[sheet: Cover]

Field	Value
Transaction	$300,000,000 8.750% Senior Secured Notes due 2029
Issuer	Torchlight Mining Corp.
Offering Type	Rule 144A / Regulation S
Governing Law	State of New York
Closing Date	April 19, 2022
Prepared By	Calderwood & Harkness LLP
Matter No.	1039-00002
Responsible Partner	Vivienne St. Claire
Billing Partner	Robert Adeyemi
Lead Associate	Audrey Zhou
Working Associate	Brendan Walsh
Indenture Trustee / Collateral Agent	Northern Dominion Trust Company
Lead Initial Purchaser	Kelvantis Capital Markets LLC
Co-Managers	Prestige Barrington & Co., Inc.; Halcyon Securities Inc.
Issuer's Canadian Counsel	Pendleton Ross LLP
Initial Purchasers' U.S. Counsel	Clairmont & Voss LLP
Initial Purchasers' Canadian Counsel	Greystone & Whitfield LLP
Auditors	Aldgate Thornton LLP
Independent Engineer	Cascade Technical Advisors Inc.
CUSIP (144A)	891207 AA 3
CUSIP (Reg S)	C89120 AA 5
ISIN (144A)	US891207AA38
ISIN (Reg S)	USC89120AA58
Aggregate Principal Amount	$300,000,000

Issue Price	98.50% of par
Maturity Date	April 15, 2029

[sheet: Parties]

Item No.	Party Full Legal Name	Short Name	Role	Entity Type / Jurisdiction	Key Contact	Title	Address
1	Torchlight Mining Corp.	TMC	Issuer	CBCA corporation — Federal (Canada)	Deepak Rathore	General Counsel & Corporate Secretary	2200 – 400 Burrard Street, Vancouver, BC V6C 3A6, Canada
2	Wolverine Lake Mining Ltd.	WLML	Subsidiary Guarantor	Ontario corporation — Ontario, Canada	Stavros Katsaros	General Manager, Mine Operations	44 Lakeshore Boulevard, Wolverine Lake, ON P0L 1R0, Canada
3	Torchlight Milling & Processing Inc.	TMPI	Subsidiary Guarantor	Ontario corporation — Ontario, Canada	44 Lakeshore Boulevard, Wolverine Lake, ON P0L 1R0, Canada
4	Torchlight U.S. Holdings, Inc.	TUSHI	Subsidiary Guarantor	Delaware corporation — Delaware, USA (EIN: 84-3921057)	1209 Orange Street, Wilmington, DE 19801, USA
5	Kelvantis Capital Markets LLC	Kelvantis	Lead Initial Purchaser / Book-Running Manager	Delaware LLC	Julian Marchetti	Head of HY Origination, Metals & Mining	599 Lexington Avenue, 38th Floor, New York, NY 10022
6	Prestige Barrington & Co., Inc.	Prestige Barrington	Co-Manager / Initial Purchaser	Delaware corporation	Keith O'Sullivan	MD, Debt Capital Markets	1285 Avenue of the Americas, 22nd Floor, New York, NY 10019
7	Halcyon Securities Inc.	Halcyon	Co-Manager / Initial Purchaser	New York corporation	Priya Mehrotra	Director, High Yield	200 Park Avenue, Suite 3100, New York, NY 10166
8	Northern Dominion Trust Company	Northern Dominion	Indenture Trustee / Collateral Agent / Paying Agent / Transfer Agent / Registrar	National banking association (USA)	Sandra Leung	VP, Corporate Trust	101 Barclay Street, 7th Floor, New York, NY 10286
9	Ridgeline Bank of Canada	Ridgeline	Existing Credit Facility Administrative Agent	Schedule I bank (Bank Act, Canada)	Gavin Forde	Relationship Manager	200 Bay Street, Suite 3300, Toronto, ON M5J 2J5, Canada
10	Calderwood & Harkness LLP	C&H	Issuer's U.S. Counsel	LLP — New York, USA	Vivienne St. Claire	Responsible Partner, Capital Markets	450 Park Avenue, New York, NY 10022
11	Pendleton Ross LLP	Pendleton Ross	Issuer's Canadian Counsel	LLP — Ontario, Canada	Marie-Claire Bouchard	Lead Partner, Securities & Corporate Finance	3400 – 1 First Canadian Place, Toronto, ON M5X 1A4, Canada
12	Clairmont & Voss LLP	C&V	Initial Purchasers' U.S. Counsel	LLP — New York, USA	Harrison Voss	Lead Partner, Capital Markets	51 West 52nd Street, New York, NY 10019
13	Greystone & Whitfield LLP	Greystone	Initial Purchasers' Canadian Counsel	LLP — Ontario, Canada	David Shin	Lead Partner	2900 – 100 King Street West, Toronto, ON M5X 1B8, Canada
14	Aldgate Thornton LLP	Aldgate Thornton	Auditors	Partnership — British Columbia, Canada	Francesca Hui	Engagement Partner (Audit)	700 – 1055 Dunsmuir Street, Vancouver, BC V7X 1L4, Canada
15	Northmark Ratings Group, Inc.	Northmark	Rating Agency (B1, stable)	Delaware corporation	250 Greenwich Street, New York, NY 10007
16	Creston Analytics, Inc.	Creston	Rating Agency (B+, stable)	Delaware corporation	55 Water Street, New York, NY 10041
17	Cascade Technical Advisors Inc.	Cascade	Independent Engineer	Alberta corporation	Dr. Elaine Whitaker, P.Eng.	Lead, Independent Engineer	1020 – 8th Avenue SW, Suite 400, Calgary, AB T2P 1J2, Canada

[sheet: Closing Checklist]

Item No.	Category	Document Description	Responsible Party	No. of Originals	Status	Date Executed / Received	Notes
I.1	I. Offering Documents	Preliminary Offering Memorandum (draft dated February 4, 2022)	C&H / Kelvantis	Final	2022-02-04	First draft circulated; marked 'DRAFT — Subject to Revision'
I.2	I. Offering Documents	Final Offering Memorandum (dated March 14, 2022)	C&H / Kelvantis	Final	2022-03-14	Distributed to QIBs (Rule 144A) and non-U.S. persons (Reg S)
II.1	II. Principal Transaction Agreements	Purchase Agreement among Torchlight Mining Corp., the Guarantors, and the Initial Purchasers	C&H / C&V	5	Executed	2022-03-29	Signed March 29, 2022; aggregate principal $300,000,000; issue price 98.50%; IP discount 2.25% ($6,750,000)
II.2	II. Principal Transaction Agreements	Indenture among Torchlight Mining Corp. (Issuer), the Guarantors, and Northern Dominion Trust Company (Trustee)	C&H	5	Executed	2022-04-19	Governs 8.750% Senior Secured Notes due 2029; New York law
II.3	II. Principal Transaction Agreements	First Supplemental Indenture (Form — Future Guarantor Joinder)	C&H	Final (Form)	2022-04-19	Attached as exhibit to Indenture; for future subsidiaries meeting $5M total asset threshold
II.4	II. Principal Transaction Agreements	Registration Rights Agreement among Torchlight Mining Corp., the Guarantors, and the Initial Purchasers	C&H / C&V	5	Executed	2022-04-19	Exchange offer or shelf registration deadline: April 19, 2023 (365 days post-closing)
II.5	II. Principal Transaction Agreements	Security Agreement (U.S.) between Torchlight U.S. Holdings, Inc. and Northern Dominion Trust Company (Collateral Agent)	C&H	3	Executed	2022-04-19	First-priority lien on all TUSHI assets; New York law
II.6	II. Principal Transaction Agreements	General Security Agreement (Canada) among Torchlight Mining Corp., Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., and Northern Dominion Trust Company (Collateral Agent)	C&H / Pendleton Ross	3	Executed	2022-04-19	First-priority lien on all Canadian grantor assets including mining rights (Ontario Mining Claim Nos. WL-4492-01 through WL-4492-47), surface rights (12,400 hectares), equipment, inventory, A/R, IP, equity interests
II.7	II. Principal Transaction Agreements	Collateral Agency Agreement among Torchlight Mining Corp., the Guarantors, and Northern Dominion Trust Company	C&H	3	Executed	2022-04-19	Sets forth Collateral Agent rights, duties, and obligations
III.1	III. Legal Opinions	Calderwood & Harkness LLP Opinion Letter (New York law) — to Initial Purchasers	C&H	3	Executed	2022-04-19	Opines on valid issuance, due authorization, enforceability of Notes and Indenture under NY law; Rule 144A / Reg S exemptions
III.2	III. Legal Opinions	Calderwood & Harkness LLP Opinion Letter (Delaware law — Torchlight U.S. Holdings, Inc.) — to Initial Purchasers	C&H	3	Executed	2022-04-19	Opines on due organization, valid existence, good standing of TUSHI under Delaware law; corporate power and authority for Guarantee and U.S. Security Agreement
III.3	III. Legal Opinions	Pendleton Ross LLP Opinion Letter (Canadian law — Issuer & Canadian Guarantors) — to Initial Purchasers	Pendleton Ross	3	Executed	2022-04-19	Opines on TMC (CBCA), WLML (Ontario), TMPI (Ontario): due organization, corporate power, authorization, enforceability of Guarantees and Canadian GSA; form reviewed and approved by C&H
III.4	III. Legal Opinions	Clairmont & Voss LLP Opinion Letter (New York law) — to Initial Purchasers	C&V	3	Executed	2022-04-19	Initial Purchasers' counsel opinion
III.5	III. Legal Opinions	Greystone & Whitfield LLP Opinion Letter (Canadian law) — to Initial Purchasers	Greystone	3	Executed	2022-04-19	Initial Purchasers' Canadian counsel opinion
IV.1	IV. Officer's & Secretary's Certificates	Officer's Certificate of Torchlight Mining Corp. (Section 4.02 of Indenture)	TMC	3	Executed	2022-04-19	Executed by Lianne Prokopchuk (CFO) and Deepak Rathore (GC); certifies compliance with Indenture conditions, reps true and correct, no Event of Default, use of proceeds as per OM
IV.2	IV. Officer's & Secretary's Certificates	Secretary's Certificate of Torchlight Mining Corp.	TMC	3	Executed	2022-04-19	Executed by Deepak Rathore; attaches board resolutions, articles of incorporation, by-laws, incumbency (Magnus Thornberg – CEO, Lianne Prokopchuk – CFO, Deepak Rathore – GC/Sec, Colleen Hébert – Treasurer)
IV.3	IV. Officer's & Secretary's Certificates	Secretary's Certificate of Wolverine Lake Mining Ltd.	WLML	3	Executed	2022-04-19	Attaches board resolutions authorizing Guarantee and Canadian GSA, articles, incumbency
IV.4	IV. Officer's & Secretary's Certificates	Secretary's Certificate of Torchlight Milling & Processing Inc.	TMPI	3	Executed	2022-04-19	Attaches board resolutions authorizing Guarantee and Canadian GSA, articles, incumbency
IV.5	IV. Officer's & Secretary's Certificates	Secretary's Certificate of Torchlight U.S. Holdings, Inc.	TUSHI	3	Executed	2022-04-19	Attaches board resolutions authorizing Guarantee, U.S. Security Agreement, Collateral Agency Agreement; certificate of incorporation, bylaws, incumbency; EIN: 84-3921057
IV.6	IV. Officer's & Secretary's Certificates	Closing Certificate — Bring-Down of Representations and Warranties (Issuer to Initial Purchasers per Purchase Agreement)	TMC	3	Executed	2022-04-19	Confirms reps and warranties true and correct as of closing; all conditions precedent satisfied
V.1	V. Notes & Global Notes	Global Note — Rule 144A (Exhibit A-1 to Indenture)	C&H / Northern Dominion	1	Executed	2022-04-19	CUSIP: 891207 AA 3; ISIN: US891207AA38; min denomination $2,000 and integral multiples of $1,000 in excess; book-entry through DTC; interest payable April 15 and October 15, commencing October 15, 2022
V.2	V. Notes & Global Notes	Global Note — Regulation S (Exhibit A-2 to Indenture)	C&H / Northern Dominion	1	Executed	2022-04-19	CUSIP: C89120 AA 5; ISIN: USC89120AA58; book-entry through Thackeray Partners LLC/Ashgrove Enterprises
VI.1	VI. Trustee / Collateral Agent Deliverables	DTC Letter of Representations — Torchlight Mining Corp. to Northern Dominion Trust Company / DTC	C&H / TMC	2	Executed	2022-04-19	Re: book-entry settlement through DTC (144A) and Thackeray Partners LLC/Ashgrove Enterprises (Reg S)
VI.2	VI. Trustee / Collateral Agent Deliverables	Northern Dominion Trust Company — Trustee Acceptance and Authentication of Notes	Northern Dominion	1	Executed	2022-04-19	Trustee's acceptance of appointment under the Indenture

VI.3	VI. Trustee / Collateral Agent Deliverables	Northern Dominion Trust Company — Incumbency Certificate	Northern Dominion	1	Received	2022-04-19	Sandra Leung, VP Corporate Trust
VII.1	VII. Payoff & Lien Release	Payoff Letter & Lien Release — Ridgeline Bank of Canada Revolving Facility	C&H / Pendleton Ross / Ridgeline	3	Executed	2022-04-19	Payoff amount: CAD $140,000,000 plus accrued interest and fees; under CAD $225,000,000 committed revolving facility; confirms termination of facility and release of all liens upon receipt; wire instructions included; PPSA discharge filings coordinated with Pendleton Ross
VII.2	VII. Payoff & Lien Release	Evidence of wire transfer of payoff funds to Ridgeline Bank of Canada	TMC / Ridgeline	Received	2022-04-19	USD equivalent: $110,250,000 (CAD $140,000,000 × 0.7875)
VIII.1	VIII. Funds Flow	Funds Flow Memorandum (dated April 18, 2022)	C&H	Final	2022-04-18	Gross proceeds $295,500,000 (98.50% of $300M); IP discount deducted: $6,750,000 (Kelvantis $4,050,000 / Prestige Barrington $1,687,500 / Halcyon $1,012,500); net to Issuer $288,750,000; disbursements include Ridgeline payoff $110,250,000, legal fees, trustee fee, rating fees, printing; residual to TMC operating account for Phase II CapEx and working capital; wire instructions for each party
IX.1	IX. Good Standing / Compliance Certificates	Certificate of Compliance — Torchlight Mining Corp. (Corporations Canada under CBCA)	Pendleton Ross / TMC	1	Received	2022-04-18	Federal (Canada) corporation in good standing
IX.2	IX. Good Standing / Compliance Certificates	Certificate of Status — Wolverine Lake Mining Ltd. (Ontario Ministry of Government and Consumer Services)	Pendleton Ross / WLML	1	Received	2022-04-18	Ontario corporation in good standing
IX.3	IX. Good Standing / Compliance Certificates	Certificate of Status — Torchlight Milling & Processing Inc. (Ontario Ministry of Government and Consumer Services)	Pendleton Ross / TMPI	1	Received	2022-04-18	Ontario corporation in good standing
IX.4	IX. Good Standing / Compliance Certificates	Certificate of Good Standing — Torchlight U.S. Holdings, Inc. (Delaware Secretary of State)	C&H / TUSHI	1	Received	2022-04-15	Delaware corporation in good standing
X.1	X. UCC / PPSA Filings	UCC-1 Financing Statement — Torchlight U.S. Holdings, Inc. (filed with Delaware Secretary of State)	C&H	1	Filed	2022-04-19	Secures first-priority lien on all personal property of TUSHI in favor of Northern Dominion Trust Company as Collateral Agent
X.2	X. UCC / PPSA Filings	PPSA Financing Statement — Torchlight Mining Corp. (filed in British Columbia)	Pendleton Ross	1	Filed	2022-04-19	Secures first-priority lien on all personal property of TMC in favor of Northern Dominion Trust Company as Collateral Agent
X.3	X. UCC / PPSA Filings	PPSA Financing Statement — Wolverine Lake Mining Ltd. (filed in Ontario)	Pendleton Ross	1	Filed	2022-04-19	Secures first-priority lien on all personal property of WLML in favor of Northern Dominion Trust Company as Collateral Agent
X.4	X. UCC / PPSA Filings	PPSA Financing Statement — Torchlight Milling & Processing Inc. (filed in Ontario)	Pendleton Ross	1	Filed	2022-04-19	Secures first-priority lien on all personal property of TMPI in favor of Northern Dominion Trust Company as Collateral Agent
X.5	X. UCC / PPSA Filings	PPSA Discharge — Ridgeline Bank of Canada (all existing filings against TMC, WLML, TMPI)	Pendleton Ross / Ridgeline	Received	2022-04-19	Confirms discharge of all existing PPSA registrations in favor of Ridgeline upon payoff
X.6	X. UCC / PPSA Filings	Lien search results — Torchlight Mining Corp. (BC PPSA)	Pendleton Ross	Received	2022-04-14	Confirms no prior liens other than Ridgeline (to be discharged at closing)
X.7	X. UCC / PPSA Filings	Lien search results — Wolverine Lake Mining Ltd. (Ontario PPSA)	Pendleton Ross	Received	2022-04-14	Confirms no prior liens other than Ridgeline (to be discharged at closing)
X.8	X. UCC / PPSA Filings	Lien search results — Torchlight Milling & Processing Inc. (Ontario PPSA)	Pendleton Ross	Received	2022-04-14	Confirms no prior liens other than Ridgeline (to be discharged at closing)
X.9	X. UCC / PPSA Filings	UCC lien search results — Torchlight U.S. Holdings, Inc. (Delaware)	C&H	Received	2022-04-14	Confirms no prior UCC filings
XI.1	XI. Comfort Letters & Reports	Aldgate Thornton LLP — Comfort Letter (cold comfort) to Initial Purchasers	Aldgate Thornton	3	Received	2022-04-19	Engagement Partner: Francesca Hui, CPA, CA
XI.2	XI. Comfort Letters & Reports	Aldgate Thornton LLP — Bring-Down Comfort Letter to Initial Purchasers	Aldgate Thornton	3	Received	2022-04-19	Bring-down as of closing date
XI.3	XI. Comfort Letters & Reports	Cascade Technical Advisors Inc. — Independent Engineer's Report (Wolverine Lake Mine)	Cascade	3	Received	2022-02-28	Lead: Dr. Elaine Whitaker, P.Eng.; NI 43-101 compliant resource estimates; Phase II expansion feasibility
XI.4	XI. Comfort Letters & Reports	Cascade Technical Advisors Inc. — Consent to inclusion of report in Offering Memorandum	Cascade	1	Received	2022-03-10
XII.1	XII. Ratings	Northmark Ratings Group, Inc. — Rating Letter (B1, stable outlook)	Northmark	1	Received	2022-03-07	Assigned March 7, 2022
XII.2	XII. Ratings	Creston Analytics, Inc. — Rating Letter (B+, stable outlook)	Creston	1	Received	2022-03-07	Assigned March 7, 2022
XIII.1	XIII. Miscellaneous	Closing Certificate — No Material Adverse Change (from Issuer)	TMC	3	Executed	2022-04-19
XIII.2	XIII. Miscellaneous	Evidence of payment of filing fees (Delaware franchise tax, Ontario annual return, etc.)	TMC / C&H / Pendleton Ross	Received	2022-04-19

XIII.3	XIII. Miscellaneous	Process Agent Appointment Letter — Torchlight Mining Corp. (NY process agent for service under Indenture)	C&H / TMC	1	Executed	2022-04-19	New York law governs Indenture
XIII.4	XIII. Miscellaneous	Blue sky / state securities law memorandum	C&H	Final	2022-03-24	Rule 144A offering — limited blue sky issues
XIII.5	XIII. Miscellaneous	Closing Memorandum / Post-Closing Letter — C&H to Torchlight Mining Corp.	C&H	1	Executed	2022-04-22	Confirms successful closing; summarizes post-closing obligations including registration rights deadline (April 19, 2023), Indenture reporting requirements (annual 90 days, quarterly 45 days), UCC/PPSA filing confirmations; provides closing binder index

[sheet: Key Dates]

Date	Event	Status
2022-01-17	Engagement opened; Calderwood & Harkness LLP retained (Matter No. 1039-00002)	Completed
2022-01-21	Organizational / kickoff call	Completed
2022-02-04	First draft of Preliminary Offering Memorandum circulated	Completed
2022-02-14 to 2022-02-16	Management presentations / due diligence sessions	Completed
2022-02-28	Independent engineer's report delivered by Cascade Technical Advisors Inc.	Completed
2022-03-07	Ratings assigned: Northmark B1 (stable); Creston B+ (stable)	Completed
2022-03-14	Marketing period commences; Final Offering Memorandum distributed to investors	Completed
2022-03-25	Pricing Date — Notes priced at 98.50% of par; coupon 8.750%	Completed
2022-03-29	Signing Date — Purchase Agreement executed	Completed
2022-04-05	Original expected closing date (extended due to Canadian regulatory clearance timing)	Extended
2022-04-14	Lien search results received (BC PPSA, Ontario PPSA, Delaware UCC)	Completed
2022-04-18	Funds Flow Memorandum finalized; Good standing certificates received	Completed
2022-04-19	Actual Closing Date — Notes issued; funds disbursed; Ridgeline revolving facility repaid (CAD $140,000,000) and terminated	Completed
2022-10-15	First interest payment date	Pending
2023-04-19	Registration Rights deadline — exchange offer filing or shelf registration	Pending
2025-04-15	First optional redemption date at fixed prices (104.375%)	Pending
2029-04-15	Maturity Date	Pending

[sheet: Status Summary]

Category	Total Items	Executed / Received	Final	Filed	Outstanding	% Complete
I. Offering Documents	2	0	2	0	0	100%
II. Principal Transaction Agreements	7	6	1	0	0	100%
III. Legal Opinions	5	5	0	0	0	100%
IV. Officer's & Secretary's Certificates	6	6	0	0	0	100%
V. Notes & Global Notes	2	2	0	0	0	100%
VI. Trustee / Collateral Agent Deliverables	3	3	0	0	0	100%
VII. Payoff & Lien Release	2	2	0	0	0	100%
VIII. Funds Flow	1	0	1	0	0	100%
IX. Good Standing / Compliance Certificates	4	4	0	0	0	100%
X. UCC / PPSA Filings	9	5	0	4	0	100%
XI. Comfort Letters & Reports	4	4	0	0	0	100%
XII. Ratings	2	2	0	0	0	100%
XIII. Miscellaneous	5	3	1	0	0	100%
TOTAL	52	42	5	4	0	100%

[sheet: Cover]
Field | Value
Transaction | $300,000,000 8.750% Senior Secured Notes due 2029
Issuer | Torchlight Mining Corp.
Offering Type | Rule 144A / Regulation S
Governing Law | State of New York
Closing Date | April 19, 2022
Prepared By | Calderwood & Harkness LLP
Matter No. | 1039-00002
Responsible Partner | Vivienne St. Claire
Billing Partner | Robert Adeyemi
Lead Associate | Audrey Zhou
Working Associate | Brendan Walsh
Indenture Trustee / Collateral Agent | Northern Dominion Trust Company
Lead Initial Purchaser | Kelvantis Capital Markets LLC
Co-Managers | Prestige Barrington & Co., Inc.; Halcyon Securities Inc.
Issuer's Canadian Counsel | Pendleton Ross LLP
Initial Purchasers' U.S. Counsel | Clairmont & Voss LLP
Initial Purchasers' Canadian Counsel | Greystone & Whitfield LLP
Auditors | Aldgate Thornton LLP
Independent Engineer | Cascade Technical Advisors Inc.
CUSIP (144A) | 891207 AA 3
CUSIP (Reg S) | C89120 AA 5
ISIN (144A) | US891207AA38
ISIN (Reg S) | USC89120AA58
Aggregate Principal Amount | $300,000,000
Issue Price | 98.50% of par
Maturity Date | April 15, 2029
[sheet: Parties]
Item No. | Party Full Legal Name | Short Name | Role | Entity Type / Jurisdiction | Key Contact | Title | Address
1 | Torchlight Mining Corp. | TMC | Issuer | CBCA corporation — Federal (Canada) | Deepak Rathore | General Counsel & Corporate Secretary | 2200 – 400 Burrard Street, Vancouver, BC V6C 3A6, Canada
2 | Wolverine Lake Mining Ltd. | WLML | Subsidiary Guarantor | Ontario corporation — Ontario, Canada | Stavros Katsaros | General Manager, Mine Operations | 44 Lakeshore Boulevard, Wolverine Lake, ON P0L 1R0, Canada
3 | Torchlight Milling & Processing Inc. | TMPI | Subsidiary Guarantor | Ontario corporation — Ontario, Canada | 44 Lakeshore Boulevard, Wolverine Lake, ON P0L 1R0, Canada
4 | Torchlight U.S. Holdings, Inc. | TUSHI | Subsidiary Guarantor | Delaware corporation — Delaware, USA (EIN: 84-3921057) | 1209 Orange Street, Wilmington, DE 19801, USA
5 | Kelvantis Capital Markets LLC | Kelvantis | Lead Initial Purchaser / Book-Running Manager | Delaware LLC | Julian Marchetti | Head of HY Origination, Metals & Mining | 599 Lexington Avenue, 38th Floor, New York, NY 10022
6 | Prestige Barrington & Co., Inc. | Prestige Barrington | Co-Manager / Initial Purchaser | Delaware corporation | Keith O'Sullivan | MD, Debt Capital Markets | 1285 Avenue of the Americas, 22nd Floor, New York, NY 10019
7 | Halcyon Securities Inc. | Halcyon | Co-Manager / Initial Purchaser | New York corporation | Priya Mehrotra | Director, High Yield | 200 Park Avenue, Suite 3100, New York, NY 10166
8 | Northern Dominion Trust Company | Northern Dominion | Indenture Trustee / Collateral Agent / Paying Agent / Transfer Agent / Registrar | National banking association (USA) | Sandra Leung | VP, Corporate Trust | 101 Barclay Street, 7th Floor, New York, NY 10286
9 | Ridgeline Bank of Canada | Ridgeline | Existing Credit Facility Administrative Agent | Schedule I bank (Bank Act, Canada) | Gavin Forde | Relationship Manager | 200 Bay Street, Suite 3300, Toronto, ON M5J 2J5, Canada
10 | Calderwood & Harkness LLP | C&H | Issuer's U.S. Counsel | LLP — New York, USA | Vivienne St. Claire | Responsible Partner, Capital Markets | 450 Park Avenue, New York, NY 10022
11 | Pendleton Ross LLP | Pendleton Ross | Issuer's Canadian Counsel | LLP — Ontario, Canada | Marie-Claire Bouchard | Lead Partner, Securities & Corporate Finance | 3400 – 1 First Canadian Place, Toronto, ON M5X 1A4, Canada
12 | Clairmont & Voss LLP | C&V | Initial Purchasers' U.S. Counsel | LLP — New York, USA | Harrison Voss | Lead Partner, Capital Markets | 51 West 52nd Street, New York, NY 10019
13 | Greystone & Whitfield LLP | Greystone | Initial Purchasers' Canadian Counsel | LLP — Ontario, Canada | David Shin | Lead Partner | 2900 – 100 King Street West, Toronto, ON M5X 1B8, Canada
14 | Aldgate Thornton LLP | Aldgate Thornton | Auditors | Partnership — British Columbia, Canada | Francesca Hui | Engagement Partner (Audit) | 700 – 1055 Dunsmuir Street, Vancouver, BC V7X 1L4, Canada
15 | Northmark Ratings Group, Inc. | Northmark | Rating Agency (B1, stable) | Delaware corporation | 250 Greenwich Street, New York, NY 10007
16 | Creston Analytics, Inc. | Creston | Rating Agency (B+, stable) | Delaware corporation | 55 Water Street, New York, NY 10041
17 | Cascade Technical Advisors Inc. | Cascade | Independent Engineer | Alberta corporation | Dr. Elaine Whitaker, P.Eng. | Lead, Independent Engineer | 1020 – 8th Avenue SW, Suite 400, Calgary, AB T2P 1J2, Canada
[sheet: Closing Checklist]
Item No. | Category | Document Description | Responsible Party | No. of Originals | Status | Date Executed / Received | Notes
I.1 | I. Offering Documents | Preliminary Offering Memorandum (draft dated February 4, 2022) | C&H / Kelvantis | Final | 2022-02-04 | First draft circulated; marked 'DRAFT — Subject to Revision'
I.2 | I. Offering Documents | Final Offering Memorandum (dated March 14, 2022) | C&H / Kelvantis | Final | 2022-03-14 | Distributed to QIBs (Rule 144A) and non-U.S. persons (Reg S)
II.1 | II. Principal Transaction Agreements | Purchase Agreement among Torchlight Mining Corp., the Guarantors, and the Initial Purchasers | C&H / C&V | 5 | Executed | 2022-03-29 | Signed March 29, 2022; aggregate principal $300,000,000; issue price 98.50%; IP discount 2.25% ($6,750,000)
II.2 | II. Principal Transaction Agreements | Indenture among Torchlight Mining Corp. (Issuer), the Guarantors, and Northern Dominion Trust Company (Trustee) | C&H | 5 | Executed | 2022-04-19 | Governs 8.750% Senior Secured Notes due 2029; New York law
II.3 | II. Principal Transaction Agreements | First Supplemental Indenture (Form — Future Guarantor Joinder) | C&H | Final (Form) | 2022-04-19 | Attached as exhibit to Indenture; for future subsidiaries meeting $5M total asset threshold
II.4 | II. Principal Transaction Agreements | Registration Rights Agreement among Torchlight Mining Corp., the Guarantors, and the Initial Purchasers | C&H / C&V | 5 | Executed | 2022-04-19 | Exchange offer or shelf registration deadline: April 19, 2023 (365 days post-closing)
II.5 | II. Principal Transaction Agreements | Security Agreement (U.S.) between Torchlight U.S. Holdings, Inc. and Northern Dominion Trust Company (Collateral Agent) | C&H | 3 | Executed | 2022-04-19 | First-priority lien on all TUSHI assets; New York law
II.6 | II. Principal Transaction Agreements | General Security Agreement (Canada) among Torchlight Mining Corp., Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., and Northern Dominion Trust Company (Collateral Agent) | C&H / Pendleton Ross | 3 | Executed | 2022-04-19 | First-priority lien on all Canadian grantor assets including mining rights (Ontario Mining Claim Nos. WL-4492-01 through WL-4492-47), surface rights (12,400 hectares), equipment, inventory, A/R, IP, equity interests
II.7 | II. Principal Transaction Agreements | Collateral Agency Agreement among Torchlight Mining Corp., the Guarantors, and Northern Dominion Trust Company | C&H | 3 | Executed | 2022-04-19 | Sets forth Collateral Agent rights, duties, and obligations
III.1 | III. Legal Opinions | Calderwood & Harkness LLP Opinion Letter (New York law) — to Initial Purchasers | C&H | 3 | Executed | 2022-04-19 | Opines on valid issuance, due authorization, enforceability of Notes and Indenture under NY law; Rule 144A / Reg S exemptions
III.2 | III. Legal Opinions | Calderwood & Harkness LLP Opinion Letter (Delaware law — Torchlight U.S. Holdings, Inc.) — to Initial Purchasers | C&H | 3 | Executed | 2022-04-19 | Opines on due organization, valid existence, good standing of TUSHI under Delaware law; corporate power and authority for Guarantee and U.S. Security Agreement
III.3 | III. Legal Opinions | Pendleton Ross LLP Opinion Letter (Canadian law — Issuer & Canadian Guarantors) — to Initial Purchasers | Pendleton Ross | 3 | Executed | 2022-04-19 | Opines on TMC (CBCA), WLML (Ontario), TMPI (Ontario): due organization, corporate power, authorization, enforceability of Guarantees and Canadian GSA; form reviewed and approved by C&H
III.4 | III. Legal Opinions | Clairmont & Voss LLP Opinion Letter (New York law) — to Initial Purchasers | C&V | 3 | Executed | 2022-04-19 | Initial Purchasers' counsel opinion
III.5 | III. Legal Opinions | Greystone & Whitfield LLP Opinion Letter (Canadian law) — to Initial Purchasers | Greystone | 3 | Executed | 2022-04-19 | Initial Purchasers' Canadian counsel opinion
IV.1 | IV. Officer's & Secretary's Certificates | Officer's Certificate of Torchlight Mining Corp. (Section 4.02 of Indenture) | TMC | 3 | Executed | 2022-04-19 | Executed by Lianne Prokopchuk (CFO) and Deepak Rathore (GC); certifies compliance with Indenture conditions, reps true and correct, no Event of Default, use of proceeds as per OM
IV.2 | IV. Officer's & Secretary's Certificates | Secretary's Certificate of Torchlight Mining Corp. | TMC | 3 | Executed | 2022-04-19 | Executed by Deepak Rathore; attaches board resolutions, articles of incorporation, by-laws, incumbency (Magnus Thornberg – CEO, Lianne Prokopchuk – CFO, Deepak Rathore – GC/Sec, Colleen Hébert – Treasurer)
IV.3 | IV. Officer's & Secretary's Certificates | Secretary's Certificate of Wolverine Lake Mining Ltd. | WLML | 3 | Executed | 2022-04-19 | Attaches board resolutions authorizing Guarantee and Canadian GSA, articles, incumbency
IV.4 | IV. Officer's & Secretary's Certificates | Secretary's Certificate of Torchlight Milling & Processing Inc. | TMPI | 3 | Executed | 2022-04-19 | Attaches board resolutions authorizing Guarantee and Canadian GSA, articles, incumbency
IV.5 | IV. Officer's & Secretary's Certificates | Secretary's Certificate of Torchlight U.S. Holdings, Inc. | TUSHI | 3 | Executed | 2022-04-19 | Attaches board resolutions authorizing Guarantee, U.S. Security Agreement, Collateral Agency Agreement; certificate of incorporation, bylaws, incumbency; EIN: 84-3921057
IV.6 | IV. Officer's & Secretary's Certificates | Closing Certificate — Bring-Down of Representations and Warranties (Issuer to Initial Purchasers per Purchase Agreement) | TMC | 3 | Executed | 2022-04-19 | Confirms reps and warranties true and correct as of closing; all conditions precedent satisfied
