as the "Parties."

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, the terms and conditions of the Consent Decree, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Consent Decree.

(a) "Agreement" means this Independent Environmental Monitor Agreement, dated as of February 15, 2025, including all exhibits and attachments hereto, as it may be amended from time to time in accordance with Section 12.2.

(b) "Consent Decree" means the consent decree lodged with the Court on February 19, 2025, in United States of America and State of Montana v. Torchlight Mining Corp., Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC, Civil Action No. 9:24-cv-00087-DWM, as entered by the Court and as it may be modified by the Court from time to time.

(c) "Court" means the United States District Court for the District of Montana, Missoula Division, or any successor court or judge exercising jurisdiction over the Consent Decree.

(d) "Effective Date" means the Effective Date of the Consent Decree, which is defined in Section IV of the Consent Decree as the date that is thirty (30) days after entry of the Consent Decree by the Court. The target Effective Date is June 14, 2025, based on an anticipated entry date of May 15, 2025.

(e) "EPA" means the United States Environmental Protection Agency and its authorized representatives, including EPA Region 8, EPA Region 9, and EPA Region 3, as applicable.

(f) "EPA Project Coordinators" means Dr. Samuel Tesfaye, who serves as the EPA Project Coordinator for the Ridgecrest Copper-Molybdenum Mine (Operable Unit 1), and Jennifer Whitfield, who serves as the EPA Project Coordinator for the Bonanza Creek Gold Mine, or their designated successors.

(g) "Lead Monitor" means Dr. Kamal Osei, Senior Managing Director of Verdant Analytics, Inc., who shall serve as the primary engagement representative of the Monitor, or such successor Lead Monitor as may be designated in accordance with Section 2.1 of this Agreement.

(h) "Monitor" or "Independent Monitor" means Verdant Analytics, Inc., an Oregon corporation with its principal office at 1550 NW Couch Street, Suite 400, Portland, Oregon 97209, together with its authorized officers, employees, agents, contractors, and representatives engaged in the performance of duties under this Agreement.

(i) "Monitored Sites" or "Sites" means, collectively, the four facilities that are subject to the remediation and compliance obligations set forth in the Consent Decree:

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

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

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

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

(j) "Parties" means TMC (together with its U.S. subsidiaries, as the Settling Defendants), the United States of America, and the Monitor. For the avoidance of doubt, the State Co-Plaintiffs are not parties to this Agreement but are third-party beneficiaries entitled to certain rights hereunder, including receipt of reports and participation in annual review meetings.

(k) "Remediation Consultant" means Pinnacle Creek Environmental, LLC, a limited liability company with offices at 320 Willowbrook Drive, Suite 100, Bozeman, Montana 59715, which has been retained by the Settling Defendants to design and implement the remedial actions required by the Consent Decree. The engagement lead for Pinnacle Creek Environmental, LLC is Dr. Astrid Bergmann, P.E.

(l) "Remediation Trust Fund" means the eighty million dollar ($80,000,000.00) irrevocable environmental remediation trust fund established by the Settling Defendants pursuant to the Consent Decree under Trust Agreement No. LTC-REM-2025-1177 with Larchfield Trust Company, N.A., a national banking association serving as trustee. The Trust Officer is David Henshaw.

(m) "Settling Defendants" means, collectively, Torchlight Mining Corp., Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC.

(n) "SEPs" means the three Supplemental Environmental Projects required to be implemented by the Settling Defendants under the Consent Decree, specifically:

(1) the Flint Creek Watershed Restoration Project, with a committed expenditure of five million five hundred thousand dollars ($5,500,000.00);

(2) the Battle Mountain Community Drinking Water Improvement Project, with a committed expenditure of three million five hundred thousand dollars ($3,500,000.00); and

(3) the Institute Community Air Quality Monitoring Network, with a committed expenditure of three million dollars ($3,000,000.00).

The total committed expenditure for all three SEPs is twelve million dollars ($12,000,000.00).

(o) "State Co-Plaintiffs" means the States of Montana (represented by Assistant Attorney General Annika Hedstrom, Montana Attorney General's Office, Environmental Bureau), Nevada (represented by Deputy Attorney General Ricardo Fuentes, Nevada Attorney General's Office), and West Virginia (represented by Assistant Attorney General Loretta May Hatcher, West Virginia Attorney General's Office), each of which is a co-plaintiff or intervenor in the underlying civil action.

(p) "Surety Bond" means the one hundred sixty-five million dollar ($165,000,000.00) surety bond issued by Ironbark Surety of America, Inc., Bond No. ISA-ENV-2025-08934, in favor of the United States and the State Co-Plaintiffs, as required by the financial assurance provisions of the Consent Decree.

(q) "TMC Outside Counsel" means Calderwood & Harkness LLP (Matter No. 1039-00003), which serves as lead outside counsel to the Settling Defendants in connection with the Consent Decree; Holcroft, Dane & Weiss LLP, which serves as Montana local counsel; sagebrush Law Group, PLLC, which serves as Nevada local counsel; and Baxter, Tully & Crane PLLC, which serves as West Virginia local counsel.

ARTICLE II — APPOINTMENT AND AUTHORITY

Section 2.1 — Appointment. The Parties hereby appoint Verdant Analytics, Inc. as the Independent Environmental Monitor under the Consent Decree, with the duties, authorities, and responsibilities set forth in this Agreement and as further described in the Consent Decree. This appointment is subject to confirmation by the Court. The Parties shall promptly file a joint motion with the Court requesting confirmation of the appointment. Dr. Kamal Osei, Senior Managing Director of Verdant Analytics, Inc., shall serve as the Lead Monitor and shall have primary responsibility for overseeing all monitoring activities conducted pursuant to this Agreement. Any change in the identity of the Lead Monitor shall require the prior written consent of all Parties and the approval of the Court. In the event that Dr. Osei becomes unable or unwilling to serve as Lead Monitor, Verdant Analytics, Inc. shall promptly notify all Parties and propose a replacement candidate with qualifications substantially equivalent to those of Dr. Osei, which replacement shall be subject to the consent and approval requirements set forth in this Section.

Section 2.2 — Independence. The Monitor shall act as a neutral, independent third party throughout the term of this Agreement and shall not serve as an advocate for, or on behalf of, any Party. The Monitor is appointed by and shall report to the Court, with parallel obligations to provide reports and information simultaneously to the Settling Defendants, the United States (through DOJ and EPA), and the State Co-Plaintiffs, as set forth more fully in Article IV. The Monitor shall exercise independent professional judgment in all matters arising under this Agreement and shall not accept direction from any Party regarding the substance of its findings, conclusions, or recommendations. The Monitor shall not accept any engagement, compensation, gift, benefit, or thing of value from any Party or any entity affiliated with any Party, outside the scope of this Agreement, that could compromise or appear to compromise the Monitor's independence or impartiality. The Monitor shall take reasonable steps to ensure that its employees, agents, and subcontractors who are engaged in the performance of duties under this Agreement likewise maintain their independence and avoid conflicts of interest.

Section 2.3 — Authority. In order to fulfill its duties under this Agreement and the Consent Decree, the Monitor shall have the following authority:

(a) Access to Sites. The Monitor shall have access to all four Monitored Sites, including all operational areas, remediation work zones, monitoring well networks, tailings impoundments, heap-leach facilities, waste management units, process-solution containment systems, treatment systems, and all other areas and infrastructure relevant to the Monitor's evaluation of compliance with the Consent Decree.

(b) Access to Documents, Records, and Data. The Monitor shall have access to all documents, records, databases, sampling data, analytical results, correspondence, contracts, and other information in the possession, custody, or control of the Settling Defendants or their agents, consultants, and contractors that are necessary for the Monitor to perform its duties, subject to the privilege protections set forth in Article IX.

(c) Unannounced Inspections. The Monitor may conduct unannounced inspections of any of the four Monitored Sites upon reasonable notice (not less than twenty-four (24) hours), except in cases where the Monitor has a good-faith basis to believe that there exists an imminent threat to human health or the environment or a suspected violation of the Consent Decree that may be concealed or remediated prior to a scheduled visit, in which case the Monitor may conduct an immediate inspection without prior notice.

(d) Interviews. The Monitor may interview TMC employees, officers, and directors, as well as the employees, officers, and agents of the Settling Defendants' contractors and consultants, including without limitation personnel of Pinnacle Creek Environmental, LLC, relevant to the Monitor's evaluation of compliance with the Consent Decree. All such interviews shall be conducted in a professional and non-disruptive manner, and the Settling Defendants shall make reasonable efforts to ensure the availability of relevant personnel.

(e) Independent Sampling and Testing. The Monitor may conduct independent environmental sampling, testing, and analysis at any Monitored Site, including split sampling with the Settling Defendants or EPA, as set forth more fully in Section 5.4.

Notwithstanding the foregoing, the Monitor shall have no authority to direct or control remedial activities, manage or supervise contractors, or make binding decisions regarding remedy selection, remedy design, remedy implementation, or any other operational matter at any Monitored Site. The Monitor's role is advisory and evaluative in nature, and the Monitor's findings, conclusions, and recommendations shall not be binding upon any Party absent an order of the Court. Nothing in this Agreement shall be construed to confer upon the Monitor any regulatory authority or enforcement power.

Section 2.4 — Cooperation Obligation. The Settling Defendants shall cooperate fully and in good faith with the Monitor and shall direct their employees, officers, consultants, and contractors, including without limitation Pinnacle Creek Environmental, LLC, to provide prompt and complete responses to all Monitor inquiries, requests for documents, and requests for site access. The Settling Defendants shall not obstruct, delay, or interfere with the Monitor's performance of its duties under this Agreement. Failure to cooperate with the Monitor may constitute a violation of the Consent Decree and may subject the Settling Defendants to stipulated penalties as provided therein. EPA shall provide the Monitor with reasonable access to EPA records, data, and analytical results relevant to the Monitored Sites, subject to applicable federal law, regulation, and policy.

ARTICLE III — SCOPE OF DUTIES

Section 3.1 — General Scope. The Monitor shall evaluate and report on the Settling Defendants' compliance with all obligations under the Consent Decree. Without limiting the generality of the foregoing, the Monitor's duties shall include the evaluation of and reporting on:

(a) Remedial action work plans and their implementation at all four Monitored Sites, including the adequacy of remedial designs, the timeliness of remedy construction, and the effectiveness of remedial measures;

(b) Compliance with remediation milestones and schedules, including the thirty (30)-year remediation schedule for the Ridgecrest Copper-Molybdenum Mine (through June 14, 2055), the fifteen (15)-year remediation schedule for the Gallatin Chemical Works (through approximately June 14, 2040), and the twenty (20)-year remediation schedules for the Bonanza Creek Gold Mine and the Kanawha Bend Chemical Plant (through approximately June 14, 2045);

(c) Achievement of performance standards and completion criteria established in the Consent Decree, including interim and final cleanup levels for all contaminants of concern at each Monitored Site;

(d) Sampling and monitoring programs, including the adequacy of sampling protocols, the reliability and representativeness of analytical data, and the timely submission of monitoring reports to EPA;

(e) The adequacy and currency of the Settling Defendants' financial assurance, which totals two hundred forty-five million dollars ($245,000,000.00), consisting of the one hundred sixty-five million dollar ($165,000,000.00) Surety Bond and the eighty million dollar ($80,000,000.00) Remediation Trust Fund;

(f) Compliance with the civil penalty payment schedule, which requires payment of thirty-one million five hundred thousand dollars ($31,500,000.00) in four quarterly installments of seven million eight hundred seventy-five thousand dollars ($7,875,000.00) each;

(g) Implementation of the three Supplemental Environmental Projects, with total committed expenditures of twelve million dollars ($12,000,000.00); and

(h) Compliance with all reporting and record-keeping requirements established in the Consent Decree.

