Contract analysis

Section 1. Promise to Pay — Principal Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act (the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the principal sum of ___ DOLLARS ($___) (or, if different, such lesser or greater principal amount as may be indicated on the Schedule of Increases and Decreases in Global Note attached

Section 2. Promise to Pay — Interest The Issuer promises to pay interest on the principal amount of this Note at the rate of 8.750% per annum. Interest on this Note shall accrue from the Original Issue Date or, if interest has already been paid or duly provided for, from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest on this Note shall be payable semi-annually in

Section 3. Method of Payment Payments of principal of, premium (if any), and interest on this Note shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts ("U.S. Legal Tender"). So long as this Note is a Global Note registered in the name of DTC or its nominee, all payments of principal of, premium (if any), and interest

Section 4. Indenture; Guarantees; Security This Note is one of a duly authorized issue of the Issuer's 8.750% Senior Secured Notes due 2029 (collectively, the "Notes"), limited in aggregate principal amount to $300,000,000 (except as otherwise provided in the Indenture with respect to Additional Notes), issued under and governed by an Indenture dated as of April 19, 2022 (as the same may be amended, supplemented, res

Section 5. Ranking The Notes constitute senior secured obligations of the Issuer and shall: (a) rank pari passu in right of payment with all existing and future senior Indebtedness of the Issuer (including, without limitation, Indebtedness under the Revolving Credit Agreement); (b) rank senior in right of payment to all existing and future Indebtedness of the Issuer that is expressly subordinated in right of payment

Section 6. Optional Redemption (a) Make-Whole Redemption (Prior to April 15, 2025). At any time, and from time to time, prior to April 15, 2025, the Issuer may redeem the Notes, in whole or in part, at its option, upon not less than 10 nor more than 60 days' prior notice (in accordance with the procedures set forth in the Indenture), at a redemption price equal to the greater of: (i) 100% of the principal amount of t

Section 7. Change of Control Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), each Holder of Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder's Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if a

Section 8. Offers to Purchase — Asset Sales The Issuer is obligated to make an offer to purchase Notes upon the occurrence of certain Asset Sales (as defined in the Indenture) in accordance with the provisions of Section 4.10 of the Indenture, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. In accordance

Section 9. Denominations; Transfer; Exchange The Notes are issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. This Note is a Global Note registered in the name of DTC or a nominee thereof. Beneficial interests in this Global Note shall be represented, and transfers of such beneficial interests shall be effected, only through book-ent

Section 10. Persons Deemed Owners Prior to due presentment of this Note for registration of transfer, the Issuer, the Guarantors, the Trustee, and any agent of any of them may treat the Person in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note is overdue, and neither the Issuer, the Guarantors, the Trustee, nor any such agent shall be affected by notice to th

Section 11. Defaults and Remedies The Events of Default with respect to the Notes are set forth in Section 6.01 of the Indenture. If an Event of Default shall occur and be continuing, the principal of, premium (if any), and accrued and unpaid interest on all the Notes may be declared to be due and payable immediately, in the manner and with the effect provided in the Indenture. Upon certain Events of Default arising

Section 12. Amendment; Supplement; Waiver Subject to certain exceptions described in Section 9.02 of the Indenture, the Indenture, the Notes, the Guarantees, or the Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exc

Section 13. Reporting Covenants For so long as any Notes remain outstanding, the Issuer shall provide to the Trustee and, upon request, to each Holder and to prospective purchasers of the Notes: (a) within 90 days after the end of each fiscal year of the Issuer, annual reports containing audited consolidated financial statements of the Issuer and its Restricted Subsidiaries for the most recently completed fiscal year

Section 14. Restrictive Covenants The Indenture contains covenants that limit the ability of the Issuer and its Restricted Subsidiaries to, among other things: (a) incur additional Indebtedness or issue preferred stock, subject to an incurrence-based Consolidated Leverage Ratio test not to exceed 3.75:1.00 and subject to the Permitted Indebtedness exceptions set forth in the Indenture; (b) make Restricted Payments (i

Section 15. Trustee, Paying Agent, Transfer Agent, and Registrar Northern Dominion Trust Company, at its Corporate Trust Office located at 101 Barclay Street, 7th Floor, New York, New York 10286, initially acts as Trustee, Paying Agent, Transfer Agent, and Registrar with respect to the Notes. The Issuer may change any Paying Agent, Transfer Agent, or Registrar without prior notice to any Holder. The Issuer or any of

Section 16. Collateral Agent Northern Dominion Trust Company initially acts as Collateral Agent under the Collateral Agency Agreement dated as of April 19, 2022 (as amended, supplemented, or otherwise modified from time to time, the "Collateral Agency Agreement"), among the Issuer, the Guarantors, the Trustee, and the Collateral Agent. The Collateral Agent shall hold the Collateral for the benefit of the Holders and

Section 17. Governing Law THIS NOTE, AND ANY CLAIM, CONTROVERSY, OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Section 18. CUSIP and ISIN Numbers The Issuer has caused CUSIP and ISIN numbers to be printed on the Notes for convenience of reference by the Holders. The following numbers have been assigned to this Note: CUSIP: 891207 AA 3 ISIN: US891207AA38 No representation is made as to the accuracy of such numbers as printed on the Notes, and reliance may be placed only on the other identification numbers printed hereon. Any r

Section 19. Authentication This Note shall not be valid or obligatory for any purpose until the Certificate of Authentication hereon has been duly executed by manual or facsimile signature of the Trustee, Northern Dominion Trust Company, or its duly authorized agent. Such authentication shall be conclusive evidence, and the only evidence, that this Note has been duly authenticated and delivered under the Indenture.

Section 20. Abbreviations and Definitions Customary abbreviations may be used in the name of a Holder of this Note or an assignee, such as: TEN COM = as tenants in common TEN ENT = as tenants by the entireties JT TEN = as joint tenants with right of survivorship and not as tenants in common CUST = as Custodian U/G/M/A = as Custodian under the Uniform Gifts to Minors Act or Uniform Transfers to Minors Act of the State

Section 21. Additional Rights of Holders of Transfer Restricted Securities The Holder of this Note is entitled to the benefits of the Registration Rights Agreement dated as of April 19, 2022 (as amended, supplemented, or otherwise modified from time to time, the "Registration Rights Agreement"), among the Issuer, the Guarantors, and the Initial Purchasers named therein, namely: (a) Kelvantis Capital Markets LLC; (b)

4. Type of Transfer (check one): (a) Rule 144A Transfer. The undersigned certifies that the transfer is being made to a Person whom the transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, purchasing for its own account or for the account of a qualified institutional buyer, in a transaction meeting the requirements of Rule 144A, and the transfer

5. Certification. The undersigned acknowledges that the Issuer, the Guarantors, the Trustee, the Registrar, and their respective counsel shall be entitled to rely upon the truth and accuracy of the foregoing certifications and agrees that if any of the certifications provided by the undersigned are no longer accurate as of the date of the proposed transfer or exchange, the undersigned shall promptly notify the Issuer