Contract analysis

1. Purpose and Scope This memorandum documents the results of a comprehensive conflicts clearance search conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") as United States issuer's counsel to Torchlight Mining Corp. ("TMC" or the "Company") in a proposed $300,000,000 aggregate principal amount high-yield notes offering. The proposed offering contemplates the issua

2. Transaction Summary Set forth below is a summary of the principal terms and parties involved in the proposed transaction, based on information provided by Vivienne St. Claire and preliminary transaction materials received from the Company's General Counsel, Deepak Rathore. Client / Issuer: Torchlight Mining Corp. ("TMC"), a corporation incorporated under the Canada Business Corporations Act (the "CBCA"), with its

3. Parties Searched The following parties and individuals were included in the conflict clearance search. For each party, the search encompassed the entity name, known variants, abbreviations, former names, and d/b/a designations, as well as the names of key individual officers, directors, and deal team members identified at the time of the check. 3.1 Client / Issuer Torchlight Mining Corp. ("TMC") • Jurisdiction of

4. Search Methodology The conflict clearance search was conducted using the following databases, systems, and procedures: 4.1 Firm-Wide Conflict Management System. The primary search was conducted in C&H's proprietary global conflict management system (the "CMS"), which maintains a comprehensive database of all current, former, and prospective client records, adverse-party records, and related entity and individual i

5. Search Results Set forth below are the results of the conflict clearance search for each party or category of parties identified in Section 3. 5.1 Torchlight Mining Corp. and Subsidiaries The CMS search returned no results for Torchlight Mining Corp. or any of its subsidiaries — Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., or Torchlight U.S. Holdings, Inc. — in any capacity, whether as a curre

6. Analysis of Potential Issues Based on the search results described in Section 5, two categories of results warranted closer scrutiny: (i) the Firm's prior involvement in transactions in which Northern Dominion Trust Company served as trustee or agent, and (ii) the Firm's prior involvement in transactions in which Ridgeline Bank of Canada was a counterparty or co-lender. Each is discussed below. 6.1 Northern Domini

7. Conclusion and Clearance Based on the foregoing search results and analysis, no disqualifying conflicts of interest have been identified that would prevent Calderwood & Harkness LLP from accepting the engagement to represent Torchlight Mining Corp. as issuer's U.S. counsel in the proposed $300,000,000 aggregate principal amount 8.750% Senior Secured Notes due 2029 offering (Rule 144A / Regulation S). The engagemen

8. Distribution This memorandum has been distributed to the following individuals and departments: • Vivienne St. Claire, Responsible Partner, Capital Markets • Robert Adeyemi, Billing Partner, Capital Markets • Calderwood & Harkness LLP Conflicts Department • Calderwood & Harkness LLP General Counsel's Office Copies of this memorandum will be maintained in the Firm's conflict records in accordance with the Firm's do

9. Certification and Approval Prepared by: ________________________________________ Audrey Zhou Lead Associate, Capital Markets Calderwood & Harkness LLP 450 Park Avenue, New York, NY 10022 Date: January 14, 2022 Reviewed and Approved by: ________________________________________ Robert Adeyemi Billing Partner, Capital Markets Calderwood & Harkness LLP 450 Park Avenue, New York, NY 10022 Date: January 14, 2022 CONFIDE