Section 3.2 — Site-Specific Duties. In addition to the general duties described in Section 3.1, the Monitor shall perform the following site-specific duties at each of the four Monitored Sites:

Section 3.2.1 — Ridgecrest Copper-Molybdenum Mine.

The Ridgecrest Copper-Molybdenum Mine is a large-scale open-pit copper and molybdenum mine located approximately eight miles northwest of Drummond, Montana, in Granite County. The mine footprint encompasses approximately 3,200 acres, with total site acreage of approximately 8,700 acres, including the pit area, tailings impoundments, waste rock facilities, and associated infrastructure. Mining operations commenced in 1967 and continued through 2019, when the mine entered care-and-maintenance status. The Ridgecrest Mine represents the most environmentally significant and complex of the four Monitored Sites, with a thirty (30)-year remediation period extending through June 14, 2055, and estimated nominal remediation costs of one hundred ninety-eight million six hundred thousand dollars ($198,600,000.00) (net present value at a three percent (3%) discount rate: approximately one hundred thirty-four million nine hundred thousand dollars ($134,900,000.00)).

The Monitor shall perform the following duties with respect to the Ridgecrest Mine:

(a) Monitor compliance with acid mine drainage ("AMD") treatment obligations, including the design, construction, operation, and maintenance of the mine-water treatment plant required by the Consent Decree, and the achievement of effluent discharge limits at all permitted outfall points;

(b) Monitor the stabilization, reclamation, and long-term management of the tailings impoundment, which encompasses approximately 425 acres and contains an estimated 380 million tons of tailings material, including assessment of structural integrity, seepage control, dust suppression, and revegetation;

(c) Monitor progress toward Flint Creek water quality restoration, including compliance with applicable water quality standards for dissolved copper (chronic aquatic life standard: 0.0087 mg/L; baseline average concentration: 47 mg/L), molybdenum (baseline average concentration: 1.2 mg/L), selenium (baseline average concentration: 0.082 mg/L), and sulfate (baseline average concentration: 3,400 mg/L);

(d) Track milestone compliance, including: the submission of the Remedial Action Work Plan by December 14, 2025; the commencement of remedy construction by June 14, 2027; and compliance with all interim milestones and the completion of the thirty (30)-year remediation period by June 14, 2055;

(e) Verify that remediation cost expenditures are tracked and reported accurately by the Settling Defendants, including comparison of actual expenditures against the estimated nominal remediation costs of $198.6 million and the net present value estimate of $134.9 million; and

(f) Coordinate and maintain regular communication with EPA Region 8 and the designated EPA Project Coordinator, Dr. Samuel Tesfaye.

Section 3.2.2 — Gallatin Chemical Works.

The Gallatin Chemical Works is a specialty chemicals manufacturing facility located in Belgrade, Gallatin County, Montana, occupying approximately 145 acres. The facility has been in operation since 1973 and produces xanthate reagents and other chemicals used in mineral processing and flotation operations. The Consent Decree requires corrective action at three solid waste management units ("SWMUs") identified under RCRA Permit No. MTD098712456. The estimated remediation cost for the Gallatin Chemical Works is forty-two million eight hundred thousand dollars ($42,800,000.00) over a fifteen (15)-year period (net present value at a three percent (3%) discount rate: approximately thirty-four million one hundred thousand dollars ($34,100,000.00)).

The Monitor shall perform the following duties with respect to the Gallatin Chemical Works:

(a) Monitor corrective action activities at all three SWMUs, including investigation, interim measures, corrective measures study, corrective measures implementation, and post-closure care, as required by RCRA Permit No. MTD098712456 and the Consent Decree;

(b) Review groundwater monitoring data for carbon disulfide (CS₂) contamination. The maximum detected concentration of CS₂ in groundwater at the Gallatin facility is 890 µg/L, which is approximately eighty-nine (89) times the federal Maximum Contaminant Level ("MCL") of 10 µg/L. The Monitor shall also review data concerning xanthate decomposition products and volatile organic compound ("VOC") contamination in soil, including concentrations of toluene and xylene;

(c) Track milestone compliance, including the submission of the Corrective Measures Study by June 14, 2026, and all subsequent milestones established in the Consent Decree; and

(d) Coordinate and maintain regular communication with EPA Region 8 regarding corrective action activities and permit compliance.

Section 3.2.3 — Bonanza Creek Gold Mine.

The Bonanza Creek Gold Mine is a heap-leach gold mining operation located in a remote area of Lander County, Nevada, approximately thirty miles south of Battle Mountain. The mine footprint encompasses approximately 5,600 acres, with total site acreage of approximately 12,400 acres. Mining operations commenced in 1996 and are currently in the process of closure and reclamation. The estimated remediation cost for the Bonanza Creek Mine is sixty-three million two hundred thousand dollars ($63,200,000.00) over a twenty (20)-year period (net present value at a three percent (3%) discount rate: approximately forty-seven million one hundred thousand dollars ($47,100,000.00)).

The Monitor shall perform the following duties with respect to the Bonanza Creek Mine:

(a) Monitor heap-leach pad liner repair and containment activities, including the assessment of liner integrity, the installation of supplemental containment systems, and the prevention of process-solution releases to the environment;

(b) Monitor cyanide and mercury contamination remediation efforts, including review of contaminant monitoring data. Baseline levels of weak-acid-dissociable ("WAD") cyanide in the heap-leach pad underdrain are 0.62 mg/L, significantly exceeding the applicable benchmark of 0.022 mg/L. Baseline mercury concentrations average 12.4 µg/L, exceeding the applicable aquatic life criterion of 0.77 µg/L by a factor of approximately sixteen (16);

(c) Monitor the implementation and effectiveness of avian mortality prevention measures. Between 2021 and 2023, seventeen (17) documented avian mortalities occurred at solution ponds at the Bonanza Creek Mine. The Consent Decree requires the Settling Defendants to implement enhanced bird deterrent systems, netting, and other measures to prevent future avian mortality;

(d) Track milestone compliance, including the commencement of liner repair and containment activities by June 14, 2026, and all subsequent milestones established in the Consent Decree; and

(e) Coordinate and maintain regular communication with EPA Region 9 and the designated EPA Project Coordinator, Jennifer Whitfield.

Section 3.2.4 — Kanawha Bend Chemical Plant.

The Kanawha Bend Chemical Plant is a specialty chemicals manufacturing facility located in Institute, Kanawha County, West Virginia, in the heart of the Kanawha Valley industrial corridor. The facility occupies approximately 78 acres and has been in operation since 1955. The Consent Decree requires interim stabilization measures, closure of a former surface impoundment, and remediation of dense non-aqueous phase liquid ("DNAPL") contamination in a fractured bedrock aquifer underlying the site. The estimated remediation cost for the Kanawha Bend facility is thirty-eight million nine hundred thousand dollars ($38,900,000.00) over a twenty (20)-year period (net present value at a three percent (3%) discount rate: approximately twenty-nine million dollars ($29,000,000.00)).

The Monitor shall perform the following duties with respect to the Kanawha Bend Chemical Plant:

(a) Monitor interim stabilization measures, including containment of contaminated soils and surface water controls, and the closure of the former surface impoundment in accordance with RCRA Permit No. WVD048823915 and the Consent Decree;

(b) Monitor DNAPL remediation in the fractured bedrock aquifer, including the design and implementation of the remediation system, the tracking of DNAPL recovery volumes, and the achievement of groundwater cleanup standards for chlorinated solvents;

(c) Review contaminant monitoring data, including: soil pH (measured as low as 1.8 in certain areas, indicating extreme acidic conditions); lead concentrations in soil (maximum detected: 4,200 mg/kg); arsenic concentrations in soil (maximum detected: 890 mg/kg); and DNAPL occurrence and distribution (chlorinated solvents);

(d) Track milestone compliance, including the completion of interim stabilization activities by December 14, 2026, and all subsequent milestones established in the Consent Decree;

(e) Verify compliance with RCRA Permit No. WVD048823915, including permit conditions related to corrective action, waste management, closure, and post-closure care; and

(f) Coordinate and maintain regular communication with EPA Region 3.

Section 3.3 — Financial Assurance Review. The Monitor shall annually verify the adequacy and currency of the financial assurance instruments required by the Consent Decree. The total financial assurance required under the Consent Decree is two hundred forty-five million dollars ($245,000,000.00), consisting of the following two instruments:

(a) Surety Bond. The Settling Defendants have obtained a surety bond in the amount of one hundred sixty-five million dollars ($165,000,000.00), issued by Ironbark Surety of America, Inc., Bond No. ISA-ENV-2025-08934. The annual premium on the Surety Bond is one and eighty-five hundredths percent (1.85%) of the face value, which equals three million fifty-two thousand five hundred dollars ($3,052,500.00) per year. The Monitor shall verify that the Surety Bond remains in full force and effect, that all premiums are current, and that the Surety Bond has not been cancelled, reduced, or modified without the prior written consent of the United States.

(b) Remediation Trust Fund. The Settling Defendants have established an irrevocable environmental remediation trust fund with an initial deposit of eighty million dollars ($80,000,000.00), administered by Larchfield Trust Company, N.A., under Trust Agreement No. LTC-REM-2025-1177. The Trust Officer is David Henshaw. The Monitor shall verify that the Remediation Trust Fund has been properly funded, that disbursements from the Trust Fund are consistent with the terms of the Trust Agreement and the Consent Decree, and that the Trust Fund balance is adequate to meet the Settling Defendants' remaining remediation obligations.

The Monitor shall review annual adjustment calculations, including inflation indexing of estimated remediation costs, updates to remedy cost estimates based on actual construction and operation experience, and compliance with surety bond renewal requirements. The Monitor shall report the results of its annual financial assurance review in the applicable Annual Public Report.

Section 3.4 — SEP Monitoring. The Monitor shall verify implementation progress and expenditures for all three Supplemental Environmental Projects required under the Consent Decree. The total committed expenditure for the three SEPs is twelve million dollars ($12,000,000.00). The Monitor's SEP monitoring duties shall include the following:

(a) Flint Creek Watershed Restoration Project ($5,500,000.00). The Monitor shall verify that the Settling Defendants are implementing the Flint Creek Watershed Restoration Project in accordance with the project plan approved under the Consent Decree. The project involves stream-bank stabilization, riparian replanting, and fish-passage improvements along approximately twelve (12) miles of Flint Creek downstream of the Ridgecrest Copper-Molybdenum Mine. The Monitor shall review construction progress, revegetation success rates, fish-passage functionality, and expenditure tracking.

(b) Battle Mountain Community Drinking Water Improvement Project ($3,500,000.00). The Monitor shall verify that the Settling Defendants are implementing the Battle Mountain Community Drinking Water Improvement Project in accordance with the project plan approved under the Consent Decree. The project involves the upgrade and expansion of the municipal water treatment facility in Battle Mountain, Lander County, Nevada, to address community concerns regarding drinking water quality associated with proximity to the Bonanza Creek Gold Mine. The Monitor shall review design and construction progress, treatment system performance, and expenditure tracking.

(c) Institute Community Air Quality Monitoring Network ($3,000,000.00). The Monitor shall verify that the Settling Defendants are implementing the Institute Community Air Quality Monitoring Network in accordance with the project plan approved under the Consent Decree. The project involves the installation and ten (10)-year operation of six ambient air quality monitoring stations in the Institute and South Charleston area of Kanawha County, West Virginia, to provide ongoing community-level monitoring of ambient air quality. The Monitor shall review station installation, quality assurance and quality control procedures, data reporting, and expenditure tracking.

Section 3.5 — Stipulated Penalty Assessment Support. The Monitor shall document and report, in its Quarterly Compliance Audit Reports and Annual Public Reports, any violations of the Consent Decree that may trigger stipulated penalties. The stipulated penalty schedule under the Consent Decree provides for the following per-violation per-day penalty amounts: one thousand five hundred dollars ($1,500.00) per day per violation for the first thirty (30) days of a violation; three thousand dollars ($3,000.00) per day per violation for days thirty-one (31) through sixty (60); and five thousand five hundred dollars ($5,500.00) per day per violation for each day of violation beyond sixty (60) days. The Monitor shall provide factual documentation of potential violations, including the nature and duration of each violation, to support EPA's and DOJ's assessment of stipulated penalties. The Monitor shall not impose or assess stipulated penalties; the determination of whether a violation has occurred and the assessment and collection of stipulated penalties remain the exclusive province of EPA, DOJ, and the Court.

ARTICLE IV — REPORTING OBLIGATIONS

Section 4.1 — Quarterly Compliance Audit Reports. The Monitor shall conduct quarterly compliance audits of all four Monitored Sites and shall prepare and distribute written Quarterly Compliance Audit Reports. Each audit shall include at least one on-site inspection of each Monitored Site during the applicable quarter (or such alternative schedule as the Monitor deems appropriate based on the level of activity and risk at each Site). Quarterly Compliance Audit Reports shall be submitted within thirty (30) days after the close of each calendar quarter — that is, by April 30 (for the quarter ending March 31), July 31 (for the quarter ending June 30), October 31 (for the quarter ending September 30), and January 31 (for the quarter ending December 31). Each Quarterly Compliance Audit Report shall include, at a minimum, the following:

(a) A summary of site visit findings, including observations regarding the progress and quality of remediation activities, the condition of monitoring infrastructure, and compliance with operational requirements;

(b) A review of sampling and monitoring data submitted by the Settling Defendants during the applicable quarter, including an assessment of data quality, trends, and comparison to applicable performance standards and cleanup levels;

(c) An evaluation of milestone compliance status, including identification of any milestones that have been missed, are at risk of being missed, or are approaching their deadlines;

(d) Identification and description of any violations or potential violations of the Consent Decree observed during the quarter, including the factual basis for each finding;

(e) Recommendations for corrective action to address identified violations, deficiencies, or concerns; and

(f) A status update on open findings from prior Quarterly Compliance Audit Reports, including the Settling Defendants' responses to prior recommendations and the Monitor's assessment of the adequacy of corrective actions taken.

Section 4.2 — Annual Public Reports. The Monitor shall prepare and publish an Annual Public Report summarizing the Settling Defendants' overall compliance with the Consent Decree during the preceding calendar year. Annual Public Reports shall be submitted no later than March 31 of each year, covering the period from January 1 through December 31 of the preceding year. The first Annual Public Report shall cover the period from the Effective Date through December 31, 2025 (or such abbreviated period as may be applicable), and shall be submitted no later than March 31, 2026. Annual Public Reports shall be filed with the Court and shall be publicly available on the Court's docket. Each Annual Public Report shall include, at a minimum, the following:

(a) A comprehensive assessment of the Settling Defendants' compliance with all material provisions of the Consent Decree during the reporting period;

(b) An analysis of environmental performance trends at each Monitored Site, including contaminant concentration trends, remedy effectiveness indicators, and ecological recovery metrics;

(c) A summary of the status of financial assurance instruments, including verification of the Surety Bond and the Remediation Trust Fund;

(d) A report on the progress of each of the three Supplemental Environmental Projects, including expenditures to date and remaining commitments;

(e) A summary of any stipulated penalty activity during the reporting period, including any penalties assessed, contested, or paid;

(f) An overall assessment of remediation progress at each of the four Monitored Sites, including an evaluation of whether the remediation programs are on track to meet the long-term schedules established in the Consent Decree; and

(g) Any recommendations for modifications to the monitoring program or the Consent Decree that the Monitor believes are warranted based on its observations and analysis.

Section 4.3 — Special Reports. The Monitor may issue Special Reports at any time during the term of this Agreement if it identifies any of the following circumstances:

(a) Material non-compliance by the Settling Defendants with any obligation under the Consent Decree;

(b) An imminent threat to human health or the environment at or associated with any Monitored Site;

(c) A force majeure event (as defined in the Consent Decree) that materially affects the Settling Defendants' ability to comply with the Consent Decree; or

(d) Significant changes in site conditions, including unexpected releases of contaminants, discovery of previously unknown contamination, or changes in hydrogeological or geochemical conditions that could affect the performance of the remediation systems.

Special Reports shall be submitted simultaneously to all Parties, the State Co-Plaintiffs, and the Court within fifteen (15) days of the Monitor's identification of the triggering event or circumstance. In cases involving an imminent threat to human health or the environment, the Monitor shall provide immediate verbal notification to EPA (through the applicable EPA Project Coordinator or Regional Emergency Response), the Settling Defendants (through the VP, Environmental Health & Safety, Gareth Linford), and the relevant State Co-Plaintiff, followed by a written Special Report within fifteen (15) days.

Section 4.4 — Distribution of Reports. All reports prepared by the Monitor under this Agreement — including Quarterly Compliance Audit Reports, Annual Public Reports, and Special Reports — shall be provided simultaneously to:

(a) The Settling Defendants, care of Miriam Soo-Hwan Park, General Counsel, Torchlight Mining Corp., 750 Copper Ridge Boulevard, Suite 200, Helena, Montana 59601, with a copy to Harrison Wexford, Calderwood & Harkness LLP;

(b) The U.S. Department of Justice, attention Philip Orenstein, Trial Attorney, Environmental Enforcement Section, Environment and Natural Resources Division, U.S. Department of Justice, Washington, D.C.;

(c) The U.S. Environmental Protection Agency, attention Margaret Coulson, Lead Case Attorney, Office of Enforcement and Compliance Assurance, Washington, D.C., with copies to the applicable EPA Project Coordinators (Dr. Samuel Tesfaye and Jennifer Whitfield);

(d) The State Co-Plaintiffs, attention: Annika Hedstrom, Assistant Attorney General, Montana Attorney General's Office, Environmental Bureau; Ricardo Fuentes, Deputy Attorney General, Nevada Attorney General's Office; and Loretta May Hatcher, Assistant Attorney General, West Virginia Attorney General's Office, at their respective offices; and

(e) The Court, the Honorable Donald W. Molloy, Senior United States District Judge, United States District Court for the District of Montana, Missoula Division.

Section 4.5 — Response and Comment Process. Within thirty (30) days of receipt of a Quarterly Compliance Audit Report or Annual Public Report, the Settling Defendants and the United States shall each have the right to submit written comments, objections, or supplemental information to the Monitor's findings, conclusions, and recommendations. Such comments shall be served simultaneously on all Parties and the State Co-Plaintiffs. The Monitor shall consider all comments received and may, in its sole professional judgment, issue supplemental findings, revised conclusions, or additional recommendations within fifteen (15) days after the close of the comment period. The Monitor shall include a summary of all comments received and its responses thereto in the next Quarterly Compliance Audit Report or, if appropriate, in a separate supplemental report.

ARTICLE V — SITE ACCESS AND INFORMATION RIGHTS

Section 5.1 — Access to Sites. The Monitor and its authorized representatives shall have access to all four Monitored Sites during normal business hours. For routine inspections, the Monitor shall provide at least twenty-four (24) hours advance notice to the Settling Defendants' VP, Environmental Health & Safety (Gareth Linford) or his designee. In the case of an emergency, imminent environmental threat, or suspected concealment of a violation, the Monitor may access any Monitored Site immediately without prior notice. Access shall include, without limitation, all operational areas, sampling locations, remediation work zones, monitoring wells and well pads, tailings impoundments, heap-leach pads and solution ponds, waste management units, treatment plants and systems, storage areas, offices and administrative facilities (to the extent necessary to review records and data), and all other infrastructure and locations relevant to the Monitor's duties. The Settling Defendants shall ensure that the Monitor and its representatives are provided with appropriate safety equipment, briefings, and escorts as may be required by applicable health and safety regulations at each Monitored Site, without unreasonable delay or restriction on the Monitor's access.

Section 5.2 — Access to Documents and Data. The Settling Defendants shall provide the Monitor with access to all documents, records, and data related to compliance with the Consent Decree, including, without limitation, the following categories of materials:

(a) Remediation work plans, remedial designs, construction drawings, specifications, and as-built documentation;

(b) Sampling data, analytical results, laboratory reports, chain-of-custody documentation, and quality assurance/quality control records;

(c) Contractor reports, progress reports, and correspondence between the Settling Defendants and their contractors and consultants, including Pinnacle Creek Environmental, LLC;

(d) Financial assurance instruments, including the Surety Bond (Bond No. ISA-ENV-2025-08934), the Remediation Trust Fund (Trust Agreement No. LTC-REM-2025-1177), and all related records, correspondence, and certifications;

(e) Civil penalty payment records, including wire transfer confirmations, check copies, and correspondence with DOJ regarding payment schedules;

(f) SEP implementation records, including project plans, construction progress reports, expenditure records, and completion certifications;

(g) Correspondence with EPA and State regulators regarding compliance with the Consent Decree, applicable permits, and other regulatory requirements; and

(h) Any other documents, records, or data reasonably requested by the Monitor in connection with the performance of its duties under this Agreement.

The Settling Defendants shall also direct Pinnacle Creek Environmental, LLC (the Remediation Consultant) and any other TMC contractors and consultants working on Consent Decree compliance matters to provide the Monitor with access to their records and data relevant to remediation activities, upon request. The Monitor shall also be entitled to access records maintained by Larchfield Trust Company, N.A. related to the Remediation Trust Fund and any escrow arrangements for stipulated penalty payments, subject to the terms of the applicable trust agreement.

Section 5.3 — Interviews. The Monitor may request interviews with TMC personnel, including, but not limited to, Douglas K. Prennell (Chief Executive Officer), Miriam Soo-Hwan Park (General Counsel), Gareth Linford (Vice President, Environmental Health & Safety), Carolyn Bracebridge (Chief Financial Officer), and site-level personnel at each of the four Monitored Sites. The Monitor may also request interviews with personnel of Pinnacle Creek Environmental, LLC, including Dr. Astrid Bergmann, P.E. (engagement lead). All interview requests shall be made in writing and shall specify the general subject matter of the interview. The Settling Defendants shall make requested personnel available for interviews within a reasonable time, generally not to exceed ten (10) business days from the date of the Monitor's request. Interviews may be conducted in person, by telephone, or by videoconference, as the Monitor deems appropriate. The Settling Defendants' counsel may be present during interviews of TMC personnel, but counsel's presence shall not be a prerequisite to the scheduling or conduct of an interview.

Section 5.4 — Split Sampling. The Monitor may conduct independent confirmatory sampling at any Monitored Site at any time during the term of this Agreement. The Monitor may conduct split sampling in coordination with the Settling Defendants or EPA, and the Settling Defendants shall provide reasonable assistance to facilitate such sampling, including providing access to monitoring wells, sampling points, and laboratory facilities. All Monitor-initiated sampling shall be conducted in accordance with applicable EPA-approved sampling protocols and quality assurance/quality control procedures. Analytical costs for Monitor-initiated sampling, including laboratory analytical fees, sample shipping costs, and field equipment costs, shall be borne by the Settling Defendants and shall be invoiced by the Monitor as an expense item in accordance with Article VI.

ARTICLE VI — COMPENSATION AND EXPENSES

Section 6.1 — Estimated Monitor Costs. The total estimated cost of the Monitor's engagement over the initial five (5)-year term of this Agreement is four million eight hundred thousand dollars ($4,800,000.00), which equates to approximately nine hundred sixty thousand dollars ($960,000.00) per year. This estimate includes professional fees for monitoring, auditing, and reporting activities; travel and lodging expenses associated with site visits to the four Monitored Sites; analytical and laboratory costs for independent and confirmatory sampling; and report preparation and administrative support costs. The foregoing estimate is provided for planning and budgetary purposes only and shall not constitute a cap on the Monitor's compensation. Actual costs may vary based on the level of monitoring activity required, the complexity of issues encountered, and the frequency of site visits and special investigations.

Section 6.2 — Payment Responsibility. All costs and expenses of the Monitor incurred in connection with the performance of its duties under this Agreement shall be borne exclusively by the Settling Defendants (Torchlight Mining Corp. and its U.S. subsidiaries, jointly and severally). Payments shall be made within thirty (30) days of the Settling Defendants' receipt of the Monitor's invoices. Interest shall accrue on any late payment at the rate specified in 28 U.S.C. § 1961 from the date payment was due until the date of actual payment. The Monitor shall submit invoices on a quarterly basis, accompanied by reasonably detailed descriptions of the services rendered, the hours worked by each billing professional, the applicable hourly rates, and the nature and amount of expenses incurred during the billing period.

Section 6.3 — Fee Schedule. The Monitor's fee schedule, including hourly rates for the Lead Monitor (Dr. Kamal Osei), senior environmental scientists, field technicians, data analysts, and administrative support personnel, is set forth in Exhibit A, attached hereto and incorporated herein by reference. Hourly rates shall be subject to annual escalation, effective as of each anniversary of the Effective Date, tied to the Consumer Price Index for All Urban Consumers (CPI-U), as published by the U.S. Bureau of Labor Statistics, or as otherwise agreed by the Parties in writing. No escalation in any single year shall exceed four percent (4%) absent agreement of all Parties.

Section 6.4 — Expense Reimbursement. The Monitor shall be reimbursed for all reasonable and necessary out-of-pocket expenses incurred in connection with the performance of its duties under this Agreement, including, without limitation, travel expenses (airfare, ground transportation, and mileage at the then-applicable IRS standard mileage rate), lodging, meals (at actual cost, consistent with federal per diem rates), laboratory analytical fees, sampling equipment and supplies, courier and delivery charges, and other direct costs. All expenses shall be reimbursed at actual cost, without markup. Prior written approval by the Settling Defendants shall be required for any single expense item exceeding twenty-five thousand dollars ($25,000.00); provided, however, that such approval shall not be unreasonably withheld or delayed. In the event that the Settling Defendants deny approval for a single expense item, the Monitor may seek resolution through the dispute resolution mechanism set forth in Article X.

Section 6.5 — Billing Disputes. Any dispute regarding the amount, reasonableness, or necessity of any charge or expense reflected in a Monitor invoice shall be subject to the dispute resolution mechanism set forth in Article X. During the pendency of any billing dispute, the Settling Defendants shall pay all undisputed amounts on or before the applicable due date. The filing of a dispute shall not relieve the Settling Defendants of their obligation to pay undisputed amounts in a timely manner.

ARTICLE VII — TERM AND TERMINATION

Section 7.1 — Effective Date and Initial Term. This Agreement shall become effective upon the entry of the Consent Decree by the Court. The anticipated date of entry is May 15, 2025, with the Effective Date of the Consent Decree (as defined in Section IV thereof) being June 14, 2025, which is thirty (30) days after entry. The initial term of this Agreement shall be five (5) years from the Effective Date, extending through approximately June 14, 2030, unless earlier terminated in accordance with Section 7.3 or extended in accordance with Section 7.2.

Section 7.2 — Renewal and Extension. Upon the expiration of the initial five (5)-year term, this Agreement may be extended for successive one (1)-year terms upon the written agreement of all Parties, subject to the approval of the Court. The Monitor's engagement shall continue until such time as the Consent Decree has been terminated with respect to all four Monitored Sites, which, under the terms of the Consent Decree, shall be no sooner than five (5) years after the completion of all remedial construction at each relevant Site and the achievement of applicable performance standards. Given that the Ridgecrest Copper-Molybdenum Mine has a thirty (30)-year remediation period extending through June 14, 2055, the Parties acknowledge and agree that the Monitor's engagement may need to be extended significantly beyond the initial five (5)-year term, potentially through or beyond 2060, depending on the pace and success of remediation. The terms and conditions of any extension period shall be the same as those of the initial term, except as the Parties may agree to modify in writing, subject to Court approval, including adjustment of the fee schedule and estimated annual costs.

Section 7.3 — Early Termination. The Monitor may be terminated prior to the expiration of the then-current term under the following circumstances:

(a) Termination for Cause. Any Party may file a motion with the Court requesting termination of the Monitor for cause, including, but not limited to, a material conflict of interest that cannot be cured, a material breach of the Monitor's obligations under this Agreement, the Monitor's failure to perform its duties with the requisite professional competence and diligence, or the incapacity of the Monitor or the Lead Monitor to continue performing services. The Court shall determine whether cause for termination exists and shall enter an order accordingly.

(b) Resignation. The Monitor may resign from its engagement under this Agreement upon ninety (90) days' prior written notice to all Parties, the State Co-Plaintiffs, and the Court. The notice of resignation shall state the reasons for the resignation and shall include a summary of the status of all pending monitoring activities and open findings.

In the event of termination for cause or resignation, the Monitor shall cooperate fully in the transition of its responsibilities to a successor Monitor and shall provide all work papers, files, data, and reports in its possession to the Parties within thirty (30) days of the effective date of termination or the end of the notice period, as applicable.

Section 7.4 — Successor Monitor Selection. If a vacancy in the Monitor position occurs for any reason, including termination for cause, resignation, or incapacity, the Parties shall confer and attempt to agree upon a successor Monitor within sixty (60) days of the vacancy. If the Parties are unable to agree upon a successor Monitor within such sixty (60)-day period, the Court shall select a successor Monitor from a list of three qualified candidates: one candidate nominated by the Settling Defendants, one nominated by the United States, and one nominated by the Court. The Court shall, in its discretion, select the candidate that it determines is best qualified to serve as the Independent Environmental Monitor, taking into account the candidate's relevant expertise, experience with multi-site environmental monitoring programs, independence, and availability. The successor Monitor shall be bound by the terms and conditions of this Agreement, as then in effect, and shall have all the rights, duties, and obligations of the original Monitor.

ARTICLE VIII — CONFLICTS OF INTEREST

Section 8.1 — Representations. Verdant Analytics, Inc. represents and warrants that, as of the date of this Agreement, it has no financial, professional, or personal interest in the Settling Defendants, the U.S. Department of Justice, the U.S. Environmental Protection Agency, any of the State Co-Plaintiffs, or any of their respective counsel, agents, or representatives that would impair or would appear to impair the Monitor's independence or impartiality in the performance of its duties under this Agreement. Without limiting the generality of the foregoing, Verdant represents and warrants that, as of the date of this Agreement, it has no current engagement, contract, or business relationship with the Government's technical expert, Cascade Geosciences, Inc. (Dr. Patricia Voss), or with Meridian Environmental Insurance Company, Clearwater Mutual Insurance, Ltd., or any other entity that has a direct financial interest in the outcome of the Consent Decree proceedings or the remediation of the Monitored Sites. The conflict of interest certification executed by Dr. Kamal Osei is attached hereto as Exhibit E and is incorporated herein by reference.