V.1 | V. Notes & Global Notes | Global Note — Rule 144A (Exhibit A-1 to Indenture) | C&H / Northern Dominion | 1 | Executed | 2022-04-19 | CUSIP: 891207 AA 3; ISIN: US891207AA38; min denomination $2,000 and integral multiples of $1,000 in excess; book-entry through DTC; interest payable April 15 and October 15, commencing October 15, 2022
V.2 | V. Notes & Global Notes | Global Note — Regulation S (Exhibit A-2 to Indenture) | C&H / Northern Dominion | 1 | Executed | 2022-04-19 | CUSIP: C89120 AA 5; ISIN: USC89120AA58; book-entry through Thackeray Partners LLC/Ashgrove Enterprises
VI.1 | VI. Trustee / Collateral Agent Deliverables | DTC Letter of Representations — Torchlight Mining Corp. to Northern Dominion Trust Company / DTC | C&H / TMC | 2 | Executed | 2022-04-19 | Re: book-entry settlement through DTC (144A) and Thackeray Partners LLC/Ashgrove Enterprises (Reg S)
VI.2 | VI. Trustee / Collateral Agent Deliverables | Northern Dominion Trust Company — Trustee Acceptance and Authentication of Notes | Northern Dominion | 1 | Executed | 2022-04-19 | Trustee's acceptance of appointment under the Indenture
VI.3 | VI. Trustee / Collateral Agent Deliverables | Northern Dominion Trust Company — Incumbency Certificate | Northern Dominion | 1 | Received | 2022-04-19 | Sandra Leung, VP Corporate Trust
VII.1 | VII. Payoff & Lien Release | Payoff Letter & Lien Release — Ridgeline Bank of Canada Revolving Facility | C&H / Pendleton Ross / Ridgeline | 3 | Executed | 2022-04-19 | Payoff amount: CAD $140,000,000 plus accrued interest and fees; under CAD $225,000,000 committed revolving facility; confirms termination of facility and release of all liens upon receipt; wire instructions included; PPSA discharge filings coordinated with Pendleton Ross
VII.2 | VII. Payoff & Lien Release | Evidence of wire transfer of payoff funds to Ridgeline Bank of Canada | TMC / Ridgeline | Received | 2022-04-19 | USD equivalent: $110,250,000 (CAD $140,000,000 × 0.7875)
VIII.1 | VIII. Funds Flow | Funds Flow Memorandum (dated April 18, 2022) | C&H | Final | 2022-04-18 | Gross proceeds $295,500,000 (98.50% of $300M); IP discount deducted: $6,750,000 (Kelvantis $4,050,000 / Prestige Barrington $1,687,500 / Halcyon $1,012,500); net to Issuer $288,750,000; disbursements include Ridgeline payoff $110,250,000, legal fees, trustee fee, rating fees, printing; residual to TMC operating account for Phase II CapEx and working capital; wire instructions for each party
IX.1 | IX. Good Standing / Compliance Certificates | Certificate of Compliance — Torchlight Mining Corp. (Corporations Canada under CBCA) | Pendleton Ross / TMC | 1 | Received | 2022-04-18 | Federal (Canada) corporation in good standing
IX.2 | IX. Good Standing / Compliance Certificates | Certificate of Status — Wolverine Lake Mining Ltd. (Ontario Ministry of Government and Consumer Services) | Pendleton Ross / WLML | 1 | Received | 2022-04-18 | Ontario corporation in good standing
IX.3 | IX. Good Standing / Compliance Certificates | Certificate of Status — Torchlight Milling & Processing Inc. (Ontario Ministry of Government and Consumer Services) | Pendleton Ross / TMPI | 1 | Received | 2022-04-18 | Ontario corporation in good standing
IX.4 | IX. Good Standing / Compliance Certificates | Certificate of Good Standing — Torchlight U.S. Holdings, Inc. (Delaware Secretary of State) | C&H / TUSHI | 1 | Received | 2022-04-15 | Delaware corporation in good standing
X.1 | X. UCC / PPSA Filings | UCC-1 Financing Statement — Torchlight U.S. Holdings, Inc. (filed with Delaware Secretary of State) | C&H | 1 | Filed | 2022-04-19 | Secures first-priority lien on all personal property of TUSHI in favor of Northern Dominion Trust Company as Collateral Agent
X.2 | X. UCC / PPSA Filings | PPSA Financing Statement — Torchlight Mining Corp. (filed in British Columbia) | Pendleton Ross | 1 | Filed | 2022-04-19 | Secures first-priority lien on all personal property of TMC in favor of Northern Dominion Trust Company as Collateral Agent
X.3 | X. UCC / PPSA Filings | PPSA Financing Statement — Wolverine Lake Mining Ltd. (filed in Ontario) | Pendleton Ross | 1 | Filed | 2022-04-19 | Secures first-priority lien on all personal property of WLML in favor of Northern Dominion Trust Company as Collateral Agent
X.4 | X. UCC / PPSA Filings | PPSA Financing Statement — Torchlight Milling & Processing Inc. (filed in Ontario) | Pendleton Ross | 1 | Filed | 2022-04-19 | Secures first-priority lien on all personal property of TMPI in favor of Northern Dominion Trust Company as Collateral Agent
X.5 | X. UCC / PPSA Filings | PPSA Discharge — Ridgeline Bank of Canada (all existing filings against TMC, WLML, TMPI) | Pendleton Ross / Ridgeline | Received | 2022-04-19 | Confirms discharge of all existing PPSA registrations in favor of Ridgeline upon payoff
X.6 | X. UCC / PPSA Filings | Lien search results — Torchlight Mining Corp. (BC PPSA) | Pendleton Ross | Received | 2022-04-14 | Confirms no prior liens other than Ridgeline (to be discharged at closing)
X.7 | X. UCC / PPSA Filings | Lien search results — Wolverine Lake Mining Ltd. (Ontario PPSA) | Pendleton Ross | Received | 2022-04-14 | Confirms no prior liens other than Ridgeline (to be discharged at closing)
X.8 | X. UCC / PPSA Filings | Lien search results — Torchlight Milling & Processing Inc. (Ontario PPSA) | Pendleton Ross | Received | 2022-04-14 | Confirms no prior liens other than Ridgeline (to be discharged at closing)
X.9 | X. UCC / PPSA Filings | UCC lien search results — Torchlight U.S. Holdings, Inc. (Delaware) | C&H | Received | 2022-04-14 | Confirms no prior UCC filings
XI.1 | XI. Comfort Letters & Reports | Aldgate Thornton LLP — Comfort Letter (cold comfort) to Initial Purchasers | Aldgate Thornton | 3 | Received | 2022-04-19 | Engagement Partner: Francesca Hui, CPA, CA
XI.2 | XI. Comfort Letters & Reports | Aldgate Thornton LLP — Bring-Down Comfort Letter to Initial Purchasers | Aldgate Thornton | 3 | Received | 2022-04-19 | Bring-down as of closing date
XI.3 | XI. Comfort Letters & Reports | Cascade Technical Advisors Inc. — Independent Engineer's Report (Wolverine Lake Mine) | Cascade | 3 | Received | 2022-02-28 | Lead: Dr. Elaine Whitaker, P.Eng.; NI 43-101 compliant resource estimates; Phase II expansion feasibility
XI.4 | XI. Comfort Letters & Reports | Cascade Technical Advisors Inc. — Consent to inclusion of report in Offering Memorandum | Cascade | 1 | Received | 2022-03-10
XII.1 | XII. Ratings | Northmark Ratings Group, Inc. — Rating Letter (B1, stable outlook) | Northmark | 1 | Received | 2022-03-07 | Assigned March 7, 2022
XII.2 | XII. Ratings | Creston Analytics, Inc. — Rating Letter (B+, stable outlook) | Creston | 1 | Received | 2022-03-07 | Assigned March 7, 2022
XIII.1 | XIII. Miscellaneous | Closing Certificate — No Material Adverse Change (from Issuer) | TMC | 3 | Executed | 2022-04-19
XIII.2 | XIII. Miscellaneous | Evidence of payment of filing fees (Delaware franchise tax, Ontario annual return, etc.) | TMC / C&H / Pendleton Ross | Received | 2022-04-19
XIII.3 | XIII. Miscellaneous | Process Agent Appointment Letter — Torchlight Mining Corp. (NY process agent for service under Indenture) | C&H / TMC | 1 | Executed | 2022-04-19 | New York law governs Indenture
XIII.4 | XIII. Miscellaneous | Blue sky / state securities law memorandum | C&H | Final | 2022-03-24 | Rule 144A offering — limited blue sky issues
XIII.5 | XIII. Miscellaneous | Closing Memorandum / Post-Closing Letter — C&H to Torchlight Mining Corp. | C&H | 1 | Executed | 2022-04-22 | Confirms successful closing; summarizes post-closing obligations including registration rights deadline (April 19, 2023), Indenture reporting requirements (annual 90 days, quarterly 45 days), UCC/PPSA filing confirmations; provides closing binder index
[sheet: Key Dates]
Date | Event | Status
2022-01-17 | Engagement opened; Calderwood & Harkness LLP retained (Matter No. 1039-00002) | Completed
2022-01-21 | Organizational / kickoff call | Completed
2022-02-04 | First draft of Preliminary Offering Memorandum circulated | Completed
2022-02-14 to 2022-02-16 | Management presentations / due diligence sessions | Completed
2022-02-28 | Independent engineer's report delivered by Cascade Technical Advisors Inc. | Completed
2022-03-07 | Ratings assigned: Northmark B1 (stable); Creston B+ (stable) | Completed
2022-03-14 | Marketing period commences; Final Offering Memorandum distributed to investors | Completed
2022-03-25 | Pricing Date — Notes priced at 98.50% of par; coupon 8.750% | Completed
2022-03-29 | Signing Date — Purchase Agreement executed | Completed
2022-04-05 | Original expected closing date (extended due to Canadian regulatory clearance timing) | Extended
2022-04-14 | Lien search results received (BC PPSA, Ontario PPSA, Delaware UCC) | Completed
2022-04-18 | Funds Flow Memorandum finalized; Good standing certificates received | Completed
2022-04-19 | Actual Closing Date — Notes issued; funds disbursed; Ridgeline revolving facility repaid (CAD $140,000,000) and terminated | Completed
2022-10-15 | First interest payment date | Pending
2023-04-19 | Registration Rights deadline — exchange offer filing or shelf registration | Pending
2025-04-15 | First optional redemption date at fixed prices (104.375%) | Pending
2029-04-15 | Maturity Date | Pending
[sheet: Status Summary]
Category | Total Items | Executed / Received | Final | Filed | Outstanding | % Complete
I. Offering Documents | 2 | 0 | 2 | 0 | 0 | 100%
II. Principal Transaction Agreements | 7 | 6 | 1 | 0 | 0 | 100%
III. Legal Opinions | 5 | 5 | 0 | 0 | 0 | 100%
IV. Officer's & Secretary's Certificates | 6 | 6 | 0 | 0 | 0 | 100%
V. Notes & Global Notes | 2 | 2 | 0 | 0 | 0 | 100%
VI. Trustee / Collateral Agent Deliverables | 3 | 3 | 0 | 0 | 0 | 100%
VII. Payoff & Lien Release | 2 | 2 | 0 | 0 | 0 | 100%
VIII. Funds Flow | 1 | 0 | 1 | 0 | 0 | 100%
IX. Good Standing / Compliance Certificates | 4 | 4 | 0 | 0 | 0 | 100%
X. UCC / PPSA Filings | 9 | 5 | 0 | 4 | 0 | 100%
XI. Comfort Letters & Reports | 4 | 4 | 0 | 0 | 0 | 100%
XII. Ratings | 2 | 2 | 0 | 0 | 0 | 100%
XIII. Miscellaneous | 5 | 3 | 1 | 0 | 0 | 100%
TOTAL | 52 | 42 | 5 | 4 | 0 | 100%

[sheet: Cover]

Record

Parties

Dates

Amounts