1039-00004 · Torchlight Mining Corp · Correspondence

bring-down-dd-request-letter.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law 900 Third Avenue, 28th Floor New York, NY 10022

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

July 8, 2024

VIA EMAIL AND OVERNIGHT COURIER

Martin Galbraith, Esq. Rebecca Tsang, Esq. Galbraith Haver & Steele LLP One Liberty Plaza, 52nd Floor New York, NY 10006

Re: Bring-Down Due Diligence — Cash Tender Offer by Torchlight Mining Corp. for All Outstanding Common Shares of Ridgeline Cobalt Inc.; Offer-to-Purchase Agreement dated May 2, 2024 (the "Agreement")

Dear Mr. Galbraith and Ms. Tsang:

I write on behalf of Torchlight Mining Corp. ("Torchlight" or "TMC"), a corporation organized and existing under the laws of the Province of British Columbia, Canada (EIN: 98-0743218), with its principal executive offices at 1200 – 885 West Georgia Street, Vancouver, BC V6C 3E8, Canada. I am Derek Okonkwo, Lead Associate in the Mergers & Acquisitions Practice at Calderwood & Harkness LLP, and together with my colleagues, we serve as outside transaction counsel to Torchlight in connection with the matters described herein. This letter is directed to Galbraith Haver & Steele LLP ("GH&S"), in your capacity as counsel to Ridgeline Cobalt Inc. ("Ridgeline" or "RCI"), a corporation organized and existing under the laws of the State of Delaware (EIN: 83-2196504), with its principal office located at 44 Lakeshore Drive, Suite 300, Marquette, MI 49855.

As you are aware, pursuant to the Offer-to-Purchase Agreement dated May 2, 2024, by and between Torchlight and Ridgeline (the "Agreement"), Torchlight is conducting a cash tender offer (the "Offer") for all 18,000,000 issued and outstanding shares of common stock, par value $0.001 per share, of Ridgeline, at a price of $2.50 per share in cash, for aggregate consideration of $45,000,000. The Offer was initially set to expire on June 14, 2024, and was subsequently extended to July 10, 2024 (the "Extended Expiration Date") in accordance with Section 1.2(b) of the Agreement. The anticipated closing date of the Offer and the related short-form merger is July 16, 2024 (the "Closing Date").

In connection with the anticipated Closing, and in order to confirm the satisfaction of the conditions to closing set forth in Article VII of the Agreement, we respectfully request that GH&S provide, or cause Ridgeline to provide, each of the bring-down due diligence items enumerated below. We ask that each item be delivered in the form and substance specified, and in each case as of the dates indicated. Time is of the essence, and we appreciate your prompt attention to these matters.

I. Updated Disclosure Schedules

We request that Ridgeline prepare and deliver updated and supplemented disclosure schedules to the Agreement, reflecting any and all changes, developments, or new information that has arisen between the date of execution of the Agreement (May 2, 2024) and the Closing Date (anticipated July 16, 2024). This request extends to each disclosure schedule delivered at the time of signing, including without limitation:

(a) Any material contracts entered into, amended, modified, or terminated by Ridgeline since May 2, 2024, including but not limited to contracts with suppliers, off-take partners, joint venture counterparties, consultants, or service providers, in each case that would be required to be disclosed on the relevant schedule if such contract had been in existence as of the date of the Agreement;

(b) Any changes to the capitalization of Ridgeline, including any issuances, repurchases, redemptions, conversions, or cancellations of common shares, preferred shares, options, warrants, restricted stock units, or other equity securities or rights to acquire equity securities. For the avoidance of doubt, the capitalization of Ridgeline as of the date of the Agreement was represented to consist of: (i) 18,000,000 shares of common stock outstanding, par value $0.001 per share; (ii) 1,100,000 outstanding options and warrants to purchase common stock at various exercise prices; and (iii) $7,800,000 in aggregate principal amount of 6.5% senior secured convertible notes due June 30, 2026, held by Pinnacle Venture Resources Fund II, LP, which are convertible at a conversion price of $2.00 per share into up to 3,900,000 shares of common stock. Any changes to the foregoing should be identified in detail;

(d) Any changes to Ridgeline's insurance policies, including lapses, cancellations, or modifications of coverage;

(e) Any changes to key employee arrangements, including hires, terminations, severance agreements, or amendments to employment or consulting agreements; and

(f) Any other events, facts, or circumstances that would make any representation or warranty set forth in the Agreement untrue, incomplete, or misleading if such representation or warranty were made as of the Closing Date.

We request that all supplements and updates to the disclosure schedules be delivered in redline format against the corresponding schedules as delivered at the time of signing on May 2, 2024, so that changes can be readily identified and reviewed by Torchlight and its advisors.

II. Officer's Certificates

We request that Ridgeline deliver officer's certificate(s) executed by Gordon McTavish, in his capacity as Chief Executive Officer of Ridgeline Cobalt Inc., and by Elaine Bricker, in her capacity as Chief Financial Officer of Ridgeline Cobalt Inc., certifying each of the following as of the Closing Date, in form and substance reasonably satisfactory to Torchlight and its counsel:

(a) Representations and Warranties. The representations and warranties of Ridgeline set forth in Article III of the Agreement are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the Closing Date with the same effect as if made on and as of the Closing Date, except to the extent that any such representation or warranty is expressly made as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date;

(b) Covenants and Agreements. Ridgeline has performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by Ridgeline under the Agreement at or prior to the Closing Date, including without limitation the interim operating covenants set forth in Section 5.1 of the Agreement and the cooperation covenants set forth in Section 5.4 of the Agreement; and

(c) No Material Adverse Effect. No event, change, development, condition, occurrence, or effect has occurred since the date of the Agreement that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in Section 9.1(e) of the Agreement) with respect to Ridgeline, its business, assets, properties, financial condition, or results of operations.

Each officer's certificate should be dated as of the Closing Date, and we request that draft forms of such certificates be provided no later than the response deadline set forth in Section XI below so that they may be reviewed and approved prior to execution at Closing.

III. Bring-Down Certificate — No Material Adverse Effect

In addition to the certification referenced in Section II(c) above, we request a separate or, if Ridgeline prefers, a combined certification specifically confirming that since December 31, 2023 — the date of the most recent audited financial statements of Ridgeline, which were audited by Aldgate Pryor LLP, Certified Public Accountants, located at 211 West Fort Street, Suite 500, Detroit, MI 48226 — there has been no Material Adverse Effect on Ridgeline.

The certification should specifically address, without limitation, the following aspects of Ridgeline's financial condition and business operations:

(a) Cash Position. Ridgeline's cash and cash equivalents, which were reported as approximately $4.6 million as of December 31, 2023, including any material drawdowns, expenditures, or changes in unrestricted cash since that date, and any interim cash balances as of the most recently available date prior to the Closing;

(b) Total Indebtedness. The status and outstanding balance of Ridgeline's indebtedness, including the $7,800,000 in aggregate principal amount of 6.5% senior secured convertible notes due June 30, 2026, and any other borrowings, lines of credit, or contingent liabilities that have arisen since December 31, 2023;

(c) Revenue and Operations. Any material changes to Ridgeline's revenue profile, which was reported as approximately $1.2 million for the fiscal year ended December 31, 2023 (derived primarily from toll-processing arrangements and pilot production activities), and any interruptions, suspensions, or material changes to Ridgeline's business operations, including exploration activities, pilot production, and toll-processing arrangements;

(d) Assets and Liabilities. Any material changes to Ridgeline's assets, including its mining claims, mineral leases, equipment, and intellectual property, and any material changes to its liabilities, including contingent liabilities, environmental liabilities, and reclamation obligations; and

(e) General. Any other facts, events, or circumstances that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Ridgeline.

We note that this certification, whether delivered separately or in combination with the officer's certificates requested in Section II, should be executed by both Mr. McTavish and Ms. Bricker and should be accompanied by reasonable supporting detail or documentation where appropriate.

IV. Good Standing Certificates

We request that Ridgeline obtain and deliver certificates of good standing from each of the following jurisdictions:

A. Delaware Secretary of State

A certificate of good standing (or certificate of status) for Ridgeline Cobalt Inc. issued by the Secretary of State of the State of Delaware, dated no earlier than five (5) business days prior to the Closing Date. We note that Ridgeline's registered agent in the State of Delaware is National Corporate Filing Services, Inc., 1209 Orange Street, Wilmington, DE 19801. Given the anticipated Closing Date of July 16, 2024, such certificate should be dated no earlier than July 9, 2024.

B. Michigan Department of Licensing and Regulatory Affairs (LARA)

A certificate of authority and/or certificate of good standing for Ridgeline Cobalt Inc. as a foreign corporation qualified to do business in the State of Michigan, issued by the Michigan Department of Licensing and Regulatory Affairs (LARA), dated no earlier than five (5) business days prior to the Closing Date. We note that Ridgeline's principal office is located in Marquette, Michigan, and that Ridgeline holds mineral leases and conducts exploration activities within the State of Michigan, thereby necessitating its qualification as a foreign corporation authorized to transact business in that state. Given the anticipated Closing Date of July 16, 2024, such certificate should be dated no earlier than July 9, 2024.

We understand that processing times at the respective secretaries of state and regulatory agencies can vary, and we encourage prompt submission of these requests to ensure timely delivery.

V. Confirmation Regarding Mining Claims and Mineral Leases

We request written confirmation from Ridgeline, in a form reasonably satisfactory to Torchlight and its counsel, regarding the current status of each of the following mineral properties:

A. Hawk Ridge Project (Ontario, Canada)

We request a certification or confirmation letter, executed by an appropriate officer of Ridgeline, confirming the following with respect to the Hawk Ridge Project, located in the Timiskaming District, Province of Ontario, Canada:

(a) All sixty-five (65) mining claims comprising the Hawk Ridge Project (Ontario Mining Claims 4271883 through 4271947, inclusive), covering approximately 12,400 hectares, remain in good standing with the Ontario Ministry of Mines as of the date of such confirmation;

(b) None of such mining claims has been abandoned, forfeited, allowed to lapse, surrendered, relinquished, encumbered, transferred, assigned, or made subject to any new liens, claims, charges, pledges, security interests, or adverse proceedings since the date of the Agreement;

(c) All required assessment work filings, renewals, reports, and fee payments necessary to maintain such mining claims in good standing have been timely made, filed, and/or paid to the Ontario Ministry of Mines and any other applicable governmental authority, and no notices of deficiency or non-compliance have been received;

(d) No disputes, challenges, adverse claims, or proceedings involving any third party or governmental authority have arisen with respect to any of the mining claims comprising the Hawk Ridge Project; and

(e) There have been no changes or restatements to the NI 43-101 compliant indicated resource estimate of 28,600 tonnes of contained cobalt equivalent previously disclosed by Ridgeline. If there have been any changes, updates, or restatements to such resource estimates, or any events that would reasonably be expected to result in such changes, such information should be disclosed in full.

B. Iron Lake Project (Michigan, United States)

We request a certification or confirmation letter, executed by an appropriate officer of Ridgeline, confirming the following with respect to the Iron Lake Project, located in Baraga County, State of Michigan:

(a) Michigan Department of Environment, Great Lakes, and Energy (formerly DEQ) Lease No. ML-2021-0334 and Lease No. ML-2021-0335 (together comprising the Iron Lake Project, covering approximately 3,200 hectares and currently classified as an early-stage exploration property with no defined mineral resource) remain valid, in full force and effect, and in compliance with all terms, conditions, and covenants set forth therein;

(b) No amendments, modifications, supplements, waivers, defaults, notices of default, notices of breach, events of default, or termination events have occurred with respect to either of such leases since the date of the Agreement;

(c) All rental payments, royalty obligations, filing fees, and any other amounts due and payable under such leases have been timely paid in full, and no amounts remain outstanding; and

(d) No disputes, environmental compliance issues, remediation obligations, or other adverse matters have arisen with respect to the Iron Lake Project or the properties subject to such leases since the date of the Agreement.

To the extent that any of the foregoing confirmations cannot be provided without qualification, we request that any exceptions, limitations, or qualifications be described in full detail.

VI. Litigation and Proceedings Confirmation

We request a certificate or written confirmation executed by an appropriate officer of Ridgeline, and, if available, supplemented by a letter or confirmation from GH&S in its capacity as litigation counsel (if applicable), confirming each of the following as of the Closing Date:

(a) No litigation, lawsuit, action, claim, arbitration, mediation, administrative proceeding, governmental investigation, or other legal proceeding of any kind is pending or, to Ridgeline's knowledge after due inquiry, threatened against Ridgeline or any of its subsidiaries, or against any of their respective properties, assets, officers, directors, or employees, whether in connection with the transactions contemplated by the Agreement or otherwise;

(b) No injunction, temporary restraining order, preliminary or permanent injunction, cease-and-desist order, or any other order, judgment, or decree of any court, arbitral tribunal, governmental authority, or regulatory body has been issued, entered, or is pending that would prohibit, restrain, enjoin, delay, or otherwise challenge or impede the consummation of the tender offer, the acceptance for payment of tendered shares, or the short-form merger contemplated by the Agreement; and

(c) No claim, demand, or notice has been asserted, delivered, or communicated by any third party, stockholder, governmental authority, or other person challenging, seeking to enjoin, seeking damages in connection with, or otherwise opposing the transactions contemplated by the Agreement, including without limitation the tender offer, the short-form merger, or any related transactions.

To the extent that any of the foregoing cannot be confirmed without qualification, or to the extent that there are any pending or threatened matters of any kind involving Ridgeline or its affiliates, we request that such matters be described in reasonable detail, including the identity of the parties, the nature of the claims or proceedings, the forum, and an assessment of the potential impact on Ridgeline or the transactions.

VII. Convertible Note Confirmation

We request a comprehensive confirmation from Ridgeline regarding the current status of the $7,800,000 in aggregate principal amount of 6.5% senior secured convertible notes due June 30, 2026 (the "Notes"), issued pursuant to that certain Indenture dated June 30, 2022, by and between Ridgeline, as issuer, and the holders thereof. As you are aware, the Notes are held by Pinnacle Venture Resources Fund II, LP ("Pinnacle"), and we request that GH&S coordinate with Pinnacle and its counsel, as necessary, to provide or facilitate the following confirmations:

(a) No Events of Default. No event of default (as defined in the Indenture) has occurred and is continuing with respect to the Notes, and no event or condition exists that, with the passage of time, the giving of notice, or both, would constitute an event of default under the Indenture;

(b) No Conversion Notices. No notice of conversion has been delivered by Pinnacle or any other holder of the Notes, and no conversion of any portion of the Notes into shares of common stock of Ridgeline has occurred since the date of the Agreement;

(c) Conditions for Repayment. All conditions and requirements for repayment of the Notes at par plus accrued and unpaid interest at the Closing have been satisfied or are capable of being satisfied at Closing, including any prepayment provisions, notice requirements, or consent rights set forth in the Indenture; and

(d) Payoff Amount. The total payoff amount for the Notes as of the anticipated Closing Date of July 16, 2024, is confirmed as follows:

• Principal: $7,800,000.00

• Accrued Interest: $7,800,000 × 6.5% per annum × (198 days / 365 days) = $275,014 (calculated from the last interest payment date through and including the anticipated Closing Date of July 16, 2024)

• Total Payoff Amount: $8,075,014

(e) Tender & Support Agreement. The confirmation should also address the status of the Tender & Support Agreement dated April 8, 2024, by and between Torchlight (executed by Nils Brenner, Senior Vice President, Corporate Development, on behalf of TMC) and Pinnacle Venture Resources Fund II, LP (executed by Theodore "Ted" Vanderhoek, in his capacity as an authorized signatory of Pinnacle Venture Resources GP II, LLC, the general partner of Pinnacle), pursuant to which Pinnacle agreed, among other things, to (i) tender all 3,600,000 shares of Ridgeline common stock held by Pinnacle (representing approximately 20.0% of the 18,000,000 outstanding shares) and (ii) consent to repayment of the Notes at par plus accrued interest at the Closing. We request confirmation that Pinnacle has complied with, and continues to comply with, its obligations under the Tender & Support Agreement, and that no events have occurred that would permit Pinnacle to withdraw or terminate its commitments thereunder.

We request that a draft payoff letter for the Notes, in form and substance reasonably satisfactory to Torchlight and its counsel, be prepared and delivered in advance of the Closing.

VIII. Regulatory Clearance Confirmations

We request written confirmation from Ridgeline that, to its knowledge and after reasonable inquiry, each of the following remains accurate and complete as of the date of such confirmation:

(a) Hart-Scott-Rodino Antitrust Improvements Act. Early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), was granted by the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice on April 18, 2024, with respect to the transactions contemplated by the Agreement (HSR Transaction No. 20241387). Since the granting of such early termination, no request for additional information or documentary material (commonly referred to as a "Second Request"), civil investigative demand, complaint, notice of investigation, or other communication has been received by Ridgeline from the Federal Trade Commission, the Department of Justice, or any other governmental authority indicating any objection to, challenge of, or further review of the transactions;

(b) Investment Canada Act. Clearance under the Investment Canada Act (Canada) with respect to the acquisition of Ridgeline by Torchlight was received on April 29, 2024. Since the receipt of such clearance, no conditions, undertakings, or commitments have been imposed on Ridgeline or Torchlight, and no further review, national security review, or investigation has been initiated or proposed by the Minister of Innovation, Science and Industry, the Director of Investments, or any other Canadian governmental authority; and

(c) Other Regulatory Approvals. To Ridgeline's knowledge, no other governmental or regulatory approvals, consents, authorizations, permits, licenses, orders, or filings are required for the lawful consummation of the tender offer, the acceptance for payment of tendered shares, and the short-form merger contemplated by the Agreement that have not already been obtained, received, or made. This confirmation should specifically address any provincial or state mining regulatory approvals, environmental clearances, or transfer approvals that may be triggered by the change of control of Ridgeline.

To the extent that Ridgeline has received any communication from any governmental or regulatory authority relating to the transactions since the date of the Agreement, we request that copies of all such communications be provided.

IX. Shareholder Representative Designation

Pursuant to Section 8.3 of the Agreement, we request that Ridgeline and its stockholders identify and confirm the designation of the Shareholder Representative who will serve in such capacity under the Escrow Agreement to be entered into at the Closing among Torchlight, the Shareholder Representative, and Clearmont National Bank, N.A., as escrow agent (the "Escrow Agent"). For reference, the Escrow Agent's address is 300 Delaware Avenue, Suite 700, Wilmington, DE 19801, and the designated Escrow Account is Account No. 4410-7832-001.