Section 8.2 — Ongoing Disclosure. Throughout the term of t

INDEPENDENT ENVIRONMENTAL MONITOR AGREEMENT
Execution Version
February 15, 2025
Entered in Connection with the Consent Decree in
United States of America and State of Montana v. Torchlight Mining Corp., Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC
Civil Action No. 9:24-cv-00087-DWM
United States District Court for the District of Montana, Missoula Division
Among:
TORCHLIGHT MINING CORP. (on behalf of itself and its U.S. subsidiaries)
THE UNITED STATES OF AMERICA (acting through the U.S. Department of Justice, Environment and Natural Resources Division, and the U.S. Environmental Protection Agency)
and
VERDANT ANALYTICS, INC. (Independent Environmental Monitor)
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RECITALS
A. The Consent Decree.
On February 19, 2025, the parties to the underlying enforcement action lodged a Consent Decree with the United States District Court for the District of Montana, Missoula Division (the Honorable Donald W. Molloy, Senior United States District Judge), resolving alleged violations of the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq. (the "Clean Water Act" or "CWA"), the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq. ("RCRA"), and the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq. ("CERCLA"), at four facilities operated or formerly operated by Torchlight Mining Corp. and its United States subsidiaries, Civil Action No. 9:24-cv-00087-DWM (the "Consent Decree"). The four facilities at issue in the Consent Decree (collectively, the "Sites" or "Monitored Sites") are: (1) the Ridgecrest Copper-Molybdenum Mine, located at 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832; (2) the Gallatin Chemical Works, located at 8800 Industrial Park Lane, Belgrade, Gallatin County, Montana 59714; (3) the Bonanza Creek Gold Mine, located at County Road 447, Mile Marker 12, Lander County, Nevada 89820; and (4) the Kanawha Bend Chemical Plant, located at 2200 Chemical Valley Road, Institute, Kanawha County, West Virginia 25112. Among its numerous provisions, the Consent Decree requires the appointment of an independent environmental monitor to verify the Settling Defendants' compliance with the remediation obligations, performance standards, sampling and monitoring requirements, supplemental environmental projects, financial assurance provisions, and all other material obligations set forth therein.
B. The Settling Defendants.
Torchlight Mining Corp. ("TMC") is 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 corporate headquarters located at 1800 Bayfield Tower, 401 Bay Street, Toronto, Ontario M5H 2Y4, Canada, and its United States headquarters located at 750 Copper Ridge Boulevard, Suite 200, Helena, Montana 59601. TMC conducts its U.S. operations through a number of wholly-owned subsidiaries, including the following entities that are parties to the Consent Decree and to this Agreement (collectively with TMC, the "Settling Defendants"):
(i) Torchlight Mining (U.S.) Inc., a corporation organized under the laws of the State of Delaware (EIN: 83-2047156), which serves as the direct operator of TMC's United States mining operations and is a wholly-owned subsidiary of TMC;
(ii) Torchlight Specialty Chemicals, Inc., a corporation organized under the laws of the State of Delaware (EIN: 47-3819204), which operates the Gallatin Chemical Works and the Kanawha Bend Chemical Plant and is a wholly-owned subsidiary of TMC;
(iii) Ridgecrest Mine Holdings, LLC, a limited liability company organized under the laws of the State of Montana (Montana Secretary of State ID: E1042738), which holds the real property interests and mineral rights associated with the Ridgecrest Copper-Molybdenum Mine; and
(iv) Bonanza Creek Mining, LLC, a limited liability company organized under the laws of the State of Nevada (Nevada Secretary of State Entity No.: E0518294731), which holds the real property interests, mineral rights, and water rights associated with the Bonanza Creek Gold Mine.
The current Chief Executive Officer of TMC is Douglas K. Prennell. The General Counsel of TMC is Miriam Soo-Hwan Park. The Vice President, Environmental Health & Safety, of TMC is Gareth Linford.
C. The United States.
The United States of America is acting in this matter through the United States Department of Justice, Environment and Natural Resources Division, Environmental Enforcement Section. The Lead Trial Attorney for the Department of Justice is Philip Orenstein. The Supervising Attorney for the Department of Justice is Katherine Rowe-Halpern. The United States is also acting through the United States Environmental Protection Agency ("EPA"), Office of Enforcement and Compliance Assurance. The Lead EPA Case Attorney is Margaret Coulson. EPA Region 8, headquartered in Denver, Colorado, has regulatory jurisdiction over the Ridgecrest Copper-Molybdenum Mine and the Gallatin Chemical Works. EPA Region 9, headquartered in San Francisco, California, has regulatory jurisdiction over the Bonanza Creek Gold Mine. EPA Region 3, headquartered in Philadelphia, Pennsylvania, has regulatory jurisdiction over the Kanawha Bend Chemical Plant. The designated EPA Project Coordinators are Dr. Samuel Tesfaye, for the Ridgecrest Mine (Operable Unit 1), and Jennifer Whitfield, for the Bonanza Creek Mine.
D. Selection of the Monitor.
Pursuant to the monitor selection process established under Section XII of the Consent Decree, the Parties to the Consent Decree jointly selected Verdant Analytics, Inc. as the Independent Environmental Monitor. Verdant Analytics, Inc. ("Verdant" or the "Monitor") is a corporation organized under the laws of the State of Oregon, with its principal office located at 1550 NW Couch Street, Suite 400, Portland, Oregon 97209. Dr. Kamal Osei, Senior Managing Director of Verdant Analytics, Inc., will serve as the Lead Monitor and the primary engagement representative for the purpose of performing the monitoring obligations described herein. Verdant possesses the requisite professional expertise and institutional capacity in environmental compliance auditing, remediation performance assessment, multi-site environmental monitoring programs, and regulatory compliance evaluation to discharge the duties contemplated by this Agreement and the Consent Decree.
E. State Co-Plaintiffs.
The States of Montana, Nevada, and West Virginia are co-plaintiffs and intervenors in the underlying civil action. Montana is represented by Assistant Attorney General Annika Hedstrom of the Montana Attorney General's Office, Environmental Bureau. Nevada is represented by Deputy Attorney General Ricardo Fuentes of the Nevada Attorney General's Office. West Virginia is represented by Assistant Attorney General Loretta May Hatcher of the West Virginia Attorney General's Office. Pursuant to the Consent Decree, the State Co-Plaintiffs are entitled to receive copies of all Monitor reports filed with the Court and to participate in annual review meetings concerning the status of remediation at each of the four Sites.
F. Purpose of This Agreement.
This Independent Environmental Monitor Agreement (this "Agreement") sets forth the terms and conditions governing the Monitor's engagement, including, without limitation, the scope of the Monitor's authority, the Monitor's duties and responsibilities, compensation and expense reimbursement, reporting obligations, confidentiality requirements, conflicts of interest provisions, indemnification, and the term and termination of the Monitor's engagement. This Agreement is entered into by and among Torchlight Mining Corp. (on behalf of itself and the Settling Defendants), the United States of America (acting through the Department of Justice and EPA), and Verdant Analytics, Inc., each of which is referred to herein individually as a "Party" and collectively as the "Parties."
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, the terms and conditions of the Consent Decree, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Consent Decree.
(a) "Agreement" means this Independent Environmental Monitor Agreement, dated as of February 15, 2025, including all exhibits and attachments hereto, as it may be amended from time to time in accordance with Section 12.2.
(b) "Consent Decree" means the consent decree lodged with the Court on February 19, 2025, in United States of America and State of Montana v. Torchlight Mining Corp., Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC, Civil Action No. 9:24-cv-00087-DWM, as entered by the Court and as it may be modified by the Court from time to time.
(c) "Court" means the United States District Court for the District of Montana, Missoula Division, or any successor court or judge exercising jurisdiction over the Consent Decree.
(d) "Effective Date" means the Effective Date of the Consent Decree, which is defined in Section IV of the Consent Decree as the date that is thirty (30) days after entry of the Consent Decree by the Court. The target Effective Date is June 14, 2025, based on an anticipated entry date of May 15, 2025.
(e) "EPA" means the United States Environmental Protection Agency and its authorized representatives, including EPA Region 8, EPA Region 9, and EPA Region 3, as applicable.
(f) "EPA Project Coordinators" means Dr. Samuel Tesfaye, who serves as the EPA Project Coordinator for the Ridgecrest Copper-Molybdenum Mine (Operable Unit 1), and Jennifer Whitfield, who serves as the EPA Project Coordinator for the Bonanza Creek Gold Mine, or their designated successors.
(g) "Lead Monitor" means Dr. Kamal Osei, Senior Managing Director of Verdant Analytics, Inc., who shall serve as the primary engagement representative of the Monitor, or such successor Lead Monitor as may be designated in accordance with Section 2.1 of this Agreement.
(h) "Monitor" or "Independent Monitor" means Verdant Analytics, Inc., an Oregon corporation with its principal office at 1550 NW Couch Street, Suite 400, Portland, Oregon 97209, together with its authorized officers, employees, agents, contractors, and representatives engaged in the performance of duties under this Agreement.
(i) "Monitored Sites" or "Sites" means, collectively, the four facilities that are subject to the remediation and compliance obligations set forth in the Consent Decree:
(1) the Ridgecrest Copper-Molybdenum Mine, located at 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832;
(2) the Gallatin Chemical Works, located at 8800 Industrial Park Lane, Belgrade, Gallatin County, Montana 59714;
(3) the Bonanza Creek Gold Mine, located at County Road 447, Mile Marker 12, Lander County, Nevada 89820; and
(4) the Kanawha Bend Chemical Plant, located at 2200 Chemical Valley Road, Institute, Kanawha County, West Virginia 25112.
(j) "Parties" means TMC (together with its U.S. subsidiaries, as the Settling Defendants), the United States of America, and the Monitor. For the avoidance of doubt, the State Co-Plaintiffs are not parties to this Agreement but are third-party beneficiaries entitled to certain rights hereunder, including receipt of reports and participation in annual review meetings.
(k) "Remediation Consultant" means Pinnacle Creek Environmental, LLC, a limited liability company with offices at 320 Willowbrook Drive, Suite 100, Bozeman, Montana 59715, which has been retained by the Settling Defendants to design and implement the remedial actions required by the Consent Decree. The engagement lead for Pinnacle Creek Environmental, LLC is Dr. Astrid Bergmann, P.E.
(l) "Remediation Trust Fund" means the eighty million dollar ($80,000,000.00) irrevocable environmental remediation trust fund established by the Settling Defendants pursuant to the Consent Decree under Trust Agreement No. LTC-REM-2025-1177 with Larchfield Trust Company, N.A., a national banking association serving as trustee. The Trust Officer is David Henshaw.
(m) "Settling Defendants" means, collectively, Torchlight Mining Corp., Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC.
(n) "SEPs" means the three Supplemental Environmental Projects required to be implemented by the Settling Defendants under the Consent Decree, specifically:
(1) the Flint Creek Watershed Restoration Project, with a committed expenditure of five million five hundred thousand dollars ($5,500,000.00);
(2) the Battle Mountain Community Drinking Water Improvement Project, with a committed expenditure of three million five hundred thousand dollars ($3,500,000.00); and
(3) the Institute Community Air Quality Monitoring Network, with a committed expenditure of three million dollars ($3,000,000.00).
The total committed expenditure for all three SEPs is twelve million dollars ($12,000,000.00).
(o) "State Co-Plaintiffs" means the States of Montana (represented by Assistant Attorney General Annika Hedstrom, Montana Attorney General's Office, Environmental Bureau), Nevada (represented by Deputy Attorney General Ricardo Fuentes, Nevada Attorney General's Office), and West Virginia (represented by Assistant Attorney General Loretta May Hatcher, West Virginia Attorney General's Office), each of which is a co-plaintiff or intervenor in the underlying civil action.
(p) "Surety Bond" means the one hundred sixty-five million dollar ($165,000,000.00) surety bond issued by Ironbark Surety of America, Inc., Bond No. ISA-ENV-2025-08934, in favor of the United States and the State Co-Plaintiffs, as required by the financial assurance provisions of the Consent Decree.
(q) "TMC Outside Counsel" means Calderwood & Harkness LLP (Matter No. 1039-00003), which serves as lead outside counsel to the Settling Defendants in connection with the Consent Decree; Holcroft, Dane & Weiss LLP, which serves as Montana local counsel; sagebrush Law Group, PLLC, which serves as Nevada local counsel; and Baxter, Tully & Crane PLLC, which serves as West Virginia local counsel.
ARTICLE II — APPOINTMENT AND AUTHORITY
Section 2.1 — Appointment. The Parties hereby appoint Verdant Analytics, Inc. as the Independent Environmental Monitor under the Consent Decree, with the duties, authorities, and responsibilities set forth in this Agreement and as further described in the Consent Decree. This appointment is subject to confirmation by the Court. The Parties shall promptly file a joint motion with the Court requesting confirmation of the appointment. Dr. Kamal Osei, Senior Managing Director of Verdant Analytics, Inc., shall serve as the Lead Monitor and shall have primary responsibility for overseeing all monitoring activities conducted pursuant to this Agreement. Any change in the identity of the Lead Monitor shall require the prior written consent of all Parties and the approval of the Court. In the event that Dr. Osei becomes unable or unwilling to serve as Lead Monitor, Verdant Analytics, Inc. shall promptly notify all Parties and propose a replacement candidate with qualifications substantially equivalent to those of Dr. Osei, which replacement shall be subject to the consent and approval requirements set forth in this Section.
