Contract analysis

I. Purpose and Summary The purpose of this memorandum is to analyze whether Calderwood & Harkness LLP ("C&H" or the "Firm") has an adequate basis to deliver a customary 10b-5 negative assurance letter (sometimes referred to as a "10b-5 letter" or "negative assurance letter") to Kelvantis Capital Markets LLC, as lead initial purchaser and book-running manager (the "Lead Initial Purchaser"), Prestige Barrington & Co.,

II. Legal Framework A. Section 10(b) and Rule 10b-5 — Overview

Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), makes it unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails, or of any facility of any national securities exchange, to use or employ, in connection with the purchase or sale of any security, any manipulative or deceptive device or contrivance in contr

III. Due Diligence Process Conducted A. Document Review C&H conducted a comprehensive review of the documents and materials described below in connection with the Offering. The document review was conducted principally by the undersigned, with assistance from Brendan Walsh, working associate, and under the supervision of Vivienne St. Claire, responsible partner. Documents were organized and maintained in the Firm's e

IV. Review of the Final Offering Memorandum A. Disclosure Sections Reviewed C&H conducted a section-by-section review of the Final Offering Memorandum dated March 14, 2022, to assess the completeness and accuracy of the disclosure in light of the information obtained through the due diligence process described in Section III above. The principal sections reviewed, and the key elements confirmed, are summarized below.

V. Remaining Open Items and Conditions for Delivery A. Conditions to Delivery of 10b-5 Letter Delivery of the 10b-5 negative assurance letter at closing is conditioned upon the satisfactory completion of the following items, each of which is expected to be resolved by the closing date of April 19, 2022:

1. Bring-Down Comfort Letter from Aldgate Thornton LLP. The bring-down comfort letter from Aldgate Thornton must be received at closing on April 19, 2022, confirming the continued applicability of the initial comfort letter dated March 29, 2022, and addressing any changes in the specified financial line items during the period from the date of the initial comfort letter to a date not more than five business days prio

2. Bring-Down Certificate from Issuer. A Closing Certificate — Bring-Down of Representations and Warranties must be delivered by Torchlight Mining Corp. on behalf of the Issuer and each Guarantor, confirming that all representations and warranties of the Issuer and the Guarantors contained in the Purchase Agreement remain true and correct in all material respects as of the closing date (with the same effect as if mad

3. Officer's Certificate under Section 4.02 of the Indenture. An officer's certificate required to be delivered pursuant to Section 4.02 of the Indenture must be executed by Lianne Prokopchuk, Chief Financial Officer, and Deepak Rathore, General Counsel, on behalf of the Issuer on April 19, 2022. This certificate will include confirmations regarding compliance with the conditions to issuance of the Notes set forth in

4. Final Review of Supplements/Amendments. C&H must confirm that no supplement or amendment to the Final Offering Memorandum has been issued between the date of the Final Offering Memorandum (March 14, 2022) and the closing date that would require additional diligence or would alter the basis for the negative assurance. If any pricing supplement, amendment, or sticker is circulated during this period, C&H will conduc

5. No Material Adverse Change. C&H must receive confirmation, through both the officer's certificate described in item 2 above and the bring-down comfort letter described in item 1 above, that no material adverse change has occurred in the business, financial condition, or results of operations of the Issuer and its subsidiaries taken as a whole since the date of the most recent audited financial statements included

6. Receipt of All Closing Opinions. C&H must receive all required closing opinions in final form, including: (a) the Pendleton Ross LLP Canadian law opinion covering the Issuer and the Canadian Guarantors (WLML and TMPI); and (b) the C&H Delaware law opinion regarding Torchlight U.S. Holdings, Inc. C&H will prepare and deliver the Delaware law opinion as issuer's U.S. counsel. Clairmont & Voss LLP will deliver a sepa

7. Completion of Security Filings. C&H must receive confirmation that all required UCC financing statements have been filed (or are ready for filing) with the Delaware Secretary of State and that all required PPSA registrations have been filed (or are ready for filing) in Ontario and British Columbia, in each case naming the Trustee (as collateral agent) as the secured party. C&H must also confirm that the Canadian G

8. Canadian Regulatory Clearance. The closing date was extended from the originally anticipated date of April 5, 2022 to April 19, 2022 to accommodate timing associated with Canadian regulatory clearance. Confirmation of the receipt of all required Canadian regulatory clearances, including any required notification to or non-objection from the applicable Canadian securities regulatory authorities and the TSX, must be

VI. Scope and Limitations of the 10b-5 Letter A. Customary Carve-Outs Consistent with well-established market practice for 10b-5 negative assurance letters delivered in connection with high-yield debt offerings, and in accordance with the terms of the Purchase Agreement, the 10b-5 letter to be delivered at closing will contain the following customary exclusions from its scope:

1. Financial Statements and Financial Data. Financial statements (audited and unaudited), financial schedules, notes to financial statements, and other financial and statistical data (including pro forma financial information) included in or derived from the Final Offering Memorandum. With respect to such financial and statistical information, C&H will rely on the comfort letter delivered by Aldgate Thornton LLP, the

2. NI 43-101 Technical Data. NI 43-101 mineral resource estimates, mineral reserve estimates, mining engineering data, geological and geotechnical data, and other technical information included in or derived from the Final Offering Memorandum. With respect to such technical information, C&H will rely on the independent engineer's report delivered by Cascade Technical Advisors Inc.

3. Forward-Looking Statements. Forward-looking statements, projections, estimates of future performance, and statements of belief or opinion regarding future events, whether or not identified as such by qualifying language in the Final Offering Memorandum.

4. DTC, Thackeray Partners LLC, and Ashgrove Enterprises Procedures. Information regarding the book-entry, settlement, and clearance procedures of The Depository Trust Company, Stonefield Industries, and Harborview Industries, which has been sourced from those institutions and included in the Final Offering Memorandum without independent verification by C&H.

5. Credit Ratings. The credit ratings assigned to the Notes by Northmark Ratings Group, Inc. (B1, stable outlook) and Creston Analytics, Inc. (B+, stable outlook), which have been sourced from those rating agencies and included in the Final Offering Memorandum without independent verification by C&H.

6. Canadian Law Matters. Statements in the Final Offering Memorandum regarding matters of Canadian law, including Canadian corporate law, Canadian securities law, Ontario mining law, and Canadian tax law. With respect to such matters, C&H will rely on the opinions and advice of Pendleton Ross LLP, Canadian counsel to the Issuer, and, where applicable, Greystone & Whitfield LLP. These exclusions are consistent with pr