engagement-letter-torchlight.docx

1039-00004 · Torchlight Mining Corp · Engagement

engagement-letter-torchlight.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law 900 Third Avenue, 28th Floor New York, New York 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

March 12, 2024

Patricia Edevane, Esq. General Counsel Torchlight Mining Corp. 1200 – 885 West Georgia Street Vancouver, BC V6C 3E8 Canada

Re: Engagement of Calderwood & Harkness LLP in Connection with Proposed Cash Tender Offer by Torchlight Mining Corp. for All Outstanding Common Shares of Ridgeline Cobalt Inc.

Dear Ms. Edevane:

Calderwood & Harkness LLP ("we," "our," or the "Firm") is pleased to confirm the engagement of the Firm by Torchlight Mining Corp., a corporation organized under the laws of the Province of British Columbia, Canada ("Torchlight" or the "Client"), in connection with the proposed acquisition by Torchlight of all outstanding common shares of Ridgeline Cobalt Inc., a corporation organized under the laws of the State of Delaware ("Ridgeline" or "RCI"), by means of a cash tender offer (the "Offer") at a price of $2.50 per share of common stock, par value $0.001 per share, for an aggregate consideration of approximately $45,000,000 (the "Transaction"). Ridgeline is currently listed on the NYSE American under the ticker symbol "RCI" and maintains its principal executive offices at 44 Lakeshore Drive, Suite 300, Marquette, Michigan 49855. Torchlight is currently listed on the Toronto Stock Exchange (TSX: TMC.TO) and the New York Stock Exchange (NYSE: TMC). This letter (this "Engagement Letter") sets forth the terms and conditions of our engagement and is intended to memorialize the understandings reached during our discussions with you and Mr. Nils Brenner on February 28 and March 5, 2024.

We appreciate the opportunity to work with Torchlight on this significant transaction and are confident that our experience in cross-border M&A, public company tender offers, and the mining sector will be of substantial value to the Client throughout the course of this engagement. The following paragraphs describe the scope, terms, and conditions of our representation.

1. Scope of Representation

The Firm will serve as outside legal counsel to Torchlight in connection with all phases of the Transaction, including but not limited to the following:

(a) Structuring and Planning. We will advise the Client on the overall structure of the Transaction as a two-step acquisition consisting of (i) a cash tender offer pursuant to Section 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder (including, without limitation, Rules 14d-1 through 14d-11 and Regulation 14E), followed by (ii) a short-form merger under Section 253 of the Delaware General Corporation Law ("DGCL") in the event that Torchlight acquires 90% or more of the outstanding shares of Ridgeline common stock in the Offer, or a long-form merger under Section 251 of the DGCL in the event that Torchlight acquires more than the minimum condition threshold (which we anticipate will be set at a majority of all outstanding shares) but less than 90% of the outstanding shares. Our structuring advice will encompass consideration of the minimum tender condition, conditions to closing, the interplay between the Offer and the back-end merger, the treatment of Ridgeline's outstanding equity awards and convertible notes, and the mechanics of any top-up option that may be negotiated as part of the definitive transaction agreements.

(b) SEC Filings. We will prepare and file with the United States Securities and Exchange Commission (the "SEC") all documents required in connection with the Offer, including without limitation: (i) the Schedule TO and all exhibits thereto; (ii) the Offer to Purchase; (iii) the Letter of Transmittal and Notice of Guaranteed Delivery; (iv) any amendments or supplements to the foregoing necessitated by changes in circumstances, regulatory comments, or the extension of the Offer period; and (v) such other filings under the Exchange Act as may be required in connection with the Transaction, including any Schedule 13D amendments. We will also review and comment upon Ridgeline's Schedule 14D-9 (Solicitation/Recommendation Statement) to the extent it becomes available prior to the commencement of the Offer and will advise Torchlight on any appropriate responses. In addition, we will advise on any SEC comment letters received in connection with the Transaction and will coordinate timely responses thereto.

(c) Definitive Transaction Agreements. We will draft, negotiate, and finalize the definitive Offer-to-Purchase Agreement (or Merger Agreement, as applicable) between Torchlight and Ridgeline, including all schedules, annexes, and disclosure letters. In addition, we will prepare and negotiate all ancillary agreements, including any Tender and Support Agreements to be entered into by directors, officers, and significant stockholders of Ridgeline (including, if applicable, Pinnacle Venture Resources Fund II, LP and its affiliated entities), escrow agreements to be entered into with a mutually acceptable escrow agent in connection with any holdback or indemnification escrow, letter agreements, employment-related agreements, consulting or transition services agreements, and such other instruments as may be necessary or desirable to effectuate the Transaction.

(d) Regulatory Compliance. We will advise on and assist with all regulatory filings and approvals required in connection with the Transaction, including: (i) the preparation and filing of the Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules promulgated thereunder by the Federal Trade Commission, and we will assist Torchlight in responding to any request for additional information or documentary material (commonly referred to as a "Second Request") that may be issued by the FTC or the Antitrust Division of the U.S. Department of Justice; and (ii) the preparation and filing of an application for review under the Investment Canada Act (the "ICA") to the extent required by the Transaction, including coordination with Canadian counsel retained by the Client with respect to the ICA review process and any national security review. We will also advise on any other regulatory approvals or notifications that may be identified during the course of due diligence as being required in connection with the Transaction, including under applicable state mining or environmental statutes.

(e) Due Diligence. We will conduct comprehensive legal due diligence on Ridgeline covering, among other things: (i) corporate organization, governance, and good standing; (ii) capitalization, including outstanding shares, options, warrants, convertible notes, and other derivative securities; (iii) mining title, mineral rights, leases, royalties, and related property interests; (iv) environmental compliance, permits, and liabilities, including any pending or threatened enforcement actions or remediation obligations under applicable federal, state, and local environmental laws; (v) material contracts, including supply agreements, offtake agreements, joint venture agreements, and credit facilities; (vi) pending and threatened litigation, arbitration, and regulatory proceedings; (vii) intellectual property, including patents, trademarks, and trade secrets; (viii) labor and employment matters; (ix) insurance coverage; and (x) compliance with applicable laws and regulations, including anti-corruption laws (FCPA and CFPOA) and sanctions. Upon completion of due diligence, we will prepare a comprehensive due diligence memorandum identifying key findings, risk areas, and recommended Transaction protections.

(f) Financing Matters. We will coordinate with Torchlight's treasury department and financial advisors regarding the financing of the Transaction, including any drawdowns under the existing revolving credit facility with Meridian Commercial Bank, N.A. (the "Credit Facility") and any amendments, waivers, or consents that may be required under the Credit Facility in connection with the Transaction. Our scope in this regard will include review of relevant financing documents for change-of-control or material acquisition covenants and coordination with the Client's banking counsel to the extent applicable. We do not anticipate acting as financing counsel for purposes of any new debt issuances or credit facilities, but we will advise on the intersection of financing conditions and the Offer and merger structure.

(g) Closing and Post-Closing. We will prepare all closing deliverables, including officer's certificates, secretary's certificates, certified resolutions, good standing certificates, bring-down opinions, certificates of merger (to be filed with the Secretary of State of the State of Delaware), and any other instruments required under the definitive transaction agreements. Post-closing, we will advise the Client on matters including the SEC deregistration of Ridgeline's common stock under Section 12(g) of the Exchange Act (Form 15), the suspension of Ridgeline's reporting obligations, and the delisting of Ridgeline's common stock from the NYSE American. We will also assist with the preparation and filing of any final current report on Form 8-K related to the completion of the Transaction.

(h) Tax Analysis. We will prepare internal memoranda analyzing the material U.S. and Canadian cross-border tax implications of the Transaction structure, including the potential availability and advisability of a Section 338 election under the Internal Revenue Code of 1986, as amended, considerations related to the Canada-U.S. Tax Convention, and the tax treatment of Ridgeline's outstanding convertible notes (including the implications of any conversion or cash-out of such notes in connection with the Transaction). The Firm's tax group will work closely with the M&A team to ensure that the Transaction is structured in a tax-efficient manner consistent with the Client's overall objectives. Our tax analysis will be provided for informational and planning purposes; the Client should consult with its own tax advisors and accountants regarding specific tax return positions and filings.

(i) Insurance. We will coordinate with Cartwright Insurance Group Ltd. (the Client's insurance broker) and the selected representations and warranties insurance ("R&W Insurance") underwriter regarding the placement of a buyer-side R&W Insurance policy in connection with the Transaction, including review and negotiation of the policy terms, exclusions, retention levels, and claims procedures. We will also advise on the tail directors' and officers' liability insurance coverage for Ridgeline's directors and officers as may be required under the definitive transaction agreements.

The foregoing is intended to describe the general scope of our engagement. As the Transaction progresses, additional matters may arise that are reasonably related to the Transaction, and we will discuss with you the scope and budgetary implications of any such additional matters before undertaking them.

2. Exclusions and Limitations on Scope

Notwithstanding the broad scope of our representation set forth above, this engagement does not include representation in connection with the following matters:

(a) Canadian securities law matters, including compliance with applicable Canadian provincial securities laws, the rules and policies of any Canadian securities regulatory authority, or the Toronto Stock Exchange. The Client may engage separate Canadian counsel for such matters, and we will cooperate with any such counsel as directed by the Client.

(b) Ontario or Michigan mining regulatory proceedings, except to the extent that such proceedings directly relate to closing conditions of the Transaction or are identified during due diligence as material to the consummation of the Offer or the back-end merger.

(c) Environmental remediation or compliance advice beyond the scope of Transaction-related due diligence. We will identify environmental risks and liabilities in our due diligence review, but the Firm does not provide environmental engineering, remediation design, or ongoing environmental compliance advisory services.

(d) Any shareholder litigation or appraisal proceedings that may arise in connection with the Transaction, whether brought by stockholders of Ridgeline under Section 262 of the DGCL or otherwise. If such litigation or proceedings arise, we would be pleased to discuss a separate engagement to handle such matters or to assist in the identification of appropriate litigation counsel.

(e) Tax return preparation or filing for the Client, Ridgeline, or any of their respective affiliates.

This engagement covers only the Transaction described in this Engagement Letter and does not extend to any other matters involving the Client, Ridgeline, or any of their respective affiliates, subsidiaries, or related parties, unless separately agreed in writing by the Firm and the Client.

3. Engagement Team

The following attorneys have been assigned to this engagement and will form the core engagement team:

Responsible Partner: Beatrice Holloway. Ms. Holloway is a Partner in the Firm's Mergers & Acquisitions Group and will have overall responsibility for the engagement, including strategic advice to the Client, participation in senior-level negotiations with Ridgeline and its counsel, review and supervision of all material documents and SEC filings, and relationship management with the Client's Board of Directors and senior management as needed. Ms. Holloway has extensive experience representing acquirers in contested and negotiated tender offers and has advised on more than 60 public company M&A transactions over the course of her career.

Billing Partner: James Prentice. Mr. Prentice is a Partner in the Firm's Mergers & Acquisitions Group and will serve as the billing partner for this engagement. Mr. Prentice will be available for substantive matters as needed and will assist Ms. Holloway in supervising the work of the engagement team. Mr. Prentice will be responsible for the preparation and issuance of monthly invoices and for addressing any questions or concerns the Client may have regarding billing.

Lead Associate: Derek Okonkwo. Mr. Okonkwo is a senior Associate in the Firm's Mergers & Acquisitions Group and will be responsible for day-to-day management of the Transaction, including the initial drafting of principal documents (the Schedule TO, Offer to Purchase, Letter of Transmittal, and definitive transaction agreements), preparation of regulatory analysis memoranda, coordination and management of the due diligence process, and maintenance of the Transaction timetable and closing checklist. Mr. Okonkwo will serve as the primary point of contact for routine matters and day-to-day questions from the Client's corporate development team.

Working Associate: Tiffany Rosenthal. Ms. Rosenthal is an Associate in the Firm's Mergers & Acquisitions Group and will assist with due diligence review and analysis, preparation of ancillary documents (including tender and support agreements, escrow agreements, and officer's certificates), legal research, and closing logistics. Ms. Rosenthal will work under the supervision of Mr. Okonkwo and will be responsible for maintaining the virtual data room index and coordinating document requests with Ridgeline's counsel.

In addition to the core engagement team described above, other attorneys, paralegals, and professional staff of the Firm may be assigned to the engagement from time to time as workload and specialized expertise require, including members of the Firm's Tax, Securities, Antitrust, and Environmental Practice Groups. Any such assignments will be made in consultation with the Client's primary contacts, and the rates of such additional personnel will be communicated to the Client promptly upon their assignment.

4. Client Contacts

The Firm's primary contacts at Torchlight for purposes of this engagement will be:

• Patricia Edevane, Esq., General Counsel, Torchlight Mining Corp.

• Nils Brenner, Senior Vice President, Corporate Development, Torchlight Mining Corp.

All privileged communications relating to the Transaction will be directed through Ms. Edevane unless otherwise agreed in writing. The Client acknowledges that communications with Mr. Brenner and other members of the Torchlight corporate development team regarding Transaction-related matters are made at the Client's direction and with the expectation that such communications will be treated as confidential and, where applicable, subject to the attorney-client privilege and work product doctrine. We encourage the Client to limit the internal distribution of privileged communications to those individuals with a need to know in order to preserve the integrity of the privilege.

5. Fees and Billing Arrangements

(a) Hourly Rates. The Firm will bill for professional services on an hourly basis at the standard rates of the attorneys and professional staff assigned to this matter. The current standard hourly rates for the engagement team are as follows:

The rates set forth above are the Firm's standard rates in effect as of the date of this Engagement Letter. The Firm's hourly rates are subject to annual adjustment, typically effective January 1 of each year, and the Client will be notified in advance of any rate changes. Based on the anticipated composition of the engagement team and the expected allocation of work, the blended rate across the team is estimated at approximately $785 per hour.

(b) Fee Estimate. Based on our current understanding of the Transaction, the anticipated scope of work, and the projected timeline for the Offer and back-end merger, we estimate that total legal fees for this engagement will be in the range of $480,000 to $540,000. This estimate is based on the following assumptions: (i) a Transaction timeline of approximately four to five months from the date of this Engagement Letter through closing; (ii) a customary scope of legal due diligence conducted through a virtual data room with reasonable cooperation from Ridgeline and its counsel; (iii) one set of HSR Act premerger notification filings and one Investment Canada Act filing, with clearance obtained in the ordinary course without a Second Request or extended national security review; (iv) negotiation and execution of definitive transaction agreements in a timeframe consistent with transactions of similar size and complexity; and (v) a closing occurring in the normal course without material litigation or regulatory challenges. This estimate is provided for the Client's internal budgeting purposes only and does not constitute a cap, a maximum fee, or a fixed fee arrangement. Actual fees may vary, and may be higher or lower than the estimate, depending upon, among other things, the complexity and duration of negotiations with Ridgeline and its advisors, the nature and extent of regulatory review and any conditions imposed by regulatory authorities, the volume and complexity of due diligence findings, responses and cooperation (or lack thereof) from third parties, the need for additional or specialized legal analysis, and other factors that are difficult to predict and that may be outside the Firm's control. We will endeavor to keep the Client informed of the progress of fees relative to the estimate and will promptly communicate any developments that are likely to cause actual fees to exceed the estimated range.

(c) Disbursements and Expenses. In addition to professional fees, the Client will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with the engagement, including but not limited to: (i) filing fees, including the HSR Act filing fee (currently $111,000 for transactions of this size under the applicable fee schedule); (ii) SEC filing and EDGAR-related fees; (iii) travel expenses, including airfare, lodging, ground transportation, and meals, incurred in connection with due diligence, negotiations, closings, or other Transaction-related activities; (iv) document reproduction and printing costs; (v) overnight delivery and courier charges; (vi) computerized legal research and database charges (including Westlaw, Calderon Systems, and specialized M&A databases); (vii) long-distance telephone and teleconference charges; and (viii) messenger services. The Firm will endeavor to manage disbursements prudently. Significant individual disbursements (in excess of $5,000 individually) will be discussed with the Client in advance where practicable. Travel will be booked in accordance with the Firm's standard travel policies, which generally provide for coach-class airfare for domestic flights of less than four hours, business-class airfare for longer domestic or international flights, and moderately priced hotel accommodations.

(d) Billing Cycle. Invoices for professional fees and disbursements will be rendered on a monthly basis, generally within fifteen (15) business days following the end of each calendar month. Each invoice will include a summary of professional fees by attorney, a description of the services rendered, and an itemization of disbursements. Payment is due within thirty (30) days of the date of each invoice. The Firm reserves the right to charge interest on any amounts that remain outstanding beyond thirty (30) days of the invoice date at the rate of 1.0% per month (12.0% per annum), or the maximum rate permitted by applicable law, whichever is less. The Client's obligation to pay fees and disbursements is not contingent upon the successful completion of the Transaction or any particular outcome.

(e) Retainer. No retainer or advance deposit is required for this engagement. The Firm reserves the right to request a retainer in the future if circumstances warrant, including in the event that invoices are not paid in a timely manner.

6. Engagement of Third-Party Advisors

The Firm understands that Torchlight has separately engaged Blackford Ames Securities LLC ("Blackford Ames") as its financial advisor in connection with the Transaction, with Richard Capewell, Managing Director, serving as the lead engagement professional for Blackford Ames. The Firm will coordinate with Blackford Ames on Transaction structuring, valuation analysis, the fairness opinion process (to the extent Blackford Ames has been engaged to deliver a fairness opinion), and SEC disclosure matters, in each case as directed by the Client. We anticipate that such coordination will include joint working group calls, shared drafting responsibilities with respect to certain portions of the Offer to Purchase (including financial data and background of the Transaction sections), and collaborative review of regulatory filings.

The Firm may also coordinate with Fessenden & Co., CPA ("Fessenden"), Torchlight's independent auditor, with Christine Maheux, CPA serving as the lead engagement partner for Fessenden. Such coordination may involve financial and accounting matters relevant to the Transaction, including the review of Ridgeline's historical financial statements, pro forma financial information, and any accounting considerations related to purchase price allocation, goodwill, and intangible asset recognition.

The fees and expenses of Blackford Ames, Fessenden, and all other third-party advisors engaged by the Client are the sole responsibility of the Client and are not included in the Firm's fee estimates set forth in Section 5 above. The Firm assumes no responsibility for the work product, opinions, or advice provided by any third-party advisor.

7. Conflicts of Interest

The Firm has conducted a comprehensive conflicts check based on information currently available to us, including information provided by the Client and publicly available information regarding the parties to the Transaction, and confirms the following:

(a) The Firm does not currently represent, and has not within the past twenty-four (24) months represented, Ridgeline Cobalt Inc., Pinnacle Venture Resources Fund II, LP, Pinnacle Venture Resources GP II, LLC, or any director or officer of Ridgeline in any matter.

(b) The Firm does not currently represent any party adverse to Torchlight in any matter related to the Transaction.

The Client acknowledges that the Firm is a large, multi-practice law firm with a diverse client base spanning numerous industries and jurisdictions. The Firm may currently represent, and may in the future represent, other clients in matters unrelated to this Transaction that may involve entities operating in the mining, natural resources, chemicals, or financial services sectors, or that may involve entities with which Torchlight or Ridgeline has a commercial relationship. The Client consents to the Firm's continued representation of such other clients in matters unrelated to this Transaction, provided that the Firm will not undertake to represent any person or entity in connection with any transaction that is directly competitive with or materially adverse to the Transaction without the prior written consent of the Client.

If an actual or potential conflict of interest arises during the course of this engagement, the Firm will promptly notify the Client and discuss appropriate steps to address such conflict. Depending on the nature and severity of the conflict, such steps may include obtaining informed written consent from all affected parties in accordance with the applicable Rules of Professional Conduct, implementing appropriate information barriers (ethical screens) within the Firm, or, if the conflict cannot be satisfactorily resolved, withdrawing from the representation of the Client or the conflicting party, as appropriate.

8. Confidentiality

The Firm will maintain the confidentiality of all information provided by or on behalf of the Client in connection with this engagement, including without limitation information relating to the Transaction, the Client's business, operations, financial condition, strategies, and proprietary data (collectively, "Confidential Information"), in accordance with the Firm's professional and ethical obligations under the New York Rules of Professional Conduct and applicable law.

The Firm will not disclose Confidential Information to any third party without the Client's prior consent, except: (a) to the extent required by applicable law, court order, subpoena, or regulatory requirement, in which case the Firm will provide advance notice to the Client where practicable and will cooperate with the Client in seeking to limit or protect the scope of any such disclosure; (b) as necessary in connection with the preparation and filing of SEC filings, regulatory submissions, and other documents related to the Transaction, where such disclosure has been authorized or directed by the Client; and (c) to the Firm's personnel and agents who have a need to know such information in connection with the performance of services under this engagement and who are subject to obligations of confidentiality.

9. Document Retention

Upon completion or termination of this engagement, the Firm will retain engagement files in accordance with its standard document retention policies, which are summarized below:

(a) Client Documents. Original documents and instruments belonging to the Client that were provided to the Firm in connection with the engagement will be returned to the Client upon written request. To the extent that such documents exist in electronic form, the Firm will provide electronic copies to the Client.

(b) Firm Work Product. The Firm's internal work product, including drafts, notes, memoranda, research, internal communications, and attorney work product prepared in connection with the engagement, will be retained by the Firm. Such materials may be destroyed after a period consistent with the Firm's standard retention schedule, which currently provides for retention of closed engagement files for a period of seven (7) years from the date of engagement conclusion, unless the Client requests longer retention in writing prior to the expiration of such period.

(c) Electronic Records. Electronic records related to the engagement, including emails, electronic documents, and database records, will be retained and disposed of in accordance with the same schedule applicable to the Firm's document retention policies for paper files.

The Client acknowledges that the Firm may, at its discretion, convert paper files to electronic format and dispose of the paper originals after such conversion, provided that the electronic copies are maintained for the applicable retention period.

10. Termination of Engagement

Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. Such notice may be provided by email to the primary contacts identified herein, followed by confirmation by overnight courier or certified mail.

Upon termination of the engagement by either party: (a) the Client will be responsible for payment of all fees and disbursements incurred by the Firm through the date of termination, including fees for work in progress; (b) the Firm will take all reasonable steps to protect the Client's interests during any transition period, including the preservation of deadlines and the safeguarding of Client documents and Confidential Information; and (c) if requested by the Client, the Firm will cooperate in the orderly transfer of the matter to successor counsel designated by the Client, including the transfer of relevant files, documents, and work product (subject to the Firm's lien rights for unpaid fees, if any, to the extent permitted by applicable law and the Rules of Professional Conduct).

The Firm's right to terminate this engagement is subject to its obligations under the applicable Rules of Professional Conduct, including the obligation to take reasonable steps to avoid foreseeable prejudice to the Client's interests. In the event that the Firm seeks to withdraw from the engagement, the Firm will provide the Client with reasonable advance notice and will seek the Client's consent, or if necessary, permission from the applicable court or regulatory body.

11. Limitation of Liability

To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client in connection with this engagement, whether based in contract, tort, negligence, strict liability, or otherwise, shall not exceed the total amount of professional fees actually paid by the Client to the Firm for services rendered under this Engagement Letter. This limitation of liability shall not apply in cases of the Firm's willful misconduct or gross negligence.

In no event shall the Firm be liable to the Client for any consequential, incidental, indirect, punitive, special, or exemplary damages arising out of or in connection with this engagement, including without limitation lost profits, lost business opportunities, diminution in value, or damages resulting from the failure to consummate the Transaction, regardless of whether the Firm was advised of the possibility of such damages.

The Client acknowledges that the limitations set forth in this Section 11 are a material part of the basis on which the Firm has agreed to provide legal services under this Engagement Letter and that the Firm's fees reflect the allocation of risk embodied in these limitations.

12. Governing Law and Dispute Resolution

This Engagement Letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. The Client irrevocably submits to the personal jurisdiction of the federal and state courts located in the County of New York, State of New York, for any action arising out of or relating to this Engagement Letter that is not subject to arbitration as provided below.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, including any dispute regarding the scope, interpretation, or validity of this arbitration provision, shall be resolved by binding arbitration in New York, New York, administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a panel of one (1) arbitrator selected in accordance with the AAA's rules. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction. The arbitrator's decision shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that the circumstances warrant an award of costs and fees to the prevailing party.

13. No Guarantee of Outcome

The Firm will use its best professional efforts in providing legal services to the Client in connection with this engagement. However, the Client acknowledges and agrees that the practice of law involves inherent uncertainties and that the Firm makes no guarantee, warranty, or representation regarding the outcome of the Transaction or any aspect thereof. Without limitation, the Firm does not guarantee or warrant: (a) the success of the Offer or the level of shareholder tender; (b) the receipt of regulatory clearances under the HSR Act, the Investment Canada Act, or any other applicable law; (c) the absence of litigation, regulatory challenges, or competing offers; (d) the consummation of the short-form merger or long-form merger following the completion of the Offer; or (e) any particular tax treatment or financial outcome associated with the Transaction. The Client further acknowledges that the outcome of the Transaction may be affected by factors beyond the control of the Firm, including the actions and decisions of Ridgeline, its board of directors, its stockholders, regulatory authorities, and other third parties.

14. Entire Agreement and Amendments

This Engagement Letter constitutes the entire agreement between the Firm and the Client regarding the terms and conditions of the Firm's engagement in connection with the Transaction and supersedes all prior discussions, understandings, negotiations, and agreements between the parties relating hereto, whether written or oral. There are no representations, warranties, or commitments by either party that are not set forth in this Engagement Letter.

This Engagement Letter may be amended, modified, or supplemented only by a written instrument signed by an authorized representative of each of the Firm and the Client. No waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by the party granting such waiver. The failure of either party to enforce any provision of this Engagement Letter shall not constitute a waiver of such provision or the right to enforce it at a later time.

15. Acceptance and Countersignature

If the foregoing terms are acceptable to Torchlight, please confirm the Client's acceptance of the terms of this engagement by having an authorized representative of the Client sign and date this Engagement Letter in the space provided below and return an executed copy to the undersigned at the following address:

Beatrice Holloway, Partner Calderwood & Harkness LLP 900 Third Avenue, 28th Floor New York, New York 10022

Email: bholloway@calderwoodharkness.com

An executed copy may be returned by hand delivery, overnight courier, or email (as a scanned PDF), with the original to follow by mail. This Engagement Letter will become effective upon receipt by the Firm of the Client's executed copy.

We look forward to working with you and the Torchlight team on this important transaction. Please do not hesitate to contact Beatrice Holloway or James Prentice if you have any questions regarding the terms of this Engagement Letter or any other aspect of the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Beatrice Holloway

Title: Partner

By: ________

Name: James Prentice

Title: Partner

AGREED AND ACCEPTED:

TORCHLIGHT MINING CORP.

By: ________

Name: Patricia Edevane

Title: General Counsel

Date: ________

Address:

1200 – 885 West Georgia Street Vancouver, BC V6C 3E8 Canada

cc: Henrik Aldermann, Chief Executive Officer, Torchlight Mining Corp. cc: Nils Brenner, Senior Vice President, Corporate Development, Torchlight Mining Corp. cc: Marguerite Soo-Chan, Chief Financial Officer, Torchlight Mining Corp.

Professional	Title	Standard Hourly Rate
Beatrice Holloway	Partner	$1,175
James Prentice	Partner	$1,125
Derek Okonkwo	Senior Associate	$695
Tiffany Rosenthal	Associate	$575
Other Partners	Partner (as assigned)	$950 – $1,250
Other Associates	Associate (as assigned)	$475 – $750
Paralegals / Legal Assistants	—	$275 – $375

CALDERWOOD & HARKNESS LLP Attorneys at Law 900 Third Avenue, 28th Floor New York, New York 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
March 12, 2024
Patricia Edevane, Esq. General Counsel Torchlight Mining Corp. 1200 – 885 West Georgia Street Vancouver, BC V6C 3E8 Canada
Re: Engagement of Calderwood & Harkness LLP in Connection with Proposed Cash Tender Offer by Torchlight Mining Corp. for All Outstanding Common Shares of Ridgeline Cobalt Inc.
Dear Ms. Edevane:
Calderwood & Harkness LLP ("we," "our," or the "Firm") is pleased to confirm the engagement of the Firm by Torchlight Mining Corp., a corporation organized under the laws of the Province of British Columbia, Canada ("Torchlight" or the "Client"), in connection with the proposed acquisition by Torchlight of all outstanding common shares of Ridgeline Cobalt Inc., a corporation organized under the laws of the State of Delaware ("Ridgeline" or "RCI"), by means of a cash tender offer (the "Offer") at a price of $2.50 per share of common stock, par value $0.001 per share, for an aggregate consideration of approximately $45,000,000 (the "Transaction"). Ridgeline is currently listed on the NYSE American under the ticker symbol "RCI" and maintains its principal executive offices at 44 Lakeshore Drive, Suite 300, Marquette, Michigan 49855. Torchlight is currently listed on the Toronto Stock Exchange (TSX: TMC.TO) and the New York Stock Exchange (NYSE: TMC). This letter (this "Engagement Letter") sets forth the terms and conditions of our engagement and is intended to memorialize the understandings reached during our discussions with you and Mr. Nils Brenner on February 28 and March 5, 2024.
We appreciate the opportunity to work with Torchlight on this significant transaction and are confident that our experience in cross-border M&A, public company tender offers, and the mining sector will be of substantial value to the Client throughout the course of this engagement. The following paragraphs describe the scope, terms, and conditions of our representation.
1. Scope of Representation
The Firm will serve as outside legal counsel to Torchlight in connection with all phases of the Transaction, including but not limited to the following:
(a) Structuring and Planning. We will advise the Client on the overall structure of the Transaction as a two-step acquisition consisting of (i) a cash tender offer pursuant to Section 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder (including, without limitation, Rules 14d-1 through 14d-11 and Regulation 14E), followed by (ii) a short-form merger under Section 253 of the Delaware General Corporation Law ("DGCL") in the event that Torchlight acquires 90% or more of the outstanding shares of Ridgeline common stock in the Offer, or a long-form merger under Section 251 of the DGCL in the event that Torchlight acquires more than the minimum condition threshold (which we anticipate will be set at a majority of all outstanding shares) but less than 90% of the outstanding shares. Our structuring advice will encompass consideration of the minimum tender condition, conditions to closing, the interplay between the Offer and the back-end merger, the treatment of Ridgeline's outstanding equity awards and convertible notes, and the mechanics of any top-up option that may be negotiated as part of the definitive transaction agreements.
(b) SEC Filings. We will prepare and file with the United States Securities and Exchange Commission (the "SEC") all documents required in connection with the Offer, including without limitation: (i) the Schedule TO and all exhibits thereto; (ii) the Offer to Purchase; (iii) the Letter of Transmittal and Notice of Guaranteed Delivery; (iv) any amendments or supplements to the foregoing necessitated by changes in circumstances, regulatory comments, or the extension of the Offer period; and (v) such other filings under the Exchange Act as may be required in connection with the Transaction, including any Schedule 13D amendments. We will also review and comment upon Ridgeline's Schedule 14D-9 (Solicitation/Recommendation Statement) to the extent it becomes available prior to the commencement of the Offer and will advise Torchlight on any appropriate responses. In addition, we will advise on any SEC comment letters received in connection with the Transaction and will coordinate timely responses thereto.
(c) Definitive Transaction Agreements. We will draft, negotiate, and finalize the definitive Offer-to-Purchase Agreement (or Merger Agreement, as applicable) between Torchlight and Ridgeline, including all schedules, annexes, and disclosure letters. In addition, we will prepare and negotiate all ancillary agreements, including any Tender and Support Agreements to be entered into by directors, officers, and significant stockholders of Ridgeline (including, if applicable, Pinnacle Venture Resources Fund II, LP and its affiliated entities), escrow agreements to be entered into with a mutually acceptable escrow agent in connection with any holdback or indemnification escrow, letter agreements, employment-related agreements, consulting or transition services agreements, and such other instruments as may be necessary or desirable to effectuate the Transaction.
(d) Regulatory Compliance. We will advise on and assist with all regulatory filings and approvals required in connection with the Transaction, including: (i) the preparation and filing of the Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules promulgated thereunder by the Federal Trade Commission, and we will assist Torchlight in responding to any request for additional information or documentary material (commonly referred to as a "Second Request") that may be issued by the FTC or the Antitrust Division of the U.S. Department of Justice; and (ii) the preparation and filing of an application for review under the Investment Canada Act (the "ICA") to the extent required by the Transaction, including coordination with Canadian counsel retained by the Client with respect to the ICA review process and any national security review. We will also advise on any other regulatory approvals or notifications that may be identified during the course of due diligence as being required in connection with the Transaction, including under applicable state mining or environmental statutes.
(e) Due Diligence. We will conduct comprehensive legal due diligence on Ridgeline covering, among other things: (i) corporate organization, governance, and good standing; (ii) capitalization, including outstanding shares, options, warrants, convertible notes, and other derivative securities; (iii) mining title, mineral rights, leases, royalties, and related property interests; (iv) environmental compliance, permits, and liabilities, including any pending or threatened enforcement actions or remediation obligations under applicable federal, state, and local environmental laws; (v) material contracts, including supply agreements, offtake agreements, joint venture agreements, and credit facilities; (vi) pending and threatened litigation, arbitration, and regulatory proceedings; (vii) intellectual property, including patents, trademarks, and trade secrets; (viii) labor and employment matters; (ix) insurance coverage; and (x) compliance with applicable laws and regulations, including anti-corruption laws (FCPA and CFPOA) and sanctions. Upon completion of due diligence, we will prepare a comprehensive due diligence memorandum identifying key findings, risk areas, and recommended Transaction protections.
(f) Financing Matters. We will coordinate with Torchlight's treasury department and financial advisors regarding the financing of the Transaction, including any drawdowns under the existing revolving credit facility with Meridian Commercial Bank, N.A. (the "Credit Facility") and any amendments, waivers, or consents that may be required under the Credit Facility in connection with the Transaction. Our scope in this regard will include review of relevant financing documents for change-of-control or material acquisition covenants and coordination with the Client's banking counsel to the extent applicable. We do not anticipate acting as financing counsel for purposes of any new debt issuances or credit facilities, but we will advise on the intersection of financing conditions and the Offer and merger structure.
(g) Closing and Post-Closing. We will prepare all closing deliverables, including officer's certificates, secretary's certificates, certified resolutions, good standing certificates, bring-down opinions, certificates of merger (to be filed with the Secretary of State of the State of Delaware), and any other instruments required under the definitive transaction agreements. Post-closing, we will advise the Client on matters including the SEC deregistration of Ridgeline's common stock under Section 12(g) of the Exchange Act (Form 15), the suspension of Ridgeline's reporting obligations, and the delisting of Ridgeline's common stock from the NYSE American. We will also assist with the preparation and filing of any final current report on Form 8-K related to the completion of the Transaction.
(h) Tax Analysis. We will prepare internal memoranda analyzing the material U.S. and Canadian cross-border tax implications of the Transaction structure, including the potential availability and advisability of a Section 338 election under the Internal Revenue Code of 1986, as amended, considerations related to the Canada-U.S. Tax Convention, and the tax treatment of Ridgeline's outstanding convertible notes (including the implications of any conversion or cash-out of such notes in connection with the Transaction). The Firm's tax group will work closely with the M&A team to ensure that the Transaction is structured in a tax-efficient manner consistent with the Client's overall objectives. Our tax analysis will be provided for informational and planning purposes; the Client should consult with its own tax advisors and accountants regarding specific tax return positions and filings.
(i) Insurance. We will coordinate with Cartwright Insurance Group Ltd. (the Client's insurance broker) and the selected representations and warranties insurance ("R&W Insurance") underwriter regarding the placement of a buyer-side R&W Insurance policy in connection with the Transaction, including review and negotiation of the policy terms, exclusions, retention levels, and claims procedures. We will also advise on the tail directors' and officers' liability insurance coverage for Ridgeline's directors and officers as may be required under the definitive transaction agreements.
The foregoing is intended to describe the general scope of our engagement. As the Transaction progresses, additional matters may arise that are reasonably related to the Transaction, and we will discuss with you the scope and budgetary implications of any such additional matters before undertaking them.
2. Exclusions and Limitations on Scope
Notwithstanding the broad scope of our representation set forth above, this engagement does not include representation in connection with the following matters:
(a) Canadian securities law matters, including compliance with applicable Canadian provincial securities laws, the rules and policies of any Canadian securities regulatory authority, or the Toronto Stock Exchange. The Client may engage separate Canadian counsel for such matters, and we will cooperate with any such counsel as directed by the Client.
(b) Ontario or Michigan mining regulatory proceedings, except to the extent that such proceedings directly relate to closing conditions of the Transaction or are identified during due diligence as material to the consummation of the Offer or the back-end merger.
(c) Environmental remediation or compliance advice beyond the scope of Transaction-related due diligence. We will identify environmental risks and liabilities in our due diligence review, but the Firm does not provide environmental engineering, remediation design, or ongoing environmental compliance advisory services.
(d) Any shareholder litigation or appraisal proceedings that may arise in connection with the Transaction, whether brought by stockholders of Ridgeline under Section 262 of the DGCL or otherwise. If such litigation or proceedings arise, we would be pleased to discuss a separate engagement to handle such matters or to assist in the identification of appropriate litigation counsel.
(e) Tax return preparation or filing for the Client, Ridgeline, or any of their respective affiliates.
This engagement covers only the Transaction described in this Engagement Letter and does not extend to any other matters involving the Client, Ridgeline, or any of their respective affiliates, subsidiaries, or related parties, unless separately agreed in writing by the Firm and the Client.
3. Engagement Team
The following attorneys have been assigned to this engagement and will form the core engagement team:
Responsible Partner: Beatrice Holloway. Ms. Holloway is a Partner in the Firm's Mergers & Acquisitions Group and will have overall responsibility for the engagement, including strategic advice to the Client, participation in senior-level negotiations with Ridgeline and its counsel, review and supervision of all material documents and SEC filings, and relationship management with the Client's Board of Directors and senior management as needed. Ms. Holloway has extensive experience representing acquirers in contested and negotiated tender offers and has advised on more than 60 public company M&A transactions over the course of her career.
Billing Partner: James Prentice. Mr. Prentice is a Partner in the Firm's Mergers & Acquisitions Group and will serve as the billing partner for this engagement. Mr. Prentice will be available for substantive matters as needed and will assist Ms. Holloway in supervising the work of the engagement team. Mr. Prentice will be responsible for the preparation and issuance of monthly invoices and for addressing any questions or concerns the Client may have regarding billing.
Lead Associate: Derek Okonkwo. Mr. Okonkwo is a senior Associate in the Firm's Mergers & Acquisitions Group and will be responsible for day-to-day management of the Transaction, including the initial drafting of principal documents (the Schedule TO, Offer to Purchase, Letter of Transmittal, and definitive transaction agreements), preparation of regulatory analysis memoranda, coordination and management of the due diligence process, and maintenance of the Transaction timetable and closing checklist. Mr. Okonkwo will serve as the primary point of contact for routine matters and day-to-day questions from the Client's corporate development team.
Working Associate: Tiffany Rosenthal. Ms. Rosenthal is an Associate in the Firm's Mergers & Acquisitions Group and will assist with due diligence review and analysis, preparation of ancillary documents (including tender and support agreements, escrow agreements, and officer's certificates), legal research, and closing logistics. Ms. Rosenthal will work under the supervision of Mr. Okonkwo and will be responsible for maintaining the virtual data room index and coordinating document requests with Ridgeline's counsel.
In addition to the core engagement team described above, other attorneys, paralegals, and professional staff of the Firm may be assigned to the engagement from time to time as workload and specialized expertise require, including members of the Firm's Tax, Securities, Antitrust, and Environmental Practice Groups. Any such assignments will be made in consultation with the Client's primary contacts, and the rates of such additional personnel will be communicated to the Client promptly upon their assignment.
4. Client Contacts
The Firm's primary contacts at Torchlight for purposes of this engagement will be:
•  Patricia Edevane, Esq., General Counsel, Torchlight Mining Corp.
•  Nils Brenner, Senior Vice President, Corporate Development, Torchlight Mining Corp.
All privileged communications relating to the Transaction will be directed through Ms. Edevane unless otherwise agreed in writing. The Client acknowledges that communications with Mr. Brenner and other members of the Torchlight corporate development team regarding Transaction-related matters are made at the Client's direction and with the expectation that such communications will be treated as confidential and, where applicable, subject to the attorney-client privilege and work product doctrine. We encourage the Client to limit the internal distribution of privileged communications to those individuals with a need to know in order to preserve the integrity of the privilege.
5. Fees and Billing Arrangements
(a) Hourly Rates. The Firm will bill for professional services on an hourly basis at the standard rates of the attorneys and professional staff assigned to this matter. The current standard hourly rates for the engagement team are as follows:
The rates set forth above are the Firm's standard rates in effect as of the date of this Engagement Letter. The Firm's hourly rates are subject to annual adjustment, typically effective January 1 of each year, and the Client will be notified in advance of any rate changes. Based on the anticipated composition of the engagement team and the expected allocation of work, the blended rate across the team is estimated at approximately $785 per hour.
(b) Fee Estimate. Based on our current understanding of the Transaction, the anticipated scope of work, and the projected timeline for the Offer and back-end merger, we estimate that total legal fees for this engagement will be in the range of $480,000 to $540,000. This estimate is based on the following assumptions: (i) a Transaction timeline of approximately four to five months from the date of this Engagement Letter through closing; (ii) a customary scope of legal due diligence conducted through a virtual data room with reasonable cooperation from Ridgeline and its counsel; (iii) one set of HSR Act premerger notification filings and one Investment Canada Act filing, with clearance obtained in the ordinary course without a Second Request or extended national security review; (iv) negotiation and execution of definitive transaction agreements in a timeframe consistent with transactions of similar size and complexity; and (v) a closing occurring in the normal course without material litigation or regulatory challenges. This estimate is provided for the Client's internal budgeting purposes only and does not constitute a cap, a maximum fee, or a fixed fee arrangement. Actual fees may vary, and may be higher or lower than the estimate, depending upon, among other things, the complexity and duration of negotiations with Ridgeline and its advisors, the nature and extent of regulatory review and any conditions imposed by regulatory authorities, the volume and complexity of due diligence findings, responses and cooperation (or lack thereof) from third parties, the need for additional or specialized legal analysis, and other factors that are difficult to predict and that may be outside the Firm's control. We will endeavor to keep the Client informed of the progress of fees relative to the estimate and will promptly communicate any developments that are likely to cause actual fees to exceed the estimated range.
(c) Disbursements and Expenses. In addition to professional fees, the Client will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with the engagement, including but not limited to: (i) filing fees, including the HSR Act filing fee (currently $111,000 for transactions of this size under the applicable fee schedule); (ii) SEC filing and EDGAR-related fees; (iii) travel expenses, including airfare, lodging, ground transportation, and meals, incurred in connection with due diligence, negotiations, closings, or other Transaction-related activities; (iv) document reproduction and printing costs; (v) overnight delivery and courier charges; (vi) computerized legal research and database charges (including Westlaw, Calderon Systems, and specialized M&A databases); (vii) long-distance telephone and teleconference charges; and (viii) messenger services. The Firm will endeavor to manage disbursements prudently. Significant individual disbursements (in excess of $5,000 individually) will be discussed with the Client in advance where practicable. Travel will be booked in accordance with the Firm's standard travel policies, which generally provide for coach-class airfare for domestic flights of less than four hours, business-class airfare for longer domestic or international flights, and moderately priced hotel accommodations.
(d) Billing Cycle. Invoices for professional fees and disbursements will be rendered on a monthly basis, generally within fifteen (15) business days following the end of each calendar month. Each invoice will include a summary of professional fees by attorney, a description of the services rendered, and an itemization of disbursements. Payment is due within thirty (30) days of the date of each invoice. The Firm reserves the right to charge interest on any amounts that remain outstanding beyond thirty (30) days of the invoice date at the rate of 1.0% per month (12.0% per annum), or the maximum rate permitted by applicable law, whichever is less. The Client's obligation to pay fees and disbursements is not contingent upon the successful completion of the Transaction or any particular outcome.
(e) Retainer. No retainer or advance deposit is required for this engagement. The Firm reserves the right to request a retainer in the future if circumstances warrant, including in the event that invoices are not paid in a timely manner.
6. Engagement of Third-Party Advisors
The Firm understands that Torchlight has separately engaged Blackford Ames Securities LLC ("Blackford Ames") as its financial advisor in connection with the Transaction, with Richard Capewell, Managing Director, serving as the lead engagement professional for Blackford Ames. The Firm will coordinate with Blackford Ames on Transaction structuring, valuation analysis, the fairness opinion process (to the extent Blackford Ames has been engaged to deliver a fairness opinion), and SEC disclosure matters, in each case as directed by the Client. We anticipate that such coordination will include joint working group calls, shared drafting responsibilities with respect to certain portions of the Offer to Purchase (including financial data and background of the Transaction sections), and collaborative review of regulatory filings.
The Firm may also coordinate with Fessenden & Co., CPA ("Fessenden"), Torchlight's independent auditor, with Christine Maheux, CPA serving as the lead engagement partner for Fessenden. Such coordination may involve financial and accounting matters relevant to the Transaction, including the review of Ridgeline's historical financial statements, pro forma financial information, and any accounting considerations related to purchase price allocation, goodwill, and intangible asset recognition.
The fees and expenses of Blackford Ames, Fessenden, and all other third-party advisors engaged by the Client are the sole responsibility of the Client and are not included in the Firm's fee estimates set forth in Section 5 above. The Firm assumes no responsibility for the work product, opinions, or advice provided by any third-party advisor.
7. Conflicts of Interest
The Firm has conducted a comprehensive conflicts check based on information currently available to us, including information provided by the Client and publicly available information regarding the parties to the Transaction, and confirms the following:
(a) The Firm does not currently represent, and has not within the past twenty-four (24) months represented, Ridgeline Cobalt Inc., Pinnacle Venture Resources Fund II, LP, Pinnacle Venture Resources GP II, LLC, or any director or officer of Ridgeline in any matter.
(b) The Firm does not currently represent any party adverse to Torchlight in any matter related to the Transaction.
The Client acknowledges that the Firm is a large, multi-practice law firm with a diverse client base spanning numerous industries and jurisdictions. The Firm may currently represent, and may in the future represent, other clients in matters unrelated to this Transaction that may involve entities operating in the mining, natural resources, chemicals, or financial services sectors, or that may involve entities with which Torchlight or Ridgeline has a commercial relationship. The Client consents to the Firm's continued representation of such other clients in matters unrelated to this Transaction, provided that the Firm will not undertake to represent any person or entity in connection with any transaction that is directly competitive with or materially adverse to the Transaction without the prior written consent of the Client.
If an actual or potential conflict of interest arises during the course of this engagement, the Firm will promptly notify the Client and discuss appropriate steps to address such conflict. Depending on the nature and severity of the conflict, such steps may include obtaining informed written consent from all affected parties in accordance with the applicable Rules of Professional Conduct, implementing appropriate information barriers (ethical screens) within the Firm, or, if the conflict cannot be satisfactorily resolved, withdrawing from the representation of the Client or the conflicting party, as appropriate.
8. Confidentiality
The Firm will maintain the confidentiality of all information provided by or on behalf of the Client in connection with this engagement, including without limitation information relating to the Transaction, the Client's business, operations, financial condition, strategies, and proprietary data (collectively, "Confidential Information"), in accordance with the Firm's professional and ethical obligations under the New York Rules of Professional Conduct and applicable law.
The Firm will not disclose Confidential Information to any third party without the Client's prior consent, except: (a) to the extent required by applicable law, court order, subpoena, or regulatory requirement, in which case the Firm will provide advance notice to the Client where practicable and will cooperate with the Client in seeking to limit or protect the scope of any such disclosure; (b) as necessary in connection with the preparation and filing of SEC filings, regulatory submissions, and other documents related to the Transaction, where such disclosure has been authorized or directed by the Client; and (c) to the Firm's personnel and agents who have a need to know such information in connection with the performance of services under this engagement and who are subject to obligations of confidentiality.
9. Document Retention
Upon completion or termination of this engagement, the Firm will retain engagement files in accordance with its standard document retention policies, which are summarized below:
(a) Client Documents. Original documents and instruments belonging to the Client that were provided to the Firm in connection with the engagement will be returned to the Client upon written request. To the extent that such documents exist in electronic form, the Firm will provide electronic copies to the Client.
(b) Firm Work Product. The Firm's internal work product, including drafts, notes, memoranda, research, internal communications, and attorney work product prepared in connection with the engagement, will be retained by the Firm. Such materials may be destroyed after a period consistent with the Firm's standard retention schedule, which currently provides for retention of closed engagement files for a period of seven (7) years from the date of engagement conclusion, unless the Client requests longer retention in writing prior to the expiration of such period.
(c) Electronic Records. Electronic records related to the engagement, including emails, electronic documents, and database records, will be retained and disposed of in accordance with the same schedule applicable to the Firm's document retention policies for paper files.
The Client acknowledges that the Firm may, at its discretion, convert paper files to electronic format and dispose of the paper originals after such conversion, provided that the electronic copies are maintained for the applicable retention period.
10. Termination of Engagement
Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. Such notice may be provided by email to the primary contacts identified herein, followed by confirmation by overnight courier or certified mail.
Upon termination of the engagement by either party: (a) the Client will be responsible for payment of all fees and disbursements incurred by the Firm through the date of termination, including fees for work in progress; (b) the Firm will take all reasonable steps to protect the Client's interests during any transition period, including the preservation of deadlines and the safeguarding of Client documents and Confidential Information; and (c) if requested by the Client, the Firm will cooperate in the orderly transfer of the matter to successor counsel designated by the Client, including the transfer of relevant files, documents, and work product (subject to the Firm's lien rights for unpaid fees, if any, to the extent permitted by applicable law and the Rules of Professional Conduct).
The Firm's right to terminate this engagement is subject to its obligations under the applicable Rules of Professional Conduct, including the obligation to take reasonable steps to avoid foreseeable prejudice to the Client's interests. In the event that the Firm seeks to withdraw from the engagement, the Firm will provide the Client with reasonable advance notice and will seek the Client's consent, or if necessary, permission from the applicable court or regulatory body.
11. Limitation of Liability
To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client in connection with this engagement, whether based in contract, tort, negligence, strict liability, or otherwise, shall not exceed the total amount of professional fees actually paid by the Client to the Firm for services rendered under this Engagement Letter. This limitation of liability shall not apply in cases of the Firm's willful misconduct or gross negligence.
In no event shall the Firm be liable to the Client for any consequential, incidental, indirect, punitive, special, or exemplary damages arising out of or in connection with this engagement, including without limitation lost profits, lost business opportunities, diminution in value, or damages resulting from the failure to consummate the Transaction, regardless of whether the Firm was advised of the possibility of such damages.
The Client acknowledges that the limitations set forth in this Section 11 are a material part of the basis on which the Firm has agreed to provide legal services under this Engagement Letter and that the Firm's fees reflect the allocation of risk embodied in these limitations.
12. Governing Law and Dispute Resolution
This Engagement Letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. The Client irrevocably submits to the personal jurisdiction of the federal and state courts located in the County of New York, State of New York, for any action arising out of or relating to this Engagement Letter that is not subject to arbitration as provided below.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, including any dispute regarding the scope, interpretation, or validity of this arbitration provision, shall be resolved by binding arbitration in New York, New York, administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a panel of one (1) arbitrator selected in accordance with the AAA's rules. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction. The arbitrator's decision shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that the circumstances warrant an award of costs and fees to the prevailing party.
13. No Guarantee of Outcome
The Firm will use its best professional efforts in providing legal services to the Client in connection with this engagement. However, the Client acknowledges and agrees that the practice of law involves inherent uncertainties and that the Firm makes no guarantee, warranty, or representation regarding the outcome of the Transaction or any aspect thereof. Without limitation, the Firm does not guarantee or warrant: (a) the success of the Offer or the level of shareholder tender; (b) the receipt of regulatory clearances under the HSR Act, the Investment Canada Act, or any other applicable law; (c) the absence of litigation, regulatory challenges, or competing offers; (d) the consummation of the short-form merger or long-form merger following the completion of the Offer; or (e) any particular tax treatment or financial outcome associated with the Transaction. The Client further acknowledges that the outcome of the Transaction may be affected by factors beyond the control of the Firm, including the actions and decisions of Ridgeline, its board of directors, its stockholders, regulatory authorities, and other third parties.
14. Entire Agreement and Amendments
This Engagement Letter constitutes the entire agreement between the Firm and the Client regarding the terms and conditions of the Firm's engagement in connection with the Transaction and supersedes all prior discussions, understandings, negotiations, and agreements between the parties relating hereto, whether written or oral. There are no representations, warranties, or commitments by either party that are not set forth in this Engagement Letter.
This Engagement Letter may be amended, modified, or supplemented only by a written instrument signed by an authorized representative of each of the Firm and the Client. No waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by the party granting such waiver. The failure of either party to enforce any provision of this Engagement Letter shall not constitute a waiver of such provision or the right to enforce it at a later time.
15. Acceptance and Countersignature
If the foregoing terms are acceptable to Torchlight, please confirm the Client's acceptance of the terms of this engagement by having an authorized representative of the Client sign and date this Engagement Letter in the space provided below and return an executed copy to the undersigned at the following address:
Beatrice Holloway, Partner Calderwood & Harkness LLP 900 Third Avenue, 28th Floor New York, New York 10022
Email: bholloway@calderwoodharkness.com
An executed copy may be returned by hand delivery, overnight courier, or email (as a scanned PDF), with the original to follow by mail. This Engagement Letter will become effective upon receipt by the Firm of the Client's executed copy.
We look forward to working with you and the Torchlight team on this important transaction. Please do not hesitate to contact Beatrice Holloway or James Prentice if you have any questions regarding the terms of this Engagement Letter or any other aspect of the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Beatrice Holloway
Title: Partner
By: ________
Name: James Prentice
Title: Partner
AGREED AND ACCEPTED:
TORCHLIGHT MINING CORP.
By: ________
Name: Patricia Edevane
Title: General Counsel
Date: ________
Address:
1200 – 885 West Georgia Street Vancouver, BC V6C 3E8 Canada
cc: Henrik Aldermann, Chief Executive Officer, Torchlight Mining Corp. cc: Nils Brenner, Senior Vice President, Corporate Development, Torchlight Mining Corp. cc: Marguerite Soo-Chan, Chief Financial Officer, Torchlight Mining Corp.
Professional | Title | Standard Hourly Rate
Beatrice Holloway | Partner | $1,175
James Prentice | Partner | $1,125
Derek Okonkwo | Senior Associate | $695
Tiffany Rosenthal | Associate | $575
Other Partners | Partner (as assigned) | $950 – $1,250
Other Associates | Associate (as assigned) | $475 – $750
Paralegals / Legal Assistants | — | $275 – $375

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

TORCHLIGHT MINING CORP.

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