As provided in the Agreement:

(a) The escrow amount to be deposited at the Closing shall be $9,000,000, representing 20% of the aggregate deal consideration of $45,000,000;

(b) The escrow period shall be eighteen (18) months from the Closing Date, with an anticipated expiration date of January 16, 2026, subject to extension with respect to any then-pending claims; and

(c) The Shareholder Representative shall have the power and authority to act on behalf of the former stockholders of Ridgeline in connection with claims against the escrow fund and all matters arising under the Escrow Agreement and the indemnification provisions of Article VIII of the Agreement.

We request that the following items be provided:

(i) The full legal name, address, and contact information of the designated Shareholder Representative;

(ii) A copy of the executed power of attorney, authorization resolution, or other documentation pursuant to which the Shareholder Representative has been duly appointed and authorized to act in such capacity, including any board or stockholder approval thereof; and

(iii) A draft signature page for the Escrow Agreement, executed by the Shareholder Representative, for inclusion in the closing deliverables.

X. Additional Closing Deliverables

In addition to the foregoing, we request that Ridgeline prepare and deliver each of the following certificates, documents, or instruments required to be delivered by Ridgeline at or prior to the Closing under the Agreement:

(a) FIRPTA Certificate. A certificate in the form prescribed by Treasury Regulation Section 1.1445-2(c)(3), or an equivalent certification, confirming that Ridgeline is not a "United States real property holding corporation" within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended (the "Code"). In the event that Ridgeline is or may be a United States real property holding corporation (including by reason of its mineral leases and mining claims in Michigan), Ridgeline should provide a properly executed notice to the Internal Revenue Service in accordance with Treasury Regulation Section 1.897-2(h), together with any related documentation. Given Ridgeline's ownership of mineral leases in the State of Michigan and mining claims in Ontario, we request that GH&S coordinate with Ridgeline's tax advisors to ensure that the appropriate analysis is conducted and the correct form of certificate is delivered;

(b) Payoff Letters. Payoff letters for any and all outstanding indebtedness of Ridgeline (other than the convertible notes addressed in Section VII above), including any revolving credit facilities, term loans, equipment financing arrangements, or other borrowings, in each case confirming the payoff amount as of the Closing Date, wire transfer instructions, and undertaking to deliver lien releases and UCC-3 termination statements upon receipt of payment;

(c) Resignations of Directors and Officers. Written resignations, effective as of the Closing, from each director and officer of Ridgeline as required by the Agreement, together with a release of claims by each resigning individual in favor of Ridgeline (in a form to be mutually agreed);

(d) Third-Party Consents and Waivers. Copies of any and all third-party consents, waivers, approvals, or notices required under Ridgeline's material contracts in connection with the change of control contemplated by the transactions, including without limitation consents under joint venture agreements, off-take agreements, supply agreements, lease agreements (both real property and mineral), and any other agreements that include change-of-control or assignment provisions. We request that GH&S provide a comprehensive list identifying each contract requiring consent and the current status of efforts to obtain such consent; and

(e) Any Other Deliverables. Any other certificates, documents, instruments, or items required to be delivered by Ridgeline at or prior to the Closing under the Agreement that have not been specifically addressed in this letter.

XI. Response Deadline and Delivery Instructions

All items requested in this letter should be delivered to Calderwood & Harkness LLP no later than 5:00 p.m. (Eastern Time) on July 12, 2024. Initial delivery by email is acceptable, provided that original executed hard copies of all certificates and other documents requiring original signatures are delivered by overnight courier to arrive no later than one (1) business day prior to the Closing Date.

Please direct all deliveries and correspondence in connection with this request to the following:

Primary Contact: Derek Okonkwo, Lead Associate Calderwood & Harkness LLP 900 Third Avenue, 28th Floor New York, NY 10022

Email: dokonkwo@calderwoodharkness.com

Copy to: Beatrice Holloway, Responsible Partner Calderwood & Harkness LLP 900 Third Avenue, 28th Floor New York, NY 10022

Email: bholloway@calderwoodharkness.com

Copy to: Tiffany Rosenthal, Working Associate Calderwood & Harkness LLP 900 Third Avenue, 28th Floor New York, NY 10022

Email: trosenthal@calderwoodharkness.com

As you are aware, the Extended Expiration Date of the Offer is July 10, 2024, and we anticipate that on such date the depositary will certify the final tender results. Based on preliminary results, 16,740,000 shares have been tendered, representing approximately 93.0% of the 18,000,000 outstanding shares of Ridgeline common stock. The Closing is anticipated to occur on July 16, 2024, at which time Torchlight intends to effectuate a short-form merger of Ridgeline with and into a wholly-owned subsidiary of Torchlight pursuant to Section 253 of the Delaware General Corporation Law. Accordingly, timely delivery of all items requested herein is critical to permit Torchlight and its advisors to confirm the satisfaction of all conditions to the Closing and to facilitate the orderly consummation of the transactions.

Closing / Reservation of Rights

This request is made without prejudice to any and all rights, remedies, and defenses available to Torchlight under the Agreement, at law, or in equity, and nothing contained herein shall constitute or be deemed to constitute a waiver of any condition to the Closing, or of any right to terminate, extend, or amend the Offer or the Agreement in accordance with the terms thereof. Torchlight expressly reserves the right to request additional information, documentation, or certifications as may be reasonably necessary prior to or at the Closing.

We are, as always, available to discuss any of the foregoing items, to coordinate on timing and logistics, and to work collaboratively with your team to ensure that all closing conditions are satisfied and all deliverables are in order. Please do not hesitate to contact me directly at (212) 554-7148 or at the email address set forth above with any questions or to schedule a call.

We appreciate your prompt attention to these matters and look forward to your response.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Derek Okonkwo Lead Associate, Mergers & Acquisitions 900 Third Avenue, 28th Floor New York, NY 10022

cc (via email):

Beatrice Holloway, Partner, Calderwood & Harkness LLP James Prentice, Partner, Calderwood & Harkness LLP Tiffany Rosenthal, Associate, Calderwood & Harkness LLP Patricia Edevane, General Counsel, Torchlight Mining Corp. Nils Brenner, SVP Corporate Development, Torchlight Mining Corp.

