Contract analysis

Section 1. Recitals and Background Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act (the "Issuer"), has issued $300,000,000 aggregate principal amount of its 8.750% Senior Secured Notes due 2029 (the "Notes") pursuant to an Indenture dated as of April 19, 2022 (as the same may be supplemented, amended, or otherwise modified from time to time in accordance with its terms,

Section 2. Description of the Notes The following is a summary description of the material terms of the Notes. This summary is qualified in its entirety by reference to the Indenture and the form of Global Notes attached as exhibits thereto. Title: 8.750% Senior Secured Notes due 2029. Aggregate Principal Amount: $300,000,000. Interest Rate: 8.750% per annum, computed on the basis of a 360-day year consisting of twel

Section 3. Representations of the Issuer The Issuer hereby represents and warrants to DTC and the Trustee as follows: 3.1 Book-Entry Form The Issuer represents that the Notes will be issued in the form of one or more fully registered Global Notes, registered in the name of Cede & Co. (as nominee of DTC), or such other nominee as DTC may from time to time designate, and deposited with or on behalf of DTC. Beneficial i

Section 4. Representations Regarding the Trustee, Registrar, Transfer Agent, and Paying Agent Northern Dominion Trust Company has been duly appointed as Registrar, Transfer Agent, and Paying Agent under the Indenture and hereby confirms that it agrees to perform the duties of each such role in accordance with the terms and conditions of the Indenture and in compliance with DTC's Operational Arrangements, as in effect

Section 5. DTC Operational Procedures The Issuer and Northern Dominion Trust Company each acknowledge that DTC is a limited-purpose trust company organized under the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered under Section 17A of the Exchange Act. DTC holds and provides asset serv

Section 6. Exchange for Definitive Certificated Notes Notwithstanding the foregoing, the Global Notes (or any portion thereof) shall be exchangeable for definitive certificated Notes in fully registered form, without coupons, only if: (a) DTC notifies the Issuer or the Trustee that it is unwilling or unable to continue as depositary for the Global Notes, or DTC ceases to be a clearing agency registered under the Exch

Section 7. Issuer's Agreements In connection with the eligibility of the Notes for book-entry deposit and settlement through DTC, the Issuer hereby agrees as follows: 7.1 Indemnification. The Issuer agrees to indemnify and hold harmless DTC, Cede & Co. (as nominee of DTC), and their respective officers, directors, employees, and agents (collectively, the "DTC Indemnified Parties") from and against any and all losses,

Section 8. Miscellaneous 8.1 Amendments. This Letter of Representations may not be amended, modified, or supplemented except by a written instrument executed by each of the Issuer, Northern Dominion Trust Company (in its capacity as Trustee, Registrar, Transfer Agent, and Paying Agent), and DTC. No waiver of any provision of this Letter shall be effective unless set forth in a written instrument signed by the party g