Contract analysis

1. Introduction We have acted as Canadian counsel to Torchlight Mining Corp. (the "Issuer" or "TMC"), Wolverine Lake Mining Ltd. ("WLML"), and Torchlight Milling & Processing Inc. ("TMPI" and, together with TMC and WLML, the "Canadian Guarantors") in connection with the offering (the "Offering") of $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes") by the Issuer. The Offerin

2. Defined Terms As used in this opinion letter, the following terms have the meanings ascribed to them below: "Canadian General Security Agreement" or "Canadian GSA" means the General Security Agreement dated as of April 19, 2022 among Torchlight Mining Corp., WLML, and TMPI (collectively, as grantors) and Northern Dominion Trust Company (as Collateral Agent), pursuant to which the Canadian Guarantors have granted a

3. Documents and Records Examined In connection with the opinions expressed herein, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents and records: (a) the articles of incorporation (including all amendments thereto), the by-laws, and the minute books of Torchlight Mining Corp., as furnished to us by officers of TMC; (b) the articles of incorporatio

4. Assumptions In rendering the opinions set forth in this opinion letter, we have assumed the following without independent verification: (a) the genuineness of all signatures on all documents examined by us; (b) the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies (whether certified, photostatic, electronic, or otherwise

5. Opinions Based upon and subject to the foregoing and the qualifications and limitations set forth in Section 6 of this opinion letter, and having regard to such legal considerations as we deem relevant, we are of the opinion that: 5.1 Due Organization and Valid Existence — Torchlight Mining Corp. Torchlight Mining Corp. is a corporation duly incorporated and validly existing under the CBCA. Based on the TMC Status

6. Qualifications and Limitations The opinions expressed in this opinion letter are subject to the following qualifications and limitations: 6.1 Standard Enforceability Qualifications The opinions expressed herein as to the enforceability of the Guarantees, the Canadian GSA, and the other Transaction Documents are subject to and may be limited by: (a) applicable bankruptcy, insolvency, reorganization, moratorium, arr

7. Reliance and Other Matters This opinion letter is rendered solely for the benefit of the Initial Purchasers, being Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc., in connection with the transactions contemplated by the Purchase Agreement and the other Transaction Documents. This opinion letter may also be relied upon by: (a) Calderwood & Harkness LLP, as U.S. counsel to

8. Closing We trust that the foregoing is satisfactory for your purposes. Please do not hesitate to contact the undersigned should you require any further information or clarification. Very truly yours, PENDLETON ROSS LLP By: ________ Name: Marie-Claire Bouchard Title: Partner Securities & Corporate Finance cc: Torchlight Mining Corp. Attention: Deepak Rathore, General Counsel & Corporate Secretary 2200 – 400 Burrard