Contract analysis

I. PURPOSE AND SCOPE The purpose of this memorandum is to summarize the findings of the corporate and organizational due diligence conducted by Calderwood & Harkness LLP in connection with the proposed offering by Torchlight Mining Corp. (the "Company," the "Issuer," or "Torchlight") of $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes") in a private placement exempt from reg

II. CORPORATE STRUCTURE OVERVIEW A. Organizational Chart Description Torchlight Mining Corp. sits at the apex of the corporate structure as the sole parent entity and as the publicly traded company listed on the Toronto Stock Exchange. The Company directly owns 100% of the issued and outstanding share capital of each of its three wholly owned subsidiaries, which are described below. The three wholly owned direct subs

1. Wolverine Lake Mining Ltd. — the principal operating entity for the Wolverine Lake nickel-copper mine, a producing underground and open-pit mining operation encompassing approximately 12,400 hectares located approximately 85 kilometers northeast of Thunder Bay, Ontario, Canada. Wolverine Lake Mining Ltd. holds the Ontario mining claims, surface rights, and associated mineral rights for the Wolverine Lake property.

2. Torchlight Milling & Processing Inc. — the entity that owns and operates the concentrator and ore processing facilities situated adjacent to the Wolverine Lake mine site. This entity provides milling, concentration, and preliminary metallurgical processing services in connection with the ore extracted from the Wolverine Lake mine.

3. Torchlight U.S. Holdings, Inc. — a Delaware corporation that holds the Company's U.S. offtake and marketing contracts for the sale and distribution of nickel and copper concentrate to smelters and end-users in the United States. This entity also holds certain intercompany receivables from the Company. All three subsidiaries will serve as Guarantors (each, a "Guarantor" and collectively, the "Guarantors") under the

III. ENTITY-BY-ENTITY ANALYSIS A. Torchlight Mining Corp. (Issuer)

1. Basic Information The following is a summary of the basic organizational and identifying information for the Issuer: • Full Legal Name: Torchlight Mining Corp. • Jurisdiction of Incorporation: Federal (Canada), incorporated under the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the "CBCA") • Headquarters: 2200 – 400 Burrard Street, Vancouver, British Columbia V6C 3A6, Canada • Registered Office: 1600 –

2. Organizational Documents Reviewed The following organizational documents of Torchlight Mining Corp. were reviewed in connection with this diligence: (a) Articles of Incorporation (as amended): The Company's CBCA articles of incorporation, as amended and restated from time to time, were reviewed in certified copy form obtained from Corporations Canada. The articles set forth, among other things, the authorized shar

3. Good Standing / Compliance Status A Certificate of Compliance was obtained from Corporations Canada confirming that Torchlight Mining Corp. is in compliance with the CBCA as of the date of diligence. This certificate confirms that the Company has filed all required annual returns, has not been dissolved or discontinued, and is not the subject of any certificate of intent to dissolve. The Company's extra-provincial

4. Authorized Capital and Outstanding Equity The authorized share capital of Torchlight Mining Corp. is as follows: (a) Common Shares: An unlimited number of common shares, without par value, are authorized for issuance. The common shares carry voting rights (one vote per share at all meetings of shareholders), dividend rights (subject to the prior rights of holders of preferred shares, if any), and residual rights o

5. Directors and Officers The following individuals serve as directors and officers of Torchlight Mining Corp. as of the date of this memorandum: The full composition of the board of directors, including all independent and non-independent directors, was reviewed. The board currently consists of seven directors, of whom four are independent within the meaning of National Instrument 52-110 — Audit Committees. The quor

6. Board and Shareholder Approvals Board Resolutions. On February 3, 2022, the board of directors of Torchlight Mining Corp. adopted resolutions (the "Issuer Board Resolutions") at a duly convened meeting of the board, at which a quorum of directors was present and acting throughout, authorizing the following actions in connection with the Offering: (a) The issuance by the Company of $300,000,000 aggregate principal

7. Existing Indebtedness Torchlight Mining Corp. is a party to a revolving credit facility with Ridgeline Bank of Canada, as administrative agent and lead lender (the "Ridgeline Facility"). The key terms of the Ridgeline Facility are as follows: • Committed Amount: CAD $225,000,000 • Outstanding Balance (as of January 2022): CAD $140,000,000 • Maturity Date: September 30, 2024 • Security: First-priority lien on subst

1. Basic Information The following is a summary of the basic organizational and identifying information for Wolverine Lake Mining Ltd.: • Full Legal Name: Wolverine Lake Mining Ltd. • Jurisdiction of Incorporation: Ontario, Canada — incorporated under the Business Corporations Act (Ontario), R.S.O. 1990, c. B.16 (the "OBCA") • Registered Office: 44 Lakeshore Boulevard, Wolverine Lake, Ontario P0L 1R0, Canada • Relati

2. Organizational Documents Reviewed The following organizational documents of Wolverine Lake Mining Ltd. were reviewed in connection with this diligence: (a) Articles of Incorporation under the OBCA: A certified copy of the articles of incorporation of Wolverine Lake Mining Ltd. was reviewed. The articles set forth the authorized share capital, the registered office address, and such other provisions as are required

3. Good Standing / Compliance Status A Certificate of Status was obtained from the Ontario Ministry of Government and Consumer Services confirming that Wolverine Lake Mining Ltd. is an active corporation in good standing under the OBCA. This certificate confirms that the corporation has not been dissolved, has not been cancelled for failure to comply with the requirements of the Corporations Tax Act or any other appl

4. Authorized Capital and Equity Ownership The authorized share capital of Wolverine Lake Mining Ltd. consists of an unlimited number of common shares, without par value. All of the issued and outstanding common shares of Wolverine Lake Mining Ltd. are held by Torchlight Mining Corp., representing 100% ownership of the entity. This ownership was confirmed by review of the shareholder register and share transfer recor

5. Directors and Officers The board of directors of Wolverine Lake Mining Ltd. consists of nominees from Torchlight Mining Corp. management, consistent with the Company's practice of appointing its senior management and designees to serve as directors of its wholly owned subsidiaries. Stavros Katsaros serves as General Manager of mine operations in an officer capacity. The incumbency of all directors and officers was

6. Board Approvals for Guarantee and Security On February 3, 2022, the board of directors of Wolverine Lake Mining Ltd. adopted resolutions at a duly convened meeting (the "WLM Board Resolutions") authorizing the following actions in connection with the Offering: (a) The execution and delivery by Wolverine Lake Mining Ltd. of the Guarantee under the Indenture, pursuant to which Wolverine Lake Mining Ltd. will jointly

1. Basic Information The following is a summary of the basic organizational and identifying information for Torchlight Milling & Processing Inc.: • Full Legal Name: Torchlight Milling & Processing Inc. • Jurisdiction of Incorporation: Ontario, Canada — incorporated under the Business Corporations Act (Ontario) (the "OBCA") • Registered Office: 44 Lakeshore Boulevard, Wolverine Lake, Ontario P0L 1R0, Canada • Relation

2. Organizational Documents Reviewed The following organizational documents of Torchlight Milling & Processing Inc. were reviewed in connection with this diligence: (a) Articles of Incorporation under the OBCA: A certified copy of the articles of incorporation was reviewed. No restrictions were identified that would limit the corporation's ability to provide the Guarantee or grant security in connection with the Offe

3. Good Standing / Compliance Status A Certificate of Status was obtained from the Ontario Ministry of Government and Consumer Services confirming that Torchlight Milling & Processing Inc. is an active corporation in good standing under the OBCA. No dissolution or winding-up proceedings are pending against the entity, and all required filings are current.

4. Authorized Capital and Equity Ownership The authorized share capital of Torchlight Milling & Processing Inc. consists of an unlimited number of common shares, without par value. All of the issued and outstanding common shares are held by Torchlight Mining Corp., representing 100% ownership of the entity. This ownership was confirmed by review of the shareholder register and share transfer records. No minority inte

5. Directors and Officers The board of directors of Torchlight Milling & Processing Inc. consists of nominees from Torchlight Mining Corp. management, consistent with the Company's governance practices for its wholly owned subsidiaries. The incumbency of all directors and officers was confirmed for purposes of the preparation of the secretary's certificate to be delivered at closing.

6. Board Approvals for Guarantee and Security On February 3, 2022, the board of directors of Torchlight Milling & Processing Inc. adopted resolutions at a duly convened meeting (the "TMP Board Resolutions") authorizing the following actions in connection with the Offering: (a) The execution and delivery by Torchlight Milling & Processing Inc. of the Guarantee under the Indenture, pursuant to which Torchlight Milling

1. Basic Information The following is a summary of the basic organizational and identifying information for Torchlight U.S. Holdings, Inc.: • Full Legal Name: Torchlight U.S. Holdings, Inc. • Jurisdiction of Incorporation: Delaware, United States — incorporated under the Delaware General Corporation Law, Title 8, Chapter 1 of the Delaware Code (the "DGCL") • Registered Office: 1209 Orange Street, Wilmington, Delaware

2. Organizational Documents Reviewed The following organizational documents of Torchlight U.S. Holdings, Inc. were reviewed in connection with this diligence: (a) Certificate of Incorporation: The Certificate of Incorporation of Torchlight U.S. Holdings, Inc. as filed with the Delaware Secretary of State was reviewed in certified copy form. The certificate sets forth the authorized share capital, the name and address

3. Good Standing / Compliance Status A Certificate of Good Standing was obtained from the Delaware Secretary of State confirming that Torchlight U.S. Holdings, Inc. is a corporation in good standing under the laws of the State of Delaware. The certificate confirms that the corporation has filed all required annual reports, has paid all franchise taxes due, and has not been dissolved, merged, or otherwise terminated.

4. Authorized Capital and Equity Ownership The authorized share capital of Torchlight U.S. Holdings, Inc., as set forth in its Certificate of Incorporation, was reviewed. All of the issued and outstanding shares of the corporation are held by Torchlight Mining Corp., representing 100% ownership of the entity. This ownership was confirmed by review of the stock ledger maintained by the corporation. No minority interes

5. Directors and Officers The board of directors of Torchlight U.S. Holdings, Inc. consists of nominees from Torchlight Mining Corp. management, consistent with the Company's governance practices for its wholly owned subsidiaries. The incumbency of all directors and officers was confirmed for purposes of the preparation of the secretary's certificate to be delivered at closing.

6. Board Approvals for Guarantee and Security On February 3, 2022, the board of directors of Torchlight U.S. Holdings, Inc. adopted resolutions (the "TUSH Board Resolutions") authorizing the following actions in connection with the Offering: (a) The execution and delivery by Torchlight U.S. Holdings, Inc. of the Guarantee under the Indenture, pursuant to which Torchlight U.S. Holdings, Inc. will jointly and severally

IV. SUBSIDIARY EQUITY INTERESTS — COLLATERAL IMPLICATIONS The equity interests in each of the three Guarantor subsidiaries — specifically, all of the issued and outstanding shares of Wolverine Lake Mining Ltd., all of the issued and outstanding shares of Torchlight Milling & Processing Inc., and all of the issued and outstanding shares of Torchlight U.S. Holdings, Inc. — are included in the collateral package securin

V. INTERCOMPANY ARRANGEMENTS The following intercompany arrangements within the Torchlight corporate group were identified and reviewed in connection with this diligence: Intercompany Management Services Agreement. An intercompany management services agreement exists between Torchlight Mining Corp. and Wolverine Lake Mining Ltd., pursuant to which Torchlight Mining Corp. provides certain management, administrative, a

VI. FUTURE SUBSIDIARY GUARANTOR REQUIREMENT The Indenture includes a covenant requiring that any future subsidiary of Torchlight Mining Corp. that meets a total asset threshold of $5,000,000 (determined as of the end of the most recent fiscal quarter for which financial statements are available) must accede as a Guarantor under the Indenture by executing and delivering a Supplemental Indenture in the form of the Firs

VII. KEY FINDINGS AND ISSUES A. Items Confirmed Based on the review of the organizational documents, corporate records, and other materials described in this memorandum, and subject to receipt of the pending items noted in Section VII.B below, the following key findings have been confirmed:

1. Due Organization, Valid Existence, and Good Standing. All four entities — Torchlight Mining Corp., Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., and Torchlight U.S. Holdings, Inc. — are duly organized, validly existing, and in good standing (or in compliance, as applicable under CBCA terminology) in their respective jurisdictions of incorporation. Certificates of compliance, status, and good st

2. Corporate Power and Authority. Each entity has the requisite corporate power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is or will be a party, including the Indenture, the Purchase Agreement, the applicable Security Agreements (whether the Canadian General Security Agreement or the U.S. Security Agreement, as applicable), the Collateral Agency Agreeme

3. Board and Shareholder/Stockholder Approvals. Board of directors resolutions have been duly adopted for each entity authorizing the transactions contemplated by the Offering, including the issuance of the Notes (in the case of the Issuer), the execution and delivery of the Guarantees (in the case of each Guarantor), and the granting of security interests. Where applicable, sole shareholder or sole stockholder resol

5. No Restrictive Provisions. No organizational document of any entity — including articles of incorporation, certificates of incorporation, by-laws, and bylaws — contains restrictions that would prevent or limit the issuance of the Notes, the granting of the Guarantees, or the creation of the security interests contemplated by the Transaction Documents.

6. No Conflicting Agreements. No conflicting shareholder agreements, unanimous shareholder agreements (within the meaning of the CBCA), stockholder agreements, voting trusts, or other equity arrangements are in effect that would restrict or impair the transactions contemplated by the Offering.

7. Existing Indebtedness — No Covenant Conflicts. The Ridgeline Bank of Canada revolving credit facility (CAD $225,000,000 committed; CAD $140,000,000 drawn as of January 2022) will be repaid in full and terminated at the closing of the Offering, eliminating any potential covenant conflicts, including negative pledge covenants, change-of-control provisions, or other restrictive covenants that could otherwise impair t

1. Final Good-Standing Certificates. Certificates of compliance (Corporations Canada), certificates of status (Ontario Ministry of Government and Consumer Services), and the certificate of good standing (Delaware Secretary of State) will need to be refreshed and delivered as of the closing date. Pendleton Ross LLP is responsible for obtaining the refreshed certificates for the three Canadian entities, and Calderwood

2. Secretary's Certificates. Secretary's certificates for all four entities will need to be finalized and executed at closing. Draft forms of the secretary's certificates have been circulated to counsel for each entity, and incumbency details for each entity's signing officers are to be confirmed in the final certificates. Each secretary's certificate will attach certified copies of the applicable organizational docu

3. UCC-1 and PPSA Filings. UCC-1 financing statements (for the Delaware entity) and PPSA registrations (for the Ontario entities) are to be prepared for filing at or promptly after the closing of the Offering. Calderwood & Harkness LLP is responsible for the UCC-1 filings, and Pendleton Ross LLP is responsible for the PPSA registrations. Coordination between the two firms will be required to ensure that all filings a

4. No New Subsidiaries Confirmation. Confirmation from Torchlight management that no new subsidiaries have been formed or are contemplated prior to the closing of the Offering, which could trigger the future guarantor joinder requirement under the Indenture. This confirmation will be provided in the officer's certificate and management bring-down representations to be delivered at closing.

5. Extra-Provincial Registrations. The extra-provincial registrations of Torchlight Mining Corp. in all applicable provinces are to be confirmed current as of the closing date. This confirmation will be obtained by Pendleton Ross LLP as part of its Canadian law closing deliverables.

VIII. DOCUMENTS REVIEWED — INDEX The following is a complete list of the organizational documents, certificates, resolutions, registers, and corporate records reviewed in connection with the preparation of this memorandum:

1. Torchlight Mining Corp. (a) Articles of Incorporation, as amended and restated, under the CBCA (certified copy from Corporations Canada) (b) By-Law No. 1 (general operating by-law) (c) By-Law No. 2 (borrowing by-law) (d) Certificate of Compliance from Corporations Canada (e) Annual return filings with Corporations Canada (f) Shareholder register (maintained by transfer agent) (g) Board of directors minutes and res

2. Wolverine Lake Mining Ltd. (a) Articles of Incorporation under the OBCA (certified copy) (b) General operating by-law (c) Certificate of Status from the Ontario Ministry of Government and Consumer Services (d) Annual return filings with the Ontario Ministry of Government and Consumer Services (e) Shareholder register (f) Share transfer records (g) Board of directors minutes and resolutions dated February 3, 2022,

3. Torchlight Milling & Processing Inc. (a) Articles of Incorporation under the OBCA (certified copy) (b) General operating by-law (c) Certificate of Status from the Ontario Ministry of Government and Consumer Services (d) Annual return filings with the Ontario Ministry of Government and Consumer Services (e) Shareholder register (f) Share transfer records (g) Board of directors minutes and resolutions dated February

4. Torchlight U.S. Holdings, Inc. (a) Certificate of Incorporation filed with the Delaware Secretary of State (certified copy) (b) Bylaws (c) Certificate of Good Standing from the Delaware Secretary of State (d) Franchise tax receipts (confirming current payment status) (e) Stock ledger (f) Board of directors minutes and resolutions dated February 3, 2022, authorizing the Guarantee and security grant (g) Sole stockho

5. Cross-Reference Documents (a) Ridgeline Bank of Canada revolving credit agreement (CAD $225,000,000 committed facility), reviewed for covenant/consent analysis and confirmation of repayment and termination at closing (b) Intercompany management services agreement between Torchlight Mining Corp. and Wolverine Lake Mining Ltd. (c) Intercompany processing agreement between Wolverine Lake Mining Ltd. and Torchlight Mi

IX. CONCLUSION Based on the review conducted in connection with this memorandum, and subject to receipt of the pending items noted in Section VII.B above, we are satisfied that: (a) Each of the Issuer and the Guarantors — Torchlight Mining Corp., Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., and Torchlight U.S. Holdings, Inc. — is duly organized, validly existing, and in good standing (or in compl