CALDERWOOD & HARKNESS LLP Attorneys at Law 900 Third Avenue, 28th Floor New York, NY 10022
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
July 8, 2024
VIA EMAIL AND OVERNIGHT COURIER
Martin Galbraith, Esq. Rebecca Tsang, Esq. Galbraith Haver & Steele LLP One Liberty Plaza, 52nd Floor New York, NY 10006
Re: Bring-Down Due Diligence — Cash Tender Offer by Torchlight Mining Corp. for All Outstanding Common Shares of Ridgeline Cobalt Inc.; Offer-to-Purchase Agreement dated May 2, 2024 (the "Agreement")
Dear Mr. Galbraith and Ms. Tsang:
I write on behalf of Torchlight Mining Corp. ("Torchlight" or "TMC"), a corporation organized and existing under the laws of the Province of British Columbia, Canada (EIN: 98-0743218), with its principal executive offices at 1200 – 885 West Georgia Street, Vancouver, BC V6C 3E8, Canada. I am Derek Okonkwo, Lead Associate in the Mergers & Acquisitions Practice at Calderwood & Harkness LLP, and together with my colleagues, we serve as outside transaction counsel to Torchlight in connection with the matters described herein. This letter is directed to Galbraith Haver & Steele LLP ("GH&S"), in your capacity as counsel to Ridgeline Cobalt Inc. ("Ridgeline" or "RCI"), a corporation organized and existing under the laws of the State of Delaware (EIN: 83-2196504), with its principal office located at 44 Lakeshore Drive, Suite 300, Marquette, MI 49855.
As you are aware, pursuant to the Offer-to-Purchase Agreement dated May 2, 2024, by and between Torchlight and Ridgeline (the "Agreement"), Torchlight is conducting a cash tender offer (the "Offer") for all 18,000,000 issued and outstanding shares of common stock, par value $0.001 per share, of Ridgeline, at a price of $2.50 per share in cash, for aggregate consideration of $45,000,000. The Offer was initially set to expire on June 14, 2024, and was subsequently extended to July 10, 2024 (the "Extended Expiration Date") in accordance with Section 1.2(b) of the Agreement. The anticipated closing date of the Offer and the related short-form merger is July 16, 2024 (the "Closing Date").
In connection with the anticipated Closing, and in order to confirm the satisfaction of the conditions to closing set forth in Article VII of the Agreement, we respectfully request that GH&S provide, or cause Ridgeline to provide, each of the bring-down due diligence items enumerated below. We ask that each item be delivered in the form and substance specified, and in each case as of the dates indicated. Time is of the essence, and we appreciate your prompt attention to these matters.
I. Updated Disclosure Schedules
We request that Ridgeline prepare and deliver updated and supplemented disclosure schedules to the Agreement, reflecting any and all changes, developments, or new information that has arisen between the date of execution of the Agreement (May 2, 2024) and the Closing Date (anticipated July 16, 2024). This request extends to each disclosure schedule delivered at the time of signing, including without limitation:
(a) Any material contracts entered into, amended, modified, or terminated by Ridgeline since May 2, 2024, including but not limited to contracts with suppliers, off-take partners, joint venture counterparties, consultants, or service providers, in each case that would be required to be disclosed on the relevant schedule if such contract had been in existence as of the date of the Agreement;
(b) Any changes to the capitalization of Ridgeline, including any issuances, repurchases, redemptions, conversions, or cancellations of common shares, preferred shares, options, warrants, restricted stock units, or other equity securities or rights to acquire equity securities. For the avoidance of doubt, the capitalization of Ridgeline as of the date of the Agreement was represented to consist of: (i) 18,000,000 shares of common stock outstanding, par value $0.001 per share; (ii) 1,100,000 outstanding options and warrants to purchase common stock at various exercise prices; and (iii) $7,800,000 in aggregate principal amount of 6.5% senior secured convertible notes due June 30, 2026, held by Pinnacle Venture Resources Fund II, LP, which are convertible at a conversion price of $2.00 per share into up to 3,900,000 shares of common stock. Any changes to the foregoing should be identified in detail;
(c) Any new liens, encumbrances, pledges, security interests, or claims affecting any material assets of Ridgeline;
(d) Any changes to Ridgeline's insurance policies, including lapses, cancellations, or modifications of coverage;
(e) Any changes to key employee arrangements, including hires, terminations, severance agreements, or amendments to employment or consulting agreements; and
(f) Any other events, facts, or circumstances that would make any representation or warranty set forth in the Agreement untrue, incomplete, or misleading if such representation or warranty were made as of the Closing Date.
We request that all supplements and updates to the disclosure schedules be delivered in redline format against the corresponding schedules as delivered at the time of signing on May 2, 2024, so that changes can be readily identified and reviewed by Torchlight and its advisors.
II. Officer's Certificates
We request that Ridgeline deliver officer's certificate(s) executed by Gordon McTavish, in his capacity as Chief Executive Officer of Ridgeline Cobalt Inc., and by Elaine Bricker, in her capacity as Chief Financial Officer of Ridgeline Cobalt Inc., certifying each of the following as of the Closing Date, in form and substance reasonably satisfactory to Torchlight and its counsel:
(a) Representations and Warranties. The representations and warranties of Ridgeline set forth in Article III of the Agreement are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the Closing Date with the same effect as if made on and as of the Closing Date, except to the extent that any such representation or warranty is expressly made as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date;
(b) Covenants and Agreements. Ridgeline has performed and complied in all material respects with all covenants, agreements, and obligations required to be performed or complied with by Ridgeline under the Agreement at or prior to the Closing Date, including without limitation the interim operating covenants set forth in Section 5.1 of the Agreement and the cooperation covenants set forth in Section 5.4 of the Agreement; and
(c) No Material Adverse Effect. No event, change, development, condition, occurrence, or effect has occurred since the date of the Agreement that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in Section 9.1(e) of the Agreement) with respect to Ridgeline, its business, assets, properties, financial condition, or results of operations.
Each officer's certificate should be dated as of the Closing Date, and we request that draft forms of such certificates be provided no later than the response deadline set forth in Section XI below so that they may be reviewed and approved prior to execution at Closing.
III. Bring-Down Certificate — No Material Adverse Effect
In addition to the certification referenced in Section II(c) above, we request a separate or, if Ridgeline prefers, a combined certification specifically confirming that since December 31, 2023 — the date of the most recent audited financial statements of Ridgeline, which were audited by Aldgate Pryor LLP, Certified Public Accountants, located at 211 West Fort Street, Suite 500, Detroit, MI 48226 — there has been no Material Adverse Effect on Ridgeline.
The certification should specifically address, without limitation, the following aspects of Ridgeline's financial condition and business operations:
(a) Cash Position. Ridgeline's cash and cash equivalents, which were reported as approximately $4.6 million as of December 31, 2023, including any material drawdowns, expenditures, or changes in unrestricted cash since that date, and any interim cash balances as of the most recently available date prior to the Closing;
(b) Total Indebtedness. The status and outstanding balance of Ridgeline's indebtedness, including the $7,800,000 in aggregate principal amount of 6.5% senior secured convertible notes due June 30, 2026, and any other borrowings, lines of credit, or contingent liabilities that have arisen since December 31, 2023;
(c) Revenue and Operations. Any material changes to Ridgeline's revenue profile, which was reported as approximately $1.2 million for the fiscal year ended December 31, 2023 (derived primarily from toll-processing arrangements and pilot production activities), and any interruptions, suspensions, or material changes to Ridgeline's business operations, including exploration activities, pilot production, and toll-processing arrangements;
(d) Assets and Liabilities. Any material changes to Ridgeline's assets, including its mining claims, mineral leases, equipment, and intellectual property, and any material changes to its liabilities, including contingent liabilities, environmental liabilities, and reclamation obligations; and
(e) General. Any other facts, events, or circumstances that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Ridgeline.
We note that this certification, whether delivered separately or in combination with the officer's certificates requested in Section II, should be executed by both Mr. McTavish and Ms. Bricker and should be accompanied by reasonable supporting detail or documentation where appropriate.
IV. Good Standing Certificates
We request that Ridgeline obtain and deliver certificates of good standing from each of the following jurisdictions:
A. Delaware Secretary of State
A certificate of good standing (or certificate of status) for Ridgeline Cobalt Inc. issued by the Secretary of State of the State of Delaware, dated no earlier than five (5) business days prior to the Closing Date. We note that Ridgeline's registered agent in the State of Delaware is National Corporate Filing Services, Inc., 1209 Orange Street, Wilmington, DE 19801. Given the anticipated Closing Date of July 16, 2024, such certificate should be dated no earlier than July 9, 2024.
B. Michigan Department of Licensing and Regulatory Affairs (LARA)
A certificate of authority and/or certificate of good standing for Ridgeline Cobalt Inc. as a foreign corporation qualified to do business in the State of Michigan, issued by the Michigan Department of Licensing and Regulatory Affairs (LARA), dated no earlier than five (5) business days prior to the Closing Date. We note that Ridgeline's principal office is located in Marquette, Michigan, and that Ridgeline holds mineral leases and conducts exploration activities within the State of Michigan, thereby necessitating its qualification as a foreign corporation authorized to transact business in that state. Given the anticipated Closing Date of July 16, 2024, such certificate should be dated no earlier than July 9, 2024.
We understand that processing times at the respective secretaries of state and regulatory agencies can vary, and we encourage prompt submission of these requests to ensure timely delivery.
V. Confirmation Regarding Mining Claims and Mineral Leases
We request written confirmation from Ridgeline, in a form reasonably satisfactory to Torchlight and its counsel, regarding the current status of each of the following mineral properties:
A. Hawk Ridge Project (Ontario, Canada)
We request a certification or confirmation letter, executed by an appropriate officer of Ridgeline, confirming the following with respect to the Hawk Ridge Project, located in the Timiskaming District, Province of Ontario, Canada:
(a) All sixty-five (65) mining claims comprising the Hawk Ridge Project (Ontario Mining Claims 4271883 through 4271947, inclusive), covering approximately 12,400 hectares, remain in good standing with the Ontario Ministry of Mines as of the date of such confirmation;
(b) None of such mining claims has been abandoned, forfeited, allowed to lapse, surrendered, relinquished, encumbered, transferred, assigned, or made subject to any new liens, claims, charges, pledges, security interests, or adverse proceedings since the date of the Agreement;
(c) All required assessment work filings, renewals, reports, and fee payments necessary to maintain such mining claims in good standing have been timely made, filed, and/or paid to the Ontario Ministry of Mines and any other applicable governmental authority, and no notices of deficiency or non-compliance have been received;
(d) No disputes, challenges, adverse claims, or proceedings involving any third party or governmental authority have arisen with respect to any of the mining claims comprising the Hawk Ridge Project; and
(e) There have been no changes or restatements to the NI 43-101 compliant indicated resource estimate of 28,600 tonnes of contained cobalt equivalent previously disclosed by Ridgeline. If there have been any changes, updates, or restatements to such resource estimates, or any events that would reasonably be expected to result in such changes, such information should be disclosed in full.
B. Iron Lake Project (Michigan, United States)
We request a certification or confirmation letter, executed by an appropriate officer of Ridgeline, confirming the following with respect to the Iron Lake Project, located in Baraga County, State of Michigan:
(a) Michigan Department of Environment, Great Lakes, and Energy (formerly DEQ) Lease No. ML-2021-0334 and Lease No. ML-2021-0335 (together comprising the Iron Lake Project, covering approximately 3,200 hectares and currently classified as an early-stage exploration property with no defined mineral resource) remain valid, in full force and effect, and in compliance with all terms, conditions, and covenants set forth therein;
(b) No amendments, modifications, supplements, waivers, defaults, notices of default, notices of breach, events of default, or termination events have occurred with respect to either of such leases since the date of the Agreement;
(c) All rental payments, royalty obligations, filing fees, and any other amounts due and payable under such leases have been timely paid in full, and no amounts remain outstanding; and
(d) No disputes, environmental compliance issues, remediation obligations, or other adverse matters have arisen with respect to the Iron Lake Project or the properties subject to such leases since the date of the Agreement.
To the extent that any of the foregoing confirmations cannot be provided without qualification, we request that any exceptions, limitations, or qualifications be described in full detail.
VI. Litigation and Proceedings Confirmation
We request a certificate or written confirmation executed by an appropriate officer of Ridgeline, and, if available, supplemented by a letter or confirmation from GH&S in its capacity as litigation counsel (if applicable), confirming each of the following as of the Closing Date:
(a) No litigation, lawsuit, action, claim, arbitration, mediation, administrative proceeding, governmental investigation, or other legal proceeding of any kind is pending or, to Ridgeline's knowledge after due inquiry, threatened against Ridgeline or any of its subsidiaries, or against any of their respective properties, assets, officers, directors, or employees, whether in connection with the transactions contemplated by the Agreement or otherwise;
(b) No injunction, temporary restraining order, preliminary or permanent injunction, cease-and-desist order, or any other order, judgment, or decree of any court, arbitral tribunal, governmental authority, or regulatory body has been issued, entered, or is pending that would prohibit, restrain, enjoin, delay, or otherwise challenge or impede the consummation of the tender offer, the acceptance for payment of tendered shares, or the short-form merger contemplated by the Agreement; and
(c) No claim, demand, or notice has been asserted, delivered, or communicated by any third party, stockholder, governmental authority, or other person challenging, seeking to enjoin, seeking damages in connection with, or otherwise opposing the transactions contemplated by the Agreement, including without limitation the tender offer, the short-form merger, or any related transactions.
To the extent that any of the foregoing cannot be confirmed without qualification, or to the extent that there are any pending or threatened matters of any kind involving Ridgeline or its affiliates, we request that such matters be described in reasonable detail, including the identity of the parties, the nature of the claims or proceedings, the forum, and an assessment of the potential impact on Ridgeline or the transactions.
VII. Convertible Note Confirmation
We request a comprehensive confirmation from Ridgeline regarding the current status of the $7,800,000 in aggregate principal amount of 6.5% senior secured convertible notes due June 30, 2026 (the "Notes"), issued pursuant to that certain Indenture dated June 30, 2022, by and between Ridgeline, as issuer, and the holders thereof. As you are aware, the Notes are held by Pinnacle Venture Resources Fund II, LP ("Pinnacle"), and we request that GH&S coordinate with Pinnacle and its counsel, as necessary, to provide or facilitate the following confirmations:
(a) No Events of Default. No event of default (as defined in the Indenture) has occurred and is continuing with respect to the Notes, and no event or condition exists that, with the passage of time, the giving of notice, or both, would constitute an event of default under the Indenture;
(b) No Conversion Notices. No notice of conversion has been delivered by Pinnacle or any other holder of the Notes, and no conversion of any portion of the Notes into shares of common stock of Ridgeline has occurred since the date of the Agreement;
(c) Conditions for Repayment. All conditions and requirements for repayment of the Notes at par plus accrued and unpaid interest at the Closing have been satisfied or are capable of being satisfied at Closing, including any prepayment provisions, notice requirements, or consent rights set forth in the Indenture; and
(d) Payoff Amount. The total payoff amount for the Notes as of the anticipated Closing Date of July 16, 2024, is confirmed as follows:
•  Principal: $7,800,000.00
•  Accrued Interest: $7,800,000 × 6.5% per annum × (198 days / 365 days) = $275,014 (calculated from the last interest payment date through and including the anticipated Closing Date of July 16, 2024)
•  Total Payoff Amount: $8,075,014
(e) Tender & Support Agreement. The confirmation should also address the status of the Tender & Support Agreement dated April 8, 2024, by and between Torchlight (executed by Nils Brenner, Senior Vice President, Corporate Development, on behalf of TMC) and Pinnacle Venture Resources Fund II, LP (executed by Theodore "Ted" Vanderhoek, in his capacity as an authorized signatory of Pinnacle Venture Resources GP II, LLC, the general partner of Pinnacle), pursuant to which Pinnacle agreed, among other things, to (i) tender all 3,600,000 shares of Ridgeline common stock held by Pinnacle (representing approximately 20.0% of the 18,000,000 outstanding shares) and (ii) consent to repayment of the Notes at par plus accrued interest at the Closing. We request confirmation that Pinnacle has complied with, and continues to comply with, its obligations under the Tender & Support Agreement, and that no events have occurred that would permit Pinnacle to withdraw or terminate its commitments thereunder.
We request that a draft payoff letter for the Notes, in form and substance reasonably satisfactory to Torchlight and its counsel, be prepared and delivered in advance of the Closing.
VIII. Regulatory Clearance Confirmations
We request written confirmation from Ridgeline that, to its knowledge and after reasonable inquiry, each of the following remains accurate and complete as of the date of such confirmation:
(a) Hart-Scott-Rodino Antitrust Improvements Act. Early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), was granted by the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice on April 18, 2024, with respect to the transactions contemplated by the Agreement (HSR Transaction No. 20241387). Since the granting of such early termination, no request for additional information or documentary material (commonly referred to as a "Second Request"), civil investigative demand, complaint, notice of investigation, or other communication has been received by Ridgeline from the Federal Trade Commission, the Department of Justice, or any other governmental authority indicating any objection to, challenge of, or further review of the transactions;
(b) Investment Canada Act. Clearance under the Investment Canada Act (Canada) with respect to the acquisition of Ridgeline by Torchlight was received on April 29, 2024. Since the receipt of such clearance, no conditions, undertakings, or commitments have been imposed on Ridgeline or Torchlight, and no further review, national security review, or investigation has been initiated or proposed by the Minister of Innovation, Science and Industry, the Director of Investments, or any other Canadian governmental authority; and
(c) Other Regulatory Approvals. To Ridgeline's knowledge, no other governmental or regulatory approvals, consents, authorizations, permits, licenses, orders, or filings are required for the lawful consummation of the tender offer, the acceptance for payment of tendered shares, and the short-form merger contemplated by the Agreement that have not already been obtained, received, or made. This confirmation should specifically address any provincial or state mining regulatory approvals, environmental clearances, or transfer approvals that may be triggered by the change of control of Ridgeline.
To the extent that Ridgeline has received any communication from any governmental or regulatory authority relating to the transactions since the date of the Agreement, we request that copies of all such communications be provided.
IX. Shareholder Representative Designation
Pursuant to Section 8.3 of the Agreement, we request that Ridgeline and its stockholders identify and confirm the designation of the Shareholder Representative who will serve in such capacity under the Escrow Agreement to be entered into at the Closing among Torchlight, the Shareholder Representative, and Clearmont National Bank, N.A., as escrow agent (the "Escrow Agent"). For reference, the Escrow Agent's address is 300 Delaware Avenue, Suite 700, Wilmington, DE 19801, and the designated Escrow Account is Account No. 4410-7832-001.
