1039-00002 · Torchlight Mining Corp · Closing

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RIDGELