Contract analysis

I.1 | I. Offering Documents | Preliminary Offering Memorandum (draft dated February 4, 2022) | C&H / Kelvantis | Final | 2022-02-04 | First draft circulated; marked 'DRAFT — Subject to Revision'

I.2 | I. Offering Documents | Final Offering Memorandum (dated March 14, 2022) | C&H / Kelvantis | Final | 2022-03-14 | Distributed to QIBs (Rule 144A) and non-U.S. persons (Reg S)

II.1 | II. Principal Transaction Agreements | Purchase Agreement among Torchlight Mining Corp., the Guarantors, and the Initial Purchasers | C&H / C&V | 5 | Executed | 2022-03-29 | Signed March 29, 2022; aggregate principal $300,000,000; issue price 98.50%; IP discount 2.25% ($6,750,000)

II.2 | II. Principal Transaction Agreements | Indenture among Torchlight Mining Corp. (Issuer), the Guarantors, and Northern Dominion Trust Company (Trustee) | C&H | 5 | Executed | 2022-04-19 | Governs 8.750% Senior Secured Notes due 2029; New York law

II.3 | II. Principal Transaction Agreements | First Supplemental Indenture (Form — Future Guarantor Joinder) | C&H | Final (Form) | 2022-04-19 | Attached as exhibit to Indenture; for future subsidiaries meeting $5M total asset threshold

II.4 | II. Principal Transaction Agreements | Registration Rights Agreement among Torchlight Mining Corp., the Guarantors, and the Initial Purchasers | C&H / C&V | 5 | Executed | 2022-04-19 | Exchange offer or shelf registration deadline: April 19, 2023 (365 days post-closing)

II.5 | II. Principal Transaction Agreements | Security Agreement (U.S.) between Torchlight U.S. Holdings, Inc. and Northern Dominion Trust Company (Collateral Agent) | C&H | 3 | Executed | 2022-04-19 | First-priority lien on all TUSHI assets; New York law

II.6 | II. Principal Transaction Agreements | General Security Agreement (Canada) among Torchlight Mining Corp., Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., and Northern Dominion Trust Company (Collateral Agent) | C&H / Pendleton Ross | 3 | Executed | 2022-04-19 | First-priority lien on all Canadian grantor assets including mining rights (Ontario Mining Claim Nos. WL-4492-01 through WL-4492-47),

II.7 | II. Principal Transaction Agreements | Collateral Agency Agreement among Torchlight Mining Corp., the Guarantors, and Northern Dominion Trust Company | C&H | 3 | Executed | 2022-04-19 | Sets forth Collateral Agent rights, duties, and obligations

III.1 | III. Legal Opinions | Calderwood & Harkness LLP Opinion Letter (New York law) — to Initial Purchasers | C&H | 3 | Executed | 2022-04-19 | Opines on valid issuance, due authorization, enforceability of Notes and Indenture under NY law; Rule 144A / Reg S exemptions

III.2 | III. Legal Opinions | Calderwood & Harkness LLP Opinion Letter (Delaware law — Torchlight U.S. Holdings, Inc.) — to Initial Purchasers | C&H | 3 | Executed | 2022-04-19 | Opines on due organization, valid existence, good standing of TUSHI under Delaware law; corporate power and authority for Guarantee and U.S. Security Agreement

III.3 | III. Legal Opinions | Pendleton Ross LLP Opinion Letter (Canadian law — Issuer & Canadian Guarantors) — to Initial Purchasers | Pendleton Ross | 3 | Executed | 2022-04-19 | Opines on TMC (CBCA), WLML (Ontario), TMPI (Ontario): due organization, corporate power, authorization, enforceability of Guarantees and Canadian GSA; form reviewed and approved by C&H

III.4 | III. Legal Opinions | Clairmont & Voss LLP Opinion Letter (New York law) — to Initial Purchasers | C&V | 3 | Executed | 2022-04-19 | Initial Purchasers' counsel opinion