As provided in the Agreement:
(a) The escrow amount to be deposited at the Closing shall be $9,000,000, representing 20% of the aggregate deal consideration of $45,000,000;
(b) The escrow period shall be eighteen (18) months from the Closing Date, with an anticipated expiration date of January 16, 2026, subject to extension with respect to any then-pending claims; and
(c) The Shareholder Representative shall have the power and authority to act on behalf of the former stockholders of Ridgeline in connection with claims against the escrow fund and all matters arising under the Escrow Agreement and the indemnification provisions of Article VIII of the Agreement.
We request that the following items be provided:
(i) The full legal name, address, and contact information of the designated Shareholder Representative;
(ii) A copy of the executed power of attorney, authorization resolution, or other documentation pursuant to which the Shareholder Representative has been duly appointed and authorized to act in such capacity, including any board or stockholder approval thereof; and
(iii) A draft signature page for the Escrow Agreement, executed by the Shareholder Representative, for inclusion in the closing deliverables.
X. Additional Closing Deliverables
In addition to the foregoing, we request that Ridgeline prepare and deliver each of the following certificates, documents, or instruments required to be delivered by Ridgeline at or prior to the Closing under the Agreement:
(a) FIRPTA Certificate. A certificate in the form prescribed by Treasury Regulation Section 1.1445-2(c)(3), or an equivalent certification, confirming that Ridgeline is not a "United States real property holding corporation" within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended (the "Code"). In the event that Ridgeline is or may be a United States real property holding corporation (including by reason of its mineral leases and mining claims in Michigan), Ridgeline should provide a properly executed notice to the Internal Revenue Service in accordance with Treasury Regulation Section 1.897-2(h), together with any related documentation. Given Ridgeline's ownership of mineral leases in the State of Michigan and mining claims in Ontario, we request that GH&S coordinate with Ridgeline's tax advisors to ensure that the appropriate analysis is conducted and the correct form of certificate is delivered;
(b) Payoff Letters. Payoff letters for any and all outstanding indebtedness of Ridgeline (other than the convertible notes addressed in Section VII above), including any revolving credit facilities, term loans, equipment financing arrangements, or other borrowings, in each case confirming the payoff amount as of the Closing Date, wire transfer instructions, and undertaking to deliver lien releases and UCC-3 termination statements upon receipt of payment;
(c) Resignations of Directors and Officers. Written resignations, effective as of the Closing, from each director and officer of Ridgeline as required by the Agreement, together with a release of claims by each resigning individual in favor of Ridgeline (in a form to be mutually agreed);
(d) Third-Party Consents and Waivers. Copies of any and all third-party consents, waivers, approvals, or notices required under Ridgeline's material contracts in connection with the change of control contemplated by the transactions, including without limitation consents under joint venture agreements, off-take agreements, supply agreements, lease agreements (both real property and mineral), and any other agreements that include change-of-control or assignment provisions. We request that GH&S provide a comprehensive list identifying each contract requiring consent and the current status of efforts to obtain such consent; and
(e) Any Other Deliverables. Any other certificates, documents, instruments, or items required to be delivered by Ridgeline at or prior to the Closing under the Agreement that have not been specifically addressed in this letter.
XI. Response Deadline and Delivery Instructions
All items requested in this letter should be delivered to Calderwood & Harkness LLP no later than 5:00 p.m. (Eastern Time) on July 12, 2024. Initial delivery by email is acceptable, provided that original executed hard copies of all certificates and other documents requiring original signatures are delivered by overnight courier to arrive no later than one (1) business day prior to the Closing Date.
Please direct all deliveries and correspondence in connection with this request to the following:
Primary Contact: Derek Okonkwo, Lead Associate Calderwood & Harkness LLP 900 Third Avenue, 28th Floor New York, NY 10022
Email: dokonkwo@calderwoodharkness.com
Copy to: Beatrice Holloway, Responsible Partner Calderwood & Harkness LLP 900 Third Avenue, 28th Floor New York, NY 10022
Email: bholloway@calderwoodharkness.com
Copy to: Tiffany Rosenthal, Working Associate Calderwood & Harkness LLP 900 Third Avenue, 28th Floor New York, NY 10022
Email: trosenthal@calderwoodharkness.com
As you are aware, the Extended Expiration Date of the Offer is July 10, 2024, and we anticipate that on such date the depositary will certify the final tender results. Based on preliminary results, 16,740,000 shares have been tendered, representing approximately 93.0% of the 18,000,000 outstanding shares of Ridgeline common stock. The Closing is anticipated to occur on July 16, 2024, at which time Torchlight intends to effectuate a short-form merger of Ridgeline with and into a wholly-owned subsidiary of Torchlight pursuant to Section 253 of the Delaware General Corporation Law. Accordingly, timely delivery of all items requested herein is critical to permit Torchlight and its advisors to confirm the satisfaction of all conditions to the Closing and to facilitate the orderly consummation of the transactions.
Closing / Reservation of Rights
This request is made without prejudice to any and all rights, remedies, and defenses available to Torchlight under the Agreement, at law, or in equity, and nothing contained herein shall constitute or be deemed to constitute a waiver of any condition to the Closing, or of any right to terminate, extend, or amend the Offer or the Agreement in accordance with the terms thereof. Torchlight expressly reserves the right to request additional information, documentation, or certifications as may be reasonably necessary prior to or at the Closing.
We are, as always, available to discuss any of the foregoing items, to coordinate on timing and logistics, and to work collaboratively with your team to ensure that all closing conditions are satisfied and all deliverables are in order. Please do not hesitate to contact me directly at (212) 554-7148 or at the email address set forth above with any questions or to schedule a call.
We appreciate your prompt attention to these matters and look forward to your response.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Derek Okonkwo Lead Associate, Mergers & Acquisitions 900 Third Avenue, 28th Floor New York, NY 10022
cc (via email):
Beatrice Holloway, Partner, Calderwood & Harkness LLP James Prentice, Partner, Calderwood & Harkness LLP Tiffany Rosenthal, Associate, Calderwood & Harkness LLP Patricia Edevane, General Counsel, Torchlight Mining Corp. Nils Brenner, SVP Corporate Development, Torchlight Mining Corp.

CALDERWOOD & HARKNESS LLP Attorneys at Law 900 Third Avenue, 28th Floor New York, NY 10022

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