Section 2.2 — Independence. The Monitor shall act as a neutral, independent third party throughout the term of this Agreement and shall not serve as an advocate for, or on behalf of, any Party. The Monitor is appointed by and shall report to the Court, with parallel obligations to provide reports and information simultaneously to the Settling Defendants, the United States (through DOJ and EPA), and the State Co-Plaintiffs, as set forth more fully in Article IV. The Monitor shall exercise independent professional judgment in all matters arising under this Agreement and shall not accept direction from any Party regarding the substance of its findings, conclusions, or recommendations. The Monitor shall not accept any engagement, compensation, gift, benefit, or thing of value from any Party or any entity affiliated with any Party, outside the scope of this Agreement, that could compromise or appear to compromise the Monitor's independence or impartiality. The Monitor shall take reasonable steps to ensure that its employees, agents, and subcontractors who are engaged in the performance of duties under this Agreement likewise maintain their independence and avoid conflicts of interest.
Section 2.3 — Authority. In order to fulfill its duties under this Agreement and the Consent Decree, the Monitor shall have the following authority:
(a) Access to Sites. The Monitor shall have access to all four Monitored Sites, including all operational areas, remediation work zones, monitoring well networks, tailings impoundments, heap-leach facilities, waste management units, process-solution containment systems, treatment systems, and all other areas and infrastructure relevant to the Monitor's evaluation of compliance with the Consent Decree.
(b) Access to Documents, Records, and Data. The Monitor shall have access to all documents, records, databases, sampling data, analytical results, correspondence, contracts, and other information in the possession, custody, or control of the Settling Defendants or their agents, consultants, and contractors that are necessary for the Monitor to perform its duties, subject to the privilege protections set forth in Article IX.
(c) Unannounced Inspections. The Monitor may conduct unannounced inspections of any of the four Monitored Sites upon reasonable notice (not less than twenty-four (24) hours), except in cases where the Monitor has a good-faith basis to believe that there exists an imminent threat to human health or the environment or a suspected violation of the Consent Decree that may be concealed or remediated prior to a scheduled visit, in which case the Monitor may conduct an immediate inspection without prior notice.
(d) Interviews. The Monitor may interview TMC employees, officers, and directors, as well as the employees, officers, and agents of the Settling Defendants' contractors and consultants, including without limitation personnel of Pinnacle Creek Environmental, LLC, relevant to the Monitor's evaluation of compliance with the Consent Decree. All such interviews shall be conducted in a professional and non-disruptive manner, and the Settling Defendants shall make reasonable efforts to ensure the availability of relevant personnel.
(e) Independent Sampling and Testing. The Monitor may conduct independent environmental sampling, testing, and analysis at any Monitored Site, including split sampling with the Settling Defendants or EPA, as set forth more fully in Section 5.4.
Notwithstanding the foregoing, the Monitor shall have no authority to direct or control remedial activities, manage or supervise contractors, or make binding decisions regarding remedy selection, remedy design, remedy implementation, or any other operational matter at any Monitored Site. The Monitor's role is advisory and evaluative in nature, and the Monitor's findings, conclusions, and recommendations shall not be binding upon any Party absent an order of the Court. Nothing in this Agreement shall be construed to confer upon the Monitor any regulatory authority or enforcement power.
Section 2.4 — Cooperation Obligation. The Settling Defendants shall cooperate fully and in good faith with the Monitor and shall direct their employees, officers, consultants, and contractors, including without limitation Pinnacle Creek Environmental, LLC, to provide prompt and complete responses to all Monitor inquiries, requests for documents, and requests for site access. The Settling Defendants shall not obstruct, delay, or interfere with the Monitor's performance of its duties under this Agreement. Failure to cooperate with the Monitor may constitute a violation of the Consent Decree and may subject the Settling Defendants to stipulated penalties as provided therein. EPA shall provide the Monitor with reasonable access to EPA records, data, and analytical results relevant to the Monitored Sites, subject to applicable federal law, regulation, and policy.
ARTICLE III — SCOPE OF DUTIES
Section 3.1 — General Scope. The Monitor shall evaluate and report on the Settling Defendants' compliance with all obligations under the Consent Decree. Without limiting the generality of the foregoing, the Monitor's duties shall include the evaluation of and reporting on:
(a) Remedial action work plans and their implementation at all four Monitored Sites, including the adequacy of remedial designs, the timeliness of remedy construction, and the effectiveness of remedial measures;
(b) Compliance with remediation milestones and schedules, including the thirty (30)-year remediation schedule for the Ridgecrest Copper-Molybdenum Mine (through June 14, 2055), the fifteen (15)-year remediation schedule for the Gallatin Chemical Works (through approximately June 14, 2040), and the twenty (20)-year remediation schedules for the Bonanza Creek Gold Mine and the Kanawha Bend Chemical Plant (through approximately June 14, 2045);
(c) Achievement of performance standards and completion criteria established in the Consent Decree, including interim and final cleanup levels for all contaminants of concern at each Monitored Site;
(d) Sampling and monitoring programs, including the adequacy of sampling protocols, the reliability and representativeness of analytical data, and the timely submission of monitoring reports to EPA;
(e) The adequacy and currency of the Settling Defendants' financial assurance, which totals two hundred forty-five million dollars ($245,000,000.00), consisting of the one hundred sixty-five million dollar ($165,000,000.00) Surety Bond and the eighty million dollar ($80,000,000.00) Remediation Trust Fund;
(f) Compliance with the civil penalty payment schedule, which requires payment of thirty-one million five hundred thousand dollars ($31,500,000.00) in four quarterly installments of seven million eight hundred seventy-five thousand dollars ($7,875,000.00) each;
(g) Implementation of the three Supplemental Environmental Projects, with total committed expenditures of twelve million dollars ($12,000,000.00); and
(h) Compliance with all reporting and record-keeping requirements established in the Consent Decree.
Section 3.2 — Site-Specific Duties. In addition to the general duties described in Section 3.1, the Monitor shall perform the following site-specific duties at each of the four Monitored Sites:
Section 3.2.1 — Ridgecrest Copper-Molybdenum Mine.
The Ridgecrest Copper-Molybdenum Mine is a large-scale open-pit copper and molybdenum mine located approximately eight miles northwest of Drummond, Montana, in Granite County. The mine footprint encompasses approximately 3,200 acres, with total site acreage of approximately 8,700 acres, including the pit area, tailings impoundments, waste rock facilities, and associated infrastructure. Mining operations commenced in 1967 and continued through 2019, when the mine entered care-and-maintenance status. The Ridgecrest Mine represents the most environmentally significant and complex of the four Monitored Sites, with a thirty (30)-year remediation period extending through June 14, 2055, and estimated nominal remediation costs of one hundred ninety-eight million six hundred thousand dollars ($198,600,000.00) (net present value at a three percent (3%) discount rate: approximately one hundred thirty-four million nine hundred thousand dollars ($134,900,000.00)).
The Monitor shall perform the following duties with respect to the Ridgecrest Mine:
(a) Monitor compliance with acid mine drainage ("AMD") treatment obligations, including the design, construction, operation, and maintenance of the mine-water treatment plant required by the Consent Decree, and the achievement of effluent discharge limits at all permitted outfall points;
(b) Monitor the stabilization, reclamation, and long-term management of the tailings impoundment, which encompasses approximately 425 acres and contains an estimated 380 million tons of tailings material, including assessment of structural integrity, seepage control, dust suppression, and revegetation;
(c) Monitor progress toward Flint Creek water quality restoration, including compliance with applicable water quality standards for dissolved copper (chronic aquatic life standard: 0.0087 mg/L; baseline average concentration: 47 mg/L), molybdenum (baseline average concentration: 1.2 mg/L), selenium (baseline average concentration: 0.082 mg/L), and sulfate (baseline average concentration: 3,400 mg/L);
(d) Track milestone compliance, including: the submission of the Remedial Action Work Plan by December 14, 2025; the commencement of remedy construction by June 14, 2027; and compliance with all interim milestones and the completion of the thirty (30)-year remediation period by June 14, 2055;
(e) Verify that remediation cost expenditures are tracked and reported accurately by the Settling Defendants, including comparison of actual expenditures against the estimated nominal remediation costs of $198.6 million and the net present value estimate of $134.9 million; and
(f) Coordinate and maintain regular communication with EPA Region 8 and the designated EPA Project Coordinator, Dr. Samuel Tesfaye.
Section 3.2.2 — Gallatin Chemical Works.
The Gallatin Chemical Works is a specialty chemicals manufacturing facility located in Belgrade, Gallatin County, Montana, occupying approximately 145 acres. The facility has been in operation since 1973 and produces xanthate reagents and other chemicals used in mineral processing and flotation operations. The Consent Decree requires corrective action at three solid waste management units ("SWMUs") identified under RCRA Permit No. MTD098712456. The estimated remediation cost for the Gallatin Chemical Works is forty-two million eight hundred thousand dollars ($42,800,000.00) over a fifteen (15)-year period (net present value at a three percent (3%) discount rate: approximately thirty-four million one hundred thousand dollars ($34,100,000.00)).
The Monitor shall perform the following duties with respect to the Gallatin Chemical Works:
(a) Monitor corrective action activities at all three SWMUs, including investigation, interim measures, corrective measures study, corrective measures implementation, and post-closure care, as required by RCRA Permit No. MTD098712456 and the Consent Decree;
(b) Review groundwater monitoring data for carbon disulfide (CS₂) contamination. The maximum detected concentration of CS₂ in groundwater at the Gallatin facility is 890 µg/L, which is approximately eighty-nine (89) times the federal Maximum Contaminant Level ("MCL") of 10 µg/L. The Monitor shall also review data concerning xanthate decomposition products and volatile organic compound ("VOC") contamination in soil, including concentrations of toluene and xylene;
(c) Track milestone compliance, including the submission of the Corrective Measures Study by June 14, 2026, and all subsequent milestones established in the Consent Decree; and
(d) Coordinate and maintain regular communication with EPA Region 8 regarding corrective action activities and permit compliance.
Section 3.2.3 — Bonanza Creek Gold Mine.
The Bonanza Creek Gold Mine is a heap-leach gold mining operation located in a remote area of Lander County, Nevada, approximately thirty miles south of Battle Mountain. The mine footprint encompasses approximately 5,600 acres, with total site acreage of approximately 12,400 acres. Mining operations commenced in 1996 and are currently in the process of closure and reclamation. The estimated remediation cost for the Bonanza Creek Mine is sixty-three million two hundred thousand dollars ($63,200,000.00) over a twenty (20)-year period (net present value at a three percent (3%) discount rate: approximately forty-seven million one hundred thousand dollars ($47,100,000.00)).
The Monitor shall perform the following duties with respect to the Bonanza Creek Mine:
(a) Monitor heap-leach pad liner repair and containment activities, including the assessment of liner integrity, the installation of supplemental containment systems, and the prevention of process-solution releases to the environment;
(b) Monitor cyanide and mercury contamination remediation efforts, including review of contaminant monitoring data. Baseline levels of weak-acid-dissociable ("WAD") cyanide in the heap-leach pad underdrain are 0.62 mg/L, significantly exceeding the applicable benchmark of 0.022 mg/L. Baseline mercury concentrations average 12.4 µg/L, exceeding the applicable aquatic life criterion of 0.77 µg/L by a factor of approximately sixteen (16);
(c) Monitor the implementation and effectiveness of avian mortality prevention measures. Between 2021 and 2023, seventeen (17) documented avian mortalities occurred at solution ponds at the Bonanza Creek Mine. The Consent Decree requires the Settling Defendants to implement enhanced bird deterrent systems, netting, and other measures to prevent future avian mortality;
(d) Track milestone compliance, including the commencement of liner repair and containment activities by June 14, 2026, and all subsequent milestones established in the Consent Decree; and
(e) Coordinate and maintain regular communication with EPA Region 9 and the designated EPA Project Coordinator, Jennifer Whitfield.
Section 3.2.4 — Kanawha Bend Chemical Plant.
