Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Tender and Support Agreement, dated as of April 8, 2024, by and between Parent and the Stockholder, including all exhibits and schedules attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof. "Beneficially Own" (

Section 1.2 — Interpretation Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement as a whole and not to any particular Article, Section, or othe

ARTICLE II — AGREEMENT TO TENDER

Section 2.1 — Agreement to Tender Shares (a) The Stockholder hereby irrevocably agrees to validly tender (or cause to be validly tendered), and not to withdraw (or cause to be withdrawn), all of the Covered Shares into the Offer, free and clear of all liens, claims, charges, encumbrances, pledges, security interests, options, rights of first refusal, proxies (other than any proxy granted pursuant to this Agreement),

Section 2.2 — No Withdrawal The Stockholder hereby agrees that, once any Covered Shares have been validly tendered in accordance with Section 2.1 hereof, the Stockholder shall not withdraw, and shall not permit to be withdrawn, any such Covered Shares from the Offer, except (a) as required by applicable law (including, without limitation, Rule 14e-1(c) under the Exchange Act), (b) if this Agreement is validly termina

Section 2.3 — Consent to Note Repayment (a) The Stockholder hereby irrevocably consents to the repayment in full of the Convertible Notes at the Closing in an amount equal to the Note Payoff Amount, consisting of $7,800,000 in outstanding principal amount plus accrued and unpaid interest of $275,014 (calculated from December 31, 2023 through an assumed Closing Date of July 16, 2024 at 6.5% per annum on an actual/365-

Section 2.4 — Adjustments to Covered Shares (a) If, at any time after the date hereof and prior to the termination of this Agreement, the Stockholder acquires record or Beneficial Ownership of any additional Shares (whether by purchase, conversion, exchange, stock dividend, stock split, distribution, recapitalization, reclassification, exercise of any option, warrant, or convertible security, or otherwise), such addi

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER The Stockholder hereby represents and warrants to Parent as follows:

Section 3.1 — Organization and Authority (a) Pinnacle Venture Resources Fund II, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited partnership power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. (b) Pinnacle Venture Resources GP II, LLC, the General Par

Section 3.2 — Ownership of Shares (a) As of the date hereof, the Stockholder is the record and Beneficial Owner of 3,600,000 Shares of common stock, par value $0.001 per share, of the Company, representing approximately 20.0% of the 18,000,000 Shares of common stock of the Company issued and outstanding as of the date hereof. The Stockholder's ownership of such Shares is set forth on Exhibit A attached hereto. (b) Th

Section 3.3 — Ownership of Convertible Notes (a) The Stockholder is the sole record and beneficial holder of $7,800,000 aggregate principal amount of the Company's 6.5% Senior Secured Convertible Notes due June 30, 2026, issued pursuant to the Indenture dated as of June 30, 2022, between the Company and the Stockholder. The Stockholder holds such Convertible Notes free and clear of all liens, pledges, encumbrances, s

Section 3.4 — Authorization; Binding Effect (a) The execution, delivery, and performance of this Agreement by the Stockholder, and the consummation by the Stockholder of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of the Stockholder and its General Partner, including, without limitation, any approvals required under the limited partnership agreement

Section 3.5 — No Conflicts The execution, delivery, and performance of this Agreement by the Stockholder, and the consummation by the Stockholder of the transactions contemplated hereby, do not and will not (a) conflict with, or result in any violation or breach of, any provision of the certificate of limited partnership, limited partnership agreement, or other organizational documents of the Stockholder, (b) conflic

Section 3.6 — No Consents No consent, approval, order, or authorization of, or registration, declaration, qualification, or filing with, any governmental authority, regulatory body, or other third party is required to be obtained or made by or with respect to the Stockholder or the General Partner in connection with the execution, delivery, and performance by the Stockholder of this Agreement or the consummation of t

Section 3.7 — Litigation There is no action, suit, claim, proceeding, arbitration, or investigation pending or, to the knowledge of the Stockholder, threatened against the Stockholder or the General Partner, at law or in equity, before or by any court, tribunal, governmental body, or agency, that (a) would reasonably be expected to impair the ability of the Stockholder to perform its obligations under this Agreement

Section 3.8 — Brokers and Finders No broker, finder, investment banker, financial advisor, or other person is entitled to any brokerage fee, finder's fee, financial advisory fee, or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Stockholder or the General Partner, and the Stockholder shall indemnify and hold harmle

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

Section 4.1 — Organization and Authority (a) Torchlight Mining Corp. is a corporation duly organized, validly existing, and in good standing under the laws of the Province of British Columbia, Canada. Parent has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. (b) Parent is duly registered as a foreign private issuer with the SE

Section 4.2 — Authorization; Binding Effect (a) The execution, delivery, and performance of this Agreement by Parent, and the consummation by Parent of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Parent, including, without limitation, approval by the Board of Directors of Parent at a duly convened meeting held on March 14, 2024. No other

Section 4.3 — No Conflicts The execution, delivery, and performance of this Agreement by Parent, and the consummation by Parent of the transactions contemplated hereby, do not and will not (a) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, notice of articles, bylaws, or other organizational documents of Parent, (b) conflict with, or result in any violation or b

Section 4.4 — Sufficient Funds (a) Parent has, and at the Closing will have, sufficient cash, available lines of credit, or other sources of immediately available funds to (i) pay the aggregate consideration of $45,000,000 for all 18,000,000 outstanding Shares of the Company in connection with the Offer, (ii) pay the Note Payoff Amount of $8,075,014 (or such other amount as may be calculated based on the actual Closi

ARTICLE V — COVENANTS OF THE STOCKHOLDER

Section 5.1 — Voting Covenant (a) Until the termination of this Agreement in accordance with Article VII hereof, the Stockholder hereby irrevocably agrees that, at any annual or special meeting of the stockholders of the Company (or any adjournment, postponement, or continuation thereof), however called, and in any action by written consent of the stockholders of the Company in lieu of a meeting, the Stockholder shal

Section 5.2 — No Solicitation (a) The Stockholder hereby agrees that, from the date hereof until the termination of this Agreement in accordance with Article VII, the Stockholder shall not, and shall cause its affiliates, partners (general and limited), managers, members, officers, directors, employees, agents, advisors, and representatives (including, without limitation, any investment banker, financial advisor, att

Section 5.3 — Transfer Restrictions (a) During the term of this Agreement, the Stockholder shall not, directly or indirectly, Transfer any Covered Shares or any interest therein, or enter into any contract, option, commitment, or other arrangement or understanding with respect to the Transfer of any Covered Shares or any interest therein. (b) During the term of this Agreement, the Stockholder shall not create, or per

Section 5.4 — No Appraisal Rights To the fullest extent permitted by applicable law, the Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or perfect, any appraisal rights or dissenters' rights under Section 262 of the Delaware General Corporation Law (or any successor provision thereto), or any similar rights under any other applicable law, with respect to any Covered Sha

Section 5.5 — Further Assurances The Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents, certificates, instruments, and agreements, and take, or cause to be taken, all such further actions, as Parent may reasonably request or as may be reasonably necessary or advisable to effectuate the purposes and intent of this Agreement,

Section 5.6 — Notification of Certain Matters The Stockholder shall promptly (and in any event within two (2) business days) notify Parent in writing of (a) any material change in the number of Covered Shares Beneficially Owned by the Stockholder (including any acquisition or disposition, whether voluntary or involuntary), (b) the occurrence or non-occurrence of any event or development that would cause or would reas

ARTICLE VI — COVENANTS OF PARENT

Section 6.1 — Offer and Merger (a) Parent shall use its commercially reasonable efforts to consummate the Offer and the subsequent merger on the terms and subject to the conditions set forth in the Offer Agreement and the Offer Documents, and shall comply in all material respects with its obligations under the Offer Agreement and applicable law in connection therewith. (b) Parent shall not, without the prior written

Section 6.2 — Payment of Note Payoff Amount (a) At the Closing, Parent shall cause the Company (or, if the merger has been consummated prior to or simultaneously with the Closing, the surviving entity) to pay the Note Payoff Amount to the Stockholder by wire transfer of immediately available funds to the account or accounts designated by the Stockholder in writing not fewer than three (3) business days prior to the C

Section 6.3 — Payment for Tendered Shares At the Closing, Parent shall cause the Depositary to pay to the Stockholder $2.50 per Share, net to the Stockholder in cash, without interest and subject to any applicable withholding of taxes, for each of the 3,600,000 Covered Shares validly tendered (and not withdrawn) in the Offer, for aggregate consideration of $9,000,000, in accordance with the terms and procedures set f

Section 7.1 — Termination Events This Agreement shall terminate automatically and without any further action on the part of any party hereto upon the earliest to occur of the following: (a) the mutual written agreement of Parent and the Stockholder to terminate this Agreement; (b) the Closing, with respect to all obligations of the parties hereunder other than those obligations that by their terms expressly survive t

Section 7.2 — Effect of Termination (a) Upon termination of this Agreement in accordance with Section 7.1, this Agreement shall forthwith become null and void and of no further force or effect, and no party hereto shall have any further liability or obligation hereunder, except that (i) nothing in this Section 7.2 shall relieve any party from liability for any willful and material breach of this Agreement occurring p

Section 8.1 — Notices All notices, requests, demands, claims, consents, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by electronic mail (provided that no automated "bounce back" or similar non-delivery message is received by the sender), (c) one (1) business day after being sent by nati

Section 8.2 — Entire Agreement This Agreement, together with the Exhibit A and Exhibit B attached hereto, the Offer Agreement, and the Offer Documents, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with respect to s

Section 8.3 — Amendments and Waivers (a) No provision of this Agreement may be amended, modified, or supplemented except by an instrument in writing signed by each of the parties hereto. (b) No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party granting such waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a

Section 8.4 — Severability If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic or legal substance of the

Section 8.5 — Assignment This Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto, and any attempted assignment without such consent shall be null and void; provided, however, that Parent may, without the consent of the Stockholder, assign any or all of its rights and obligations under this Agreement to any direct or indirect wholly owned subsidiary of Parent,

Section 8.6 — Governing Law This Agreement and all claims, controversies, disputes, and causes of action (whether in contract, tort, or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby, or the negotiation, execution, or performance of this Agreement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to

Section 8.7 — Jurisdiction; Venue; Waiver of Jury Trial (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state co

Section 8.8 — Specific Performance The parties hereto acknowledge and agree that irreparable damage and harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages alone would not be an adequate remedy therefor. Accordingly, in addition to any other remedy to which a party may be entitled at

Section 8.9 — Expenses Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne and paid by the party incurring such costs and expenses, including, without limitation, all fees and disbursements of legal counsel, financial advisors, accountants, and other professionals engaged by such party.

Section 8.10 — No Third-Party Beneficiaries This Agreement is for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person (including, without limitation, any stockholder, creditor, employee, or agent of the Company or any of its subsidiaries) any right, benefit, r

Section 8.11 — Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counter