Contract analysis

1. Confirmation of Closing We are pleased to confirm that the closing of the offering described above (the "Offering") occurred on April 19, 2022 (the "Closing Date"). On that date, Torchlight Mining Corp. (the "Issuer" or the "Company") completed the issuance and sale of $300,000,000 aggregate principal amount of its 8.750% Senior Secured Notes due 2029 (the "Notes"). The Notes were offered and sold in a private pla

2. Summary of Key Terms The following is a summary of the principal terms of the Notes as issued on the Closing Date. This summary is qualified in its entirety by reference to the Indenture and the Notes themselves. The Notes constitute senior secured obligations of the Issuer and rank pari passu in right of payment with all existing and future senior indebtedness of the Issuer. The guarantees of the Guarantors const

3. Use of Proceeds — Confirmation We confirm that, based on the Funds Flow Memorandum and information provided by the Company, the proceeds of the Offering were applied on or promptly after the Closing Date as described in the Final Offering Memorandum dated March 14, 2022 (the "Final Offering Memorandum"), as follows: With respect to the Ridgeline Bank of Canada revolving credit facility, we confirm that the outstan

4. Closing Deliverables — Summary of Completed Items Set forth below is a summary of the principal documents executed, delivered, or received in connection with the closing of the Offering. All documents have been reviewed by this firm and, except as otherwise noted below, are in form and substance satisfactory to counsel. Originals and/or executed counterparts of all documents are being assembled in the closing bind

5. Post-Closing Obligations The following matters require attention by the Company, in coordination with C&H and Pendleton Ross LLP, following the Closing Date. We have organized these items by category for ease of reference and recommend that the Company maintain an internal tracking system to monitor compliance with each obligation and the applicable deadlines. 5.1 UCC and PPSA Filing Confirmations The following se

6. Closing Binder A complete closing binder in both electronic format (USB drive and secure data room access) and hard copy (bound volumes) is currently being assembled by Calderwood & Harkness LLP and will be delivered to the Company within approximately thirty (30) days of the Closing Date, or on or about May 19, 2022. The closing binder will be organized in accordance with the Master Closing Checklist and will con

7. Fees and Billing A final statement of legal fees and disbursements for Calderwood & Harkness LLP's services in connection with the Offering will be sent to the Company under separate cover. For reference, the fee arrangements for this engagement are as follows, as set forth in our engagement letter dated January 17, 2022: (a) Hourly Rates — Blended hourly rates of $1,350 per hour for partners and $825 per hour for

8. Acknowledgments and Closing Remarks We would like to express our sincere appreciation to Magnus Thornberg, Chief Executive Officer, Lianne Prokopchuk, Chief Financial Officer, Deepak Rathore, General Counsel and Corporate Secretary, and Colleen Hébert, Treasurer, for their exceptional cooperation, responsiveness, and diligence throughout the course of this transaction. The successful completion of the Offering is