The Kanawha Bend Chemical Plant is a specialty chemicals manufacturing facility located in Institute, Kanawha County, West Virginia, in the heart of the Kanawha Valley industrial corridor. The facility occupies approximately 78 acres and has been in operation since 1955. The Consent Decree requires interim stabilization measures, closure of a former surface impoundment, and remediation of dense non-aqueous phase liquid ("DNAPL") contamination in a fractured bedrock aquifer underlying the site. The estimated remediation cost for the Kanawha Bend facility is thirty-eight million nine hundred thousand dollars ($38,900,000.00) over a twenty (20)-year period (net present value at a three percent (3%) discount rate: approximately twenty-nine million dollars ($29,000,000.00)).
The Monitor shall perform the following duties with respect to the Kanawha Bend Chemical Plant:
(a) Monitor interim stabilization measures, including containment of contaminated soils and surface water controls, and the closure of the former surface impoundment in accordance with RCRA Permit No. WVD048823915 and the Consent Decree;
(b) Monitor DNAPL remediation in the fractured bedrock aquifer, including the design and implementation of the remediation system, the tracking of DNAPL recovery volumes, and the achievement of groundwater cleanup standards for chlorinated solvents;
(c) Review contaminant monitoring data, including: soil pH (measured as low as 1.8 in certain areas, indicating extreme acidic conditions); lead concentrations in soil (maximum detected: 4,200 mg/kg); arsenic concentrations in soil (maximum detected: 890 mg/kg); and DNAPL occurrence and distribution (chlorinated solvents);
(d) Track milestone compliance, including the completion of interim stabilization activities by December 14, 2026, and all subsequent milestones established in the Consent Decree;
(e) Verify compliance with RCRA Permit No. WVD048823915, including permit conditions related to corrective action, waste management, closure, and post-closure care; and
(f) Coordinate and maintain regular communication with EPA Region 3.
Section 3.3 — Financial Assurance Review. The Monitor shall annually verify the adequacy and currency of the financial assurance instruments required by the Consent Decree. The total financial assurance required under the Consent Decree is two hundred forty-five million dollars ($245,000,000.00), consisting of the following two instruments:
(a) Surety Bond. The Settling Defendants have obtained a surety bond in the amount of one hundred sixty-five million dollars ($165,000,000.00), issued by Ironbark Surety of America, Inc., Bond No. ISA-ENV-2025-08934. The annual premium on the Surety Bond is one and eighty-five hundredths percent (1.85%) of the face value, which equals three million fifty-two thousand five hundred dollars ($3,052,500.00) per year. The Monitor shall verify that the Surety Bond remains in full force and effect, that all premiums are current, and that the Surety Bond has not been cancelled, reduced, or modified without the prior written consent of the United States.
(b) Remediation Trust Fund. The Settling Defendants have established an irrevocable environmental remediation trust fund with an initial deposit of eighty million dollars ($80,000,000.00), administered by Larchfield Trust Company, N.A., under Trust Agreement No. LTC-REM-2025-1177. The Trust Officer is David Henshaw. The Monitor shall verify that the Remediation Trust Fund has been properly funded, that disbursements from the Trust Fund are consistent with the terms of the Trust Agreement and the Consent Decree, and that the Trust Fund balance is adequate to meet the Settling Defendants' remaining remediation obligations.
The Monitor shall review annual adjustment calculations, including inflation indexing of estimated remediation costs, updates to remedy cost estimates based on actual construction and operation experience, and compliance with surety bond renewal requirements. The Monitor shall report the results of its annual financial assurance review in the applicable Annual Public Report.
Section 3.4 — SEP Monitoring. The Monitor shall verify implementation progress and expenditures for all three Supplemental Environmental Projects required under the Consent Decree. The total committed expenditure for the three SEPs is twelve million dollars ($12,000,000.00). The Monitor's SEP monitoring duties shall include the following:
(a) Flint Creek Watershed Restoration Project ($5,500,000.00). The Monitor shall verify that the Settling Defendants are implementing the Flint Creek Watershed Restoration Project in accordance with the project plan approved under the Consent Decree. The project involves stream-bank stabilization, riparian replanting, and fish-passage improvements along approximately twelve (12) miles of Flint Creek downstream of the Ridgecrest Copper-Molybdenum Mine. The Monitor shall review construction progress, revegetation success rates, fish-passage functionality, and expenditure tracking.
(b) Battle Mountain Community Drinking Water Improvement Project ($3,500,000.00). The Monitor shall verify that the Settling Defendants are implementing the Battle Mountain Community Drinking Water Improvement Project in accordance with the project plan approved under the Consent Decree. The project involves the upgrade and expansion of the municipal water treatment facility in Battle Mountain, Lander County, Nevada, to address community concerns regarding drinking water quality associated with proximity to the Bonanza Creek Gold Mine. The Monitor shall review design and construction progress, treatment system performance, and expenditure tracking.
(c) Institute Community Air Quality Monitoring Network ($3,000,000.00). The Monitor shall verify that the Settling Defendants are implementing the Institute Community Air Quality Monitoring Network in accordance with the project plan approved under the Consent Decree. The project involves the installation and ten (10)-year operation of six ambient air quality monitoring stations in the Institute and South Charleston area of Kanawha County, West Virginia, to provide ongoing community-level monitoring of ambient air quality. The Monitor shall review station installation, quality assurance and quality control procedures, data reporting, and expenditure tracking.
Section 3.5 — Stipulated Penalty Assessment Support. The Monitor shall document and report, in its Quarterly Compliance Audit Reports and Annual Public Reports, any violations of the Consent Decree that may trigger stipulated penalties. The stipulated penalty schedule under the Consent Decree provides for the following per-violation per-day penalty amounts: one thousand five hundred dollars ($1,500.00) per day per violation for the first thirty (30) days of a violation; three thousand dollars ($3,000.00) per day per violation for days thirty-one (31) through sixty (60); and five thousand five hundred dollars ($5,500.00) per day per violation for each day of violation beyond sixty (60) days. The Monitor shall provide factual documentation of potential violations, including the nature and duration of each violation, to support EPA's and DOJ's assessment of stipulated penalties. The Monitor shall not impose or assess stipulated penalties; the determination of whether a violation has occurred and the assessment and collection of stipulated penalties remain the exclusive province of EPA, DOJ, and the Court.
ARTICLE IV — REPORTING OBLIGATIONS
Section 4.1 — Quarterly Compliance Audit Reports. The Monitor shall conduct quarterly compliance audits of all four Monitored Sites and shall prepare and distribute written Quarterly Compliance Audit Reports. Each audit shall include at least one on-site inspection of each Monitored Site during the applicable quarter (or such alternative schedule as the Monitor deems appropriate based on the level of activity and risk at each Site). Quarterly Compliance Audit Reports shall be submitted within thirty (30) days after the close of each calendar quarter — that is, by April 30 (for the quarter ending March 31), July 31 (for the quarter ending June 30), October 31 (for the quarter ending September 30), and January 31 (for the quarter ending December 31). Each Quarterly Compliance Audit Report shall include, at a minimum, the following:
(a) A summary of site visit findings, including observations regarding the progress and quality of remediation activities, the condition of monitoring infrastructure, and compliance with operational requirements;
(b) A review of sampling and monitoring data submitted by the Settling Defendants during the applicable quarter, including an assessment of data quality, trends, and comparison to applicable performance standards and cleanup levels;
(c) An evaluation of milestone compliance status, including identification of any milestones that have been missed, are at risk of being missed, or are approaching their deadlines;
(d) Identification and description of any violations or potential violations of the Consent Decree observed during the quarter, including the factual basis for each finding;
(e) Recommendations for corrective action to address identified violations, deficiencies, or concerns; and
(f) A status update on open findings from prior Quarterly Compliance Audit Reports, including the Settling Defendants' responses to prior recommendations and the Monitor's assessment of the adequacy of corrective actions taken.
Section 4.2 — Annual Public Reports. The Monitor shall prepare and publish an Annual Public Report summarizing the Settling Defendants' overall compliance with the Consent Decree during the preceding calendar year. Annual Public Reports shall be submitted no later than March 31 of each year, covering the period from January 1 through December 31 of the preceding year. The first Annual Public Report shall cover the period from the Effective Date through December 31, 2025 (or such abbreviated period as may be applicable), and shall be submitted no later than March 31, 2026. Annual Public Reports shall be filed with the Court and shall be publicly available on the Court's docket. Each Annual Public Report shall include, at a minimum, the following:
(a) A comprehensive assessment of the Settling Defendants' compliance with all material provisions of the Consent Decree during the reporting period;
(b) An analysis of environmental performance trends at each Monitored Site, including contaminant concentration trends, remedy effectiveness indicators, and ecological recovery metrics;
(c) A summary of the status of financial assurance instruments, including verification of the Surety Bond and the Remediation Trust Fund;
(d) A report on the progress of each of the three Supplemental Environmental Projects, including expenditures to date and remaining commitments;
(e) A summary of any stipulated penalty activity during the reporting period, including any penalties assessed, contested, or paid;
(f) An overall assessment of remediation progress at each of the four Monitored Sites, including an evaluation of whether the remediation programs are on track to meet the long-term schedules established in the Consent Decree; and
(g) Any recommendations for modifications to the monitoring program or the Consent Decree that the Monitor believes are warranted based on its observations and analysis.
Section 4.3 — Special Reports. The Monitor may issue Special Reports at any time during the term of this Agreement if it identifies any of the following circumstances:
(a) Material non-compliance by the Settling Defendants with any obligation under the Consent Decree;
(b) An imminent threat to human health or the environment at or associated with any Monitored Site;
(c) A force majeure event (as defined in the Consent Decree) that materially affects the Settling Defendants' ability to comply with the Consent Decree; or
(d) Significant changes in site conditions, including unexpected releases of contaminants, discovery of previously unknown contamination, or changes in hydrogeological or geochemical conditions that could affect the performance of the remediation systems.
Special Reports shall be submitted simultaneously to all Parties, the State Co-Plaintiffs, and the Court within fifteen (15) days of the Monitor's identification of the triggering event or circumstance. In cases involving an imminent threat to human health or the environment, the Monitor shall provide immediate verbal notification to EPA (through the applicable EPA Project Coordinator or Regional Emergency Response), the Settling Defendants (through the VP, Environmental Health & Safety, Gareth Linford), and the relevant State Co-Plaintiff, followed by a written Special Report within fifteen (15) days.
Section 4.4 — Distribution of Reports. All reports prepared by the Monitor under this Agreement — including Quarterly Compliance Audit Reports, Annual Public Reports, and Special Reports — shall be provided simultaneously to:
(a) The Settling Defendants, care of Miriam Soo-Hwan Park, General Counsel, Torchlight Mining Corp., 750 Copper Ridge Boulevard, Suite 200, Helena, Montana 59601, with a copy to Harrison Wexford, Calderwood & Harkness LLP;
(b) The U.S. Department of Justice, attention Philip Orenstein, Trial Attorney, Environmental Enforcement Section, Environment and Natural Resources Division, U.S. Department of Justice, Washington, D.C.;
(c) The U.S. Environmental Protection Agency, attention Margaret Coulson, Lead Case Attorney, Office of Enforcement and Compliance Assurance, Washington, D.C., with copies to the applicable EPA Project Coordinators (Dr. Samuel Tesfaye and Jennifer Whitfield);
(d) The State Co-Plaintiffs, attention: Annika Hedstrom, Assistant Attorney General, Montana Attorney General's Office, Environmental Bureau; Ricardo Fuentes, Deputy Attorney General, Nevada Attorney General's Office; and Loretta May Hatcher, Assistant Attorney General, West Virginia Attorney General's Office, at their respective offices; and
(e) The Court, the Honorable Donald W. Molloy, Senior United States District Judge, United States District Court for the District of Montana, Missoula Division.
Section 4.5 — Response and Comment Process. Within thirty (30) days of receipt of a Quarterly Compliance Audit Report or Annual Public Report, the Settling Defendants and the United States shall each have the right to submit written comments, objections, or supplemental information to the Monitor's findings, conclusions, and recommendations. Such comments shall be served simultaneously on all Parties and the State Co-Plaintiffs. The Monitor shall consider all comments received and may, in its sole professional judgment, issue supplemental findings, revised conclusions, or additional recommendations within fifteen (15) days after the close of the comment period. The Monitor shall include a summary of all comments received and its responses thereto in the next Quarterly Compliance Audit Report or, if appropriate, in a separate supplemental report.
ARTICLE V — SITE ACCESS AND INFORMATION RIGHTS
Section 5.1 — Access to Sites. The Monitor and its authorized representatives shall have access to all four Monitored Sites during normal business hours. For routine inspections, the Monitor shall provide at least twenty-four (24) hours advance notice to the Settling Defendants' VP, Environmental Health & Safety (Gareth Linford) or his designee. In the case of an emergency, imminent environmental threat, or suspected concealment of a violation, the Monitor may access any Monitored Site immediately without prior notice. Access shall include, without limitation, all operational areas, sampling locations, remediation work zones, monitoring wells and well pads, tailings impoundments, heap-leach pads and solution ponds, waste management units, treatment plants and systems, storage areas, offices and administrative facilities (to the extent necessary to review records and data), and all other infrastructure and locations relevant to the Monitor's duties. The Settling Defendants shall ensure that the Monitor and its representatives are provided with appropriate safety equipment, briefings, and escorts as may be required by applicable health and safety regulations at each Monitored Site, without unreasonable delay or restriction on the Monitor's access.
Section 5.2 — Access to Documents and Data. The Settling Defendants shall provide the Monitor with access to all documents, records, and data related to compliance with the Consent Decree, including, without limitation, the following categories of materials:
(a) Remediation work plans, remedial designs, construction drawings, specifications, and as-built documentation;
(b) Sampling data, analytical results, laboratory reports, chain-of-custody documentation, and quality assurance/quality control records;
(c) Contractor reports, progress reports, and correspondence between the Settling Defendants and their contractors and consultants, including Pinnacle Creek Environmental, LLC;
(d) Financial assurance instruments, including the Surety Bond (Bond No. ISA-ENV-2025-08934), the Remediation Trust Fund (Trust Agreement No. LTC-REM-2025-1177), and all related records, correspondence, and certifications;
(e) Civil penalty payment records, including wire transfer confirmations, check copies, and correspondence with DOJ regarding payment schedules;
(f) SEP implementation records, including project plans, construction progress reports, expenditure records, and completion certifications;
(g) Correspondence with EPA and State regulators regarding compliance with the Consent Decree, applicable permits, and other regulatory requirements; and
(h) Any other documents, records, or data reasonably requested by the Monitor in connection with the performance of its duties under this Agreement.
The Settling Defendants shall also direct Pinnacle Creek Environmental, LLC (the Remediation Consultant) and any other TMC contractors and consultants working on Consent Decree compliance matters to provide the Monitor with access to their records and data relevant to remediation activities, upon request. The Monitor shall also be entitled to access records maintained by Larchfield Trust Company, N.A. related to the Remediation Trust Fund and any escrow arrangements for stipulated penalty payments, subject to the terms of the applicable trust agreement.
Section 5.3 — Interviews. The Monitor may request interviews with TMC personnel, including, but not limited to, Douglas K. Prennell (Chief Executive Officer), Miriam Soo-Hwan Park (General Counsel), Gareth Linford (Vice President, Environmental Health & Safety), Carolyn Bracebridge (Chief Financial Officer), and site-level personnel at each of the four Monitored Sites. The Monitor may also request interviews with personnel of Pinnacle Creek Environmental, LLC, including Dr. Astrid Bergmann, P.E. (engagement lead). All interview requests shall be made in writing and shall specify the general subject matter of the interview. The Settling Defendants shall make requested personnel available for interviews within a reasonable time, generally not to exceed ten (10) business days from the date of the Monitor's request. Interviews may be conducted in person, by telephone, or by videoconference, as the Monitor deems appropriate. The Settling Defendants' counsel may be present during interviews of TMC personnel, but counsel's presence shall not be a prerequisite to the scheduling or conduct of an interview.
Section 5.4 — Split Sampling. The Monitor may conduct independent confirmatory sampling at any Monitored Site at any time during the term of this Agreement. The Monitor may conduct split sampling in coordination with the Settling Defendants or EPA, and the Settling Defendants shall provide reasonable assistance to facilitate such sampling, including providing access to monitoring wells, sampling points, and laboratory facilities. All Monitor-initiated sampling shall be conducted in accordance with applicable EPA-approved sampling protocols and quality assurance/quality control procedures. Analytical costs for Monitor-initiated sampling, including laboratory analytical fees, sample shipping costs, and field equipment costs, shall be borne by the Settling Defendants and shall be invoiced by the Monitor as an expense item in accordance with Article VI.
ARTICLE VI — COMPENSATION AND EXPENSES
Section 6.1 — Estimated Monitor Costs. The total estimated cost of the Monitor's engagement over the initial five (5)-year term of this Agreement is four million eight hundred thousand dollars ($4,800,000.00), which equates to approximately nine hundred sixty thousand dollars ($960,000.00) per year. This estimate includes professional fees for monitoring, auditing, and reporting activities; travel and lodging expenses associated with site visits to the four Monitored Sites; analytical and laboratory costs for independent and confirmatory sampling; and report preparation and administrative support costs. The foregoing estimate is provided for planning and budgetary purposes only and shall not constitute a cap on the Monitor's compensation. Actual costs may vary based on the level of monitoring activity required, the complexity of issues encountered, and the frequency of site visits and special investigations.
Section 6.2 — Payment Responsibility. All costs and expenses of the Monitor incurred in connection with the performance of its duties under this Agreement shall be borne exclusively by the Settling Defendants (Torchlight Mining Corp. and its U.S. subsidiaries, jointly and severally). Payments shall be made within thirty (30) days of the Settling Defendants' receipt of the Monitor's invoices. Interest shall accrue on any late payment at the rate specified in 28 U.S.C. § 1961 from the date payment was due until the date of actual payment. The Monitor shall submit invoices on a quarterly basis, accompanied by reasonably detailed descriptions of the services rendered, the hours worked by each billing professional, the applicable hourly rates, and the nature and amount of expenses incurred during the billing period.
Section 6.3 — Fee Schedule. The Monitor's fee schedule, including hourly rates for the Lead Monitor (Dr. Kamal Osei), senior environmental scientists, field technicians, data analysts, and administrative support personnel, is set forth in Exhibit A, attached hereto and incorporated herein by reference. Hourly rates shall be subject to annual escalation, effective as of each anniversary of the Effective Date, tied to the Consumer Price Index for All Urban Consumers (CPI-U), as published by the U.S. Bureau of Labor Statistics, or as otherwise agreed by the Parties in writing. No escalation in any single year shall exceed four percent (4%) absent agreement of all Parties.
Section 6.4 — Expense Reimbursement. The Monitor shall be reimbursed for all reasonable and necessary out-of-pocket expenses incurred in connection with the performance of its duties under this Agreement, including, without limitation, travel expenses (airfare, ground transportation, and mileage at the then-applicable IRS standard mileage rate), lodging, meals (at actual cost, consistent with federal per diem rates), laboratory analytical fees, sampling equipment and supplies, courier and delivery charges, and other direct costs. All expenses shall be reimbursed at actual cost, without markup. Prior written approval by the Settling Defendants shall be required for any single expense item exceeding twenty-five thousand dollars ($25,000.00); provided, however, that such approval shall not be unreasonably withheld or delayed. In the event that the Settling Defendants deny approval for a single expense item, the Monitor may seek resolution through the dispute resolution mechanism set forth in Article X.
Section 6.5 — Billing Disputes. Any dispute regarding the amount, reasonableness, or necessity of any charge or expense reflected in a Monitor invoice shall be subject to the dispute resolution mechanism set forth in Article X. During the pendency of any billing dispute, the Settling Defendants shall pay all undisputed amounts on or before the applicable due date. The filing of a dispute shall not relieve the Settling Defendants of their obligation to pay undisputed amounts in a timely manner.
ARTICLE VII — TERM AND TERMINATION
Section 7.1 — Effective Date and Initial Term. This Agreement shall become effective upon the entry of the Consent Decree by the Court. The anticipated date of entry is May 15, 2025, with the Effective Date of the Consent Decree (as defined in Section IV thereof) being June 14, 2025, which is thirty (30) days after entry. The initial term of this Agreement shall be five (5) years from the Effective Date, extending through approximately June 14, 2030, unless earlier terminated in accordance with Section 7.3 or extended in accordance with Section 7.2.
Section 7.2 — Renewal and Extension. Upon the expiration of the initial five (5)-year term, this Agreement may be extended for successive one (1)-year terms upon the written agreement of all Parties, subject to the approval of the Court. The Monitor's engagement shall continue until such time as the Consent Decree has been terminated with respect to all four Monitored Sites, which, under the terms of the Consent Decree, shall be no sooner than five (5) years after the completion of all remedial construction at each relevant Site and the achievement of applicable performance standards. Given that the Ridgecrest Copper-Molybdenum Mine has a thirty (30)-year remediation period extending through June 14, 2055, the Parties acknowledge and agree that the Monitor's engagement may need to be extended significantly beyond the initial five (5)-year term, potentially through or beyond 2060, depending on the pace and success of remediation. The terms and conditions of any extension period shall be the same as those of the initial term, except as the Parties may agree to modify in writing, subject to Court approval, including adjustment of the fee schedule and estimated annual costs.
Section 7.3 — Early Termination. The Monitor may be terminated prior to the expiration of the then-current term under the following circumstances:
(a) Termination for Cause. Any Party may file a motion with the Court requesting termination of the Monitor for cause, including, but not limited to, a material conflict of interest that cannot be cured, a material breach of the Monitor's obligations under this Agreement, the Monitor's failure to perform its duties with the requisite professional competence and diligence, or the incapacity of the Monitor or the Lead Monitor to continue performing services. The Court shall determine whether cause for termination exists and shall enter an order accordingly.
(b) Resignation. The Monitor may resign from its engagement under this Agreement upon ninety (90) days' prior written notice to all Parties, the State Co-Plaintiffs, and the Court. The notice of resignation shall state the reasons for the resignation and shall include a summary of the status of all pending monitoring activities and open findings.
In the event of termination for cause or resignation, the Monitor shall cooperate fully in the transition of its responsibilities to a successor Monitor and shall provide all work papers, files, data, and reports in its possession to the Parties within thirty (30) days of the effective date of termination or the end of the notice period, as applicable.
Section 7.4 — Successor Monitor Selection. If a vacancy in the Monitor position occurs for any reason, including termination for cause, resignation, or incapacity, the Parties shall confer and attempt to agree upon a successor Monitor within sixty (60) days of the vacancy. If the Parties are unable to agree upon a successor Monitor within such sixty (60)-day period, the Court shall select a successor Monitor from a list of three qualified candidates: one candidate nominated by the Settling Defendants, one nominated by the United States, and one nominated by the Court. The Court shall, in its discretion, select the candidate that it determines is best qualified to serve as the Independent Environmental Monitor, taking into account the candidate's relevant expertise, experience with multi-site environmental monitoring programs, independence, and availability. The successor Monitor shall be bound by the terms and conditions of this Agreement, as then in effect, and shall have all the rights, duties, and obligations of the original Monitor.
ARTICLE VIII — CONFLICTS OF INTEREST
Section 8.1 — Representations. Verdant Analytics, Inc. represents and warrants that, as of the date of this Agreement, it has no financial, professional, or personal interest in the Settling Defendants, the U.S. Department of Justice, the U.S. Environmental Protection Agency, any of the State Co-Plaintiffs, or any of their respective counsel, agents, or representatives that would impair or would appear to impair the Monitor's independence or impartiality in the performance of its duties under this Agreement. Without limiting the generality of the foregoing, Verdant represents and warrants that, as of the date of this Agreement, it has no current engagement, contract, or business relationship with the Government's technical expert, Cascade Geosciences, Inc. (Dr. Patricia Voss), or with Meridian Environmental Insurance Company, Clearwater Mutual Insurance, Ltd., or any other entity that has a direct financial interest in the outcome of the Consent Decree proceedings or the remediation of the Monitored Sites. The conflict of interest certification executed by Dr. Kamal Osei is attached hereto as Exhibit E and is incorporated herein by reference.
Section 8.2 — Ongoing Disclosure. Throughout the term of t

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