Contract analysis

1. Offering Memorandum. Drafting and negotiation of the Preliminary Offering Memorandum and the Final Offering Memorandum (collectively, the "Offering Memorandum" or "OM"), including all sections customary for a high-yield Rule 144A/Regulation S offering by a Canadian mining issuer, such as: summary, risk factors, use of proceeds, capitalization, selected financial data, management's discussion and analysis of financ

2. Purchase Agreement. Drafting and negotiation of the Purchase Agreement (the "Purchase Agreement") among the Company, the subsidiary guarantors, and the initial purchasers (Kelvantis Capital Markets LLC, as lead initial purchaser and book-running manager, Prestige Barrington & Co., Inc., and Halcyon Securities Inc.), setting forth the terms and conditions upon which the initial purchasers will purchase the Notes fr

3. Indenture. Drafting and negotiation of the Indenture (the "Indenture") among the Company, as issuer, the subsidiary guarantors, and Northern Dominion Trust Company, as indenture trustee and collateral agent, including customary provisions relating to the terms of the Notes, restrictive covenants (including incurrence-based debt covenants, restricted payments covenants, asset sale covenants, and affiliate transacti

4. Subsidiary Guarantees. Drafting of guarantee provisions (either as part of the Indenture or as supplemental instruments) for each of the following subsidiary guarantors: (a) Wolverine Lake Mining Ltd. (corporation incorporated under the laws of the Province of Ontario, Canada); (b) Torchlight Milling & Processing Inc. (corporation incorporated under the laws of the Province of Ontario, Canada); and (c) Torchlight

5. Security Documents and Collateral Agency Agreement. Drafting and negotiation of the security documents establishing a first-priority lien on substantially all assets of the Company and the subsidiary guarantors, including: (a) a U.S. Security Agreement granting a security interest in personal property of Torchlight U.S. Holdings, Inc. located in the United States, with related UCC-1 financing statements to be file

6. Registration Rights Agreement. Drafting and negotiation of the Registration Rights Agreement (the "Registration Rights Agreement") providing for the Company's obligation to either (i) file a registration statement with the U.S. Securities and Exchange Commission (the "SEC") relating to an exchange offer for the Notes, or (ii) in the alternative, file a shelf registration statement with the SEC for the resale of th

7. Due Diligence. Coordination and conduct of due diligence in connection with the Offering, including: (a) corporate due diligence (organizational documents, board and shareholder resolutions, good standing certificates, officers' and directors' questionnaires); (b) material contracts review (mining licenses, royalty agreements, offtake agreements, supply agreements, joint venture agreements, if any, and other mater

8. Legal Opinions. Preparation and delivery of U.S. legal opinions in connection with the closing of the Offering, including: (a) a New York law opinion addressing the due authorization, execution, delivery, and enforceability of the Notes, the Indenture, and the other transaction documents governed by New York law; (b) a Delaware law opinion addressing the due organization and good standing of Torchlight U.S. Holdin

9. Coordination with Canadian Counsel. Coordination with Pendleton Ross LLP (issuer's Canadian counsel, lead partner Marie-Claire Bouchard) on all matters relating to Canadian corporate law (including CBCA corporate governance, board and shareholder approval requirements, and subsidiary guarantee authority), Canadian securities law compliance (including TSX notification requirements and any applicable exemptive relie

10. Closing Mechanics. Management of the closing process, including the preparation and delivery of: (a) officer's certificates and secretary's certificates on behalf of the Company and each subsidiary guarantor; (b) bring-down certificates (compliance and good standing); (c) funds flow memorandum detailing the application of the net proceeds of the Offering; (d) payoff letter coordination with Ridgeline Bank of Cana

1. Wolverine Lake Mining Ltd. (Ontario) — 100% owned by TMC Principal operating subsidiary; holds mining rights, mineral claims, and mine site assets

2. Torchlight Milling & Processing Inc. (Ontario) — 100% owned by TMC Owns and operates milling and processing facilities at the Wolverine Lake mine site

3. Torchlight U.S. Holdings, Inc. (Delaware) — 100% owned by TMC U.S. holding subsidiary; EIN: 84-3921057 Initial Purchasers (Purchase Agreement): • Kelvantis Capital Markets LLC — Lead Initial Purchaser / Book-Running Manager • Prestige Barrington & Co., Inc. — Co-Manager • Halcyon Securities Inc. — Co-Manager Indenture Trustee / Collateral Agent: Northern Dominion Trust Company (national banking association) Truste

1. Initial Purchasers pay purchase price to TMC at closing.

2. TMC uses portion of net proceeds to repay Ridgeline revolving facility in full (CAD $140,000,000 drawn amount).

3. Ridgeline revolving facility is terminated; existing liens are released.

4. Remaining net proceeds are used to fund Phase II expansion of the Wolverine Lake Mine and for general corporate purposes.

5. Notes are delivered to Initial Purchasers through DTC for distribution to qualified institutional buyers (Rule 144A) and non-U.S. persons (Regulation S).

6. First-priority security interests are perfected in favor of Northern Dominion Trust Company (as collateral agent) over substantially all assets of TMC and the subsidiary guarantors. This New Matter Memorandum, including all attachments, is the confidential and privileged property of Calderwood & Harkness LLP and is intended solely for the internal administrative use of the firm. This memorandum should not be discl