Contract analysis

1. Scope of Representation Calderwood & Harkness LLP will act as U.S. counsel to Torchlight Mining Corp. in connection with the offering of the Notes. Our representation will encompass the work streams and deliverables described below, which we understand to be necessary for the successful execution and closing of the proposed offering. The scope of our engagement includes, but is not limited to, the following: (a) O

2. Engagement Team We have assembled an experienced team of professionals to work on this engagement, drawing on the Firm's Capital Markets practice. The key personnel assigned to this matter are as follows: Vivienne St. Claire — Partner, Capital Markets. Ms. St. Claire will serve as the Responsible Partner for this engagement and will have overall responsibility for engagement oversight, including strategic advice,

3. Fees 3.1 Hourly Rates Our fees for this engagement will be calculated on the basis of the time spent by the professionals assigned to the matter, at the following blended hourly rates: These rates are effective for the duration of this engagement and are subject to adjustment only upon prior written notice to the Company. Paraprofessional and legal assistant time will be billed only to the extent such personnel pe

4. Expenses The Company agrees to reimburse Calderwood & Harkness LLP for all reasonable out-of-pocket expenses incurred in connection with this engagement. Such expenses include, without limitation, filing fees, courier and delivery charges, long-distance communications charges, document production and photocopying costs, printing costs (including the printing of the Offering Memorandum), online research and databas

5. Billing and Payment Invoices for hourly fees and reimbursable expenses will be rendered on a monthly basis in arrears, with each invoice covering the period from the first day through the last day of the preceding calendar month. Payment of each invoice is due within thirty (30) days of the date of the invoice. Late payments may be subject to interest at the rate specified in our Standard Terms of Engagement (Sche

6. Client Identity and Affiliates The client in this engagement is Torchlight Mining Corp., a corporation organized under the Canada Business Corporations Act. The attorney-client relationship established by this Letter is between Calderwood & Harkness LLP and Torchlight Mining Corp. The Company acknowledges, however, that the scope of work described in Section 1 of this Letter encompasses matters involving the follo

7. Conflicts of Interest The Firm has conducted a conflict of interest check in accordance with its internal procedures and applicable professional responsibility rules. The conflict check was completed on January 14, 2022. Based on the results of that check, we have determined that no disqualifying conflicts of interest exist with respect to this engagement that would prevent the Firm from undertaking the representa

8. Confidentiality The Company and the Firm mutually acknowledge that non-public information exchanged between them in connection with this engagement, including information relating to the Company's business, financial condition, operations, mining assets, and the terms and structure of the proposed offering, will be treated as confidential and will not be disclosed to any third party except as may be necessary for

9. Document Retention The Firm will maintain files and records relating to this engagement in accordance with the Firm's standard document retention policies, as may be amended from time to time. Following the closing of the offering, the closing binder and key transaction documents (including fully executed copies of the Indenture, the Notes, the Security Agreements, the Collateral Agency Agreement, the Registration

10. Limitation of Liability The Firm's liability to the Company in connection with this engagement shall be limited to the scope of services described in this Letter. In no event shall the Firm be liable for any consequential, incidental, indirect, special, or punitive damages arising out of or in connection with this engagement, regardless of the form of action and whether or not the possibility of such damages has

11. Termination Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination, the Company will be responsible for payment of all fees and expenses incurred by the Firm through the effective date of termination, in accordance with the terms set forth in this Letter. The Firm will use reasonable efforts to minimize the fees and expenses incurred following re

12. Governing Law This Letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

13. Acceptance and Countersignature We are excited about the opportunity to work with Torchlight Mining Corp. on this significant transaction, and we are confident that our team has the experience and expertise to deliver the highest quality of legal service throughout the offering process. If the foregoing terms are acceptable to the Company, please confirm your acceptance by having an authorized representative of t