III.5 | III. Legal Opinions | Greystone & Whitfield LLP Opinion Letter (Canadian law) — to Initial Purchasers | Greystone | 3 | Executed | 2022-04-19 | Initial Purchasers' Canadian counsel opinion

IV.1 | IV. Officer's & Secretary's Certificates | Officer's Certificate of Torchlight Mining Corp. (Section 4.02 of Indenture) | TMC | 3 | Executed | 2022-04-19 | Executed by Lianne Prokopchuk (CFO) and Deepak Rathore (GC); certifies compliance with Indenture conditions, reps true and correct, no Event of Default, use of proceeds as per OM

IV.2 | IV. Officer's & Secretary's Certificates | Secretary's Certificate of Torchlight Mining Corp. | TMC | 3 | Executed | 2022-04-19 | Executed by Deepak Rathore; attaches board resolutions, articles of incorporation, by-laws, incumbency (Magnus Thornberg – CEO, Lianne Prokopchuk – CFO, Deepak Rathore – GC/Sec, Colleen Hébert – Treasurer)

IV.3 | IV. Officer's & Secretary's Certificates | Secretary's Certificate of Wolverine Lake Mining Ltd. | WLML | 3 | Executed | 2022-04-19 | Attaches board resolutions authorizing Guarantee and Canadian GSA, articles, incumbency

IV.4 | IV. Officer's & Secretary's Certificates | Secretary's Certificate of Torchlight Milling & Processing Inc. | TMPI | 3 | Executed | 2022-04-19 | Attaches board resolutions authorizing Guarantee and Canadian GSA, articles, incumbency

IV.5 | IV. Officer's & Secretary's Certificates | Secretary's Certificate of Torchlight U.S. Holdings, Inc. | TUSHI | 3 | Executed | 2022-04-19 | Attaches board resolutions authorizing Guarantee, U.S. Security Agreement, Collateral Agency Agreement; certificate of incorporation, bylaws, incumbency; EIN: 84-3921057

IV.6 | IV. Officer's & Secretary's Certificates | Closing Certificate — Bring-Down of Representations and Warranties (Issuer to Initial Purchasers per Purchase Agreement) | TMC | 3 | Executed | 2022-04-19 | Confirms reps and warranties true and correct as of closing; all conditions precedent satisfied

V.1 | V. Notes & Global Notes | Global Note — Rule 144A (Exhibit A-1 to Indenture) | C&H / Northern Dominion | 1 | Executed | 2022-04-19 | CUSIP: 891207 AA 3; ISIN: US891207AA38; min denomination $2,000 and integral multiples of $1,000 in excess; book-entry through DTC; interest payable April 15 and October 15, commencing October 15, 2022

V.2 | V. Notes & Global Notes | Global Note — Regulation S (Exhibit A-2 to Indenture) | C&H / Northern Dominion | 1 | Executed | 2022-04-19 | CUSIP: C89120 AA 5; ISIN: USC89120AA58; book-entry through Thackeray Partners LLC/Ashgrove Enterprises

VI.1 | VI. Trustee / Collateral Agent Deliverables | DTC Letter of Representations — Torchlight Mining Corp. to Northern Dominion Trust Company / DTC | C&H / TMC | 2 | Executed | 2022-04-19 | Re: book-entry settlement through DTC (144A) and Thackeray Partners LLC/Ashgrove Enterprises (Reg S)

VI.2 | VI. Trustee / Collateral Agent Deliverables | Northern Dominion Trust Company — Trustee Acceptance and Authentication of Notes | Northern Dominion | 1 | Executed | 2022-04-19 | Trustee's acceptance of appointment under the Indenture

VI.3 | VI. Trustee / Collateral Agent Deliverables | Northern Dominion Trust Company — Incumbency Certificate | Northern Dominion | 1 | Received | 2022-04-19 | Sandra Leung, VP Corporate Trust

VII.1 | VII. Payoff & Lien Release | Payoff Letter & Lien Release — Ridgeline Bank of Canada Revolving Facility | C&H / Pendleton Ross / Ridgeline | 3 | Executed | 2022-04-19 | Payoff amount: CAD $140,000,000 plus accrued interest and fees; under CAD $225,000,000 committed revolving facility; confirms termination of facility and release of all liens upon receipt; wire instructions included; PPSA discharge filings coo

VII.2 | VII. Payoff & Lien Release | Evidence of wire transfer of payoff funds to Ridgeline Bank of Canada | TMC / Ridgeline | Received | 2022-04-19 | USD equivalent: $110,250,000 (CAD $140,000,000 × 0.7875)

VIII.1 | VIII. Funds Flow | Funds Flow Memorandum (dated April 18, 2022) | C&H | Final | 2022-04-18 | Gross proceeds $295,500,000 (98.50% of $300M); IP discount deducted: $6,750,000 (Kelvantis $4,050,000 / Prestige Barrington $1,687,500 / Halcyon $1,012,500); net to Issuer $288,750,000; disbursements include Ridgeline payoff $110,250,000, legal fees, trustee fee, rating fees, printing; residual to TMC operating accou

IX.1 | IX. Good Standing / Compliance Certificates | Certificate of Compliance — Torchlight Mining Corp. (Corporations Canada under CBCA) | Pendleton Ross / TMC | 1 | Received | 2022-04-18 | Federal (Canada) corporation in good standing

IX.2 | IX. Good Standing / Compliance Certificates | Certificate of Status — Wolverine Lake Mining Ltd. (Ontario Ministry of Government and Consumer Services) | Pendleton Ross / WLML | 1 | Received | 2022-04-18 | Ontario corporation in good standing

IX.3 | IX. Good Standing / Compliance Certificates | Certificate of Status — Torchlight Milling & Processing Inc. (Ontario Ministry of Government and Consumer Services) | Pendleton Ross / TMPI | 1 | Received | 2022-04-18 | Ontario corporation in good standing

IX.4 | IX. Good Standing / Compliance Certificates | Certificate of Good Standing — Torchlight U.S. Holdings, Inc. (Delaware Secretary of State) | C&H / TUSHI | 1 | Received | 2022-04-15 | Delaware corporation in good standing

X.1 | X. UCC / PPSA Filings | UCC-1 Financing Statement — Torchlight U.S. Holdings, Inc. (filed with Delaware Secretary of State) | C&H | 1 | Filed | 2022-04-19 | Secures first-priority lien on all personal property of TUSHI in favor of Northern Dominion Trust Company as Collateral Agent

X.2 | X. UCC / PPSA Filings | PPSA Financing Statement — Torchlight Mining Corp. (filed in British Columbia) | Pendleton Ross | 1 | Filed | 2022-04-19 | Secures first-priority lien on all personal property of TMC in favor of Northern Dominion Trust Company as Collateral Agent

X.3 | X. UCC / PPSA Filings | PPSA Financing Statement — Wolverine Lake Mining Ltd. (filed in Ontario) | Pendleton Ross | 1 | Filed | 2022-04-19 | Secures first-priority lien on all personal property of WLML in favor of Northern Dominion Trust Company as Collateral Agent

X.4 | X. UCC / PPSA Filings | PPSA Financing Statement — Torchlight Milling & Processing Inc. (filed in Ontario) | Pendleton Ross | 1 | Filed | 2022-04-19 | Secures first-priority lien on all personal property of TMPI in favor of Northern Dominion Trust Company as Collateral Agent

X.5 | X. UCC / PPSA Filings | PPSA Discharge — Ridgeline Bank of Canada (all existing filings against TMC, WLML, TMPI) | Pendleton Ross / Ridgeline | Received | 2022-04-19 | Confirms discharge of all existing PPSA registrations in favor of Ridgeline upon payoff

X.6 | X. UCC / PPSA Filings | Lien search results — Torchlight Mining Corp. (BC PPSA) | Pendleton Ross | Received | 2022-04-14 | Confirms no prior liens other than Ridgeline (to be discharged at closing)

X.7 | X. UCC / PPSA Filings | Lien search results — Wolverine Lake Mining Ltd. (Ontario PPSA) | Pendleton Ross | Received | 2022-04-14 | Confirms no prior liens other than Ridgeline (to be discharged at closing)

X.8 | X. UCC / PPSA Filings | Lien search results — Torchlight Milling & Processing Inc. (Ontario PPSA) | Pendleton Ross | Received | 2022-04-14 | Confirms no prior liens other than Ridgeline (to be discharged at closing)

X.9 | X. UCC / PPSA Filings | UCC lien search results — Torchlight U.S. Holdings, Inc. (Delaware) | C&H | Received | 2022-04-14 | Confirms no prior UCC filings

XI.1 | XI. Comfort Letters & Reports | Aldgate Thornton LLP — Comfort Letter (cold comfort) to Initial Purchasers | Aldgate Thornton | 3 | Received | 2022-04-19 | Engagement Partner: Francesca Hui, CPA, CA

XI.2 | XI. Comfort Letters & Reports | Aldgate Thornton LLP — Bring-Down Comfort Letter to Initial Purchasers | Aldgate Thornton | 3 | Received | 2022-04-19 | Bring-down as of closing date

XI.3 | XI. Comfort Letters & Reports | Cascade Technical Advisors Inc. — Independent Engineer's Report (Wolverine Lake Mine) | Cascade | 3 | Received | 2022-02-28 | Lead: Dr. Elaine Whitaker, P.Eng.; NI 43-101 compliant resource estimates; Phase II expansion feasibility

XI.4 | XI. Comfort Letters & Reports | Cascade Technical Advisors Inc. — Consent to inclusion of report in Offering Memorandum | Cascade | 1 | Received | 2022-03-10

XII.1 | XII. Ratings | Northmark Ratings Group, Inc. — Rating Letter (B1, stable outlook) | Northmark | 1 | Received | 2022-03-07 | Assigned March 7, 2022

XII.2 | XII. Ratings | Creston Analytics, Inc. — Rating Letter (B+, stable outlook) | Creston | 1 | Received | 2022-03-07 | Assigned March 7, 2022

XIII.1 | XIII. Miscellaneous | Closing Certificate — No Material Adverse Change (from Issuer) | TMC | 3 | Executed | 2022-04-19

XIII.2 | XIII. Miscellaneous | Evidence of payment of filing fees (Delaware franchise tax, Ontario annual return, etc.) | TMC / C&H / Pendleton Ross | Received | 2022-04-19

XIII.3 | XIII. Miscellaneous | Process Agent Appointment Letter — Torchlight Mining Corp. (NY process agent for service under Indenture) | C&H / TMC | 1 | Executed | 2022-04-19 | New York law governs Indenture

XIII.4 | XIII. Miscellaneous | Blue sky / state securities law memorandum | C&H | Final | 2022-03-24 | Rule 144A offering — limited blue sky issues

XIII.5 | XIII. Miscellaneous | Closing Memorandum / Post-Closing Letter — C&H to Torchlight Mining Corp. | C&H | 1 | Executed | 2022-04-22 | Confirms successful closing; summarizes post-closing obligations including registration rights deadline (April 19, 2023), Indenture reporting requirements (annual 90 days, quarterly 45 days), UCC/PPSA filing confirmations; provides closing binder index [sheet: Key Dates] Date |

I. Offering Documents | 2 | 0 | 2 | 0 | 0 | 100%

II. Principal Transaction Agreements | 7 | 6 | 1 | 0 | 0 | 100%

III. Legal Opinions | 5 | 5 | 0 | 0 | 0 | 100%

IV. Officer's & Secretary's Certificates | 6 | 6 | 0 | 0 | 0 | 100%

V. Notes & Global Notes | 2 | 2 | 0 | 0 | 0 | 100%

VI. Trustee / Collateral Agent Deliverables | 3 | 3 | 0 | 0 | 0 | 100%

VII. Payoff & Lien Release | 2 | 2 | 0 | 0 | 0 | 100%

VIII. Funds Flow | 1 | 0 | 1 | 0 | 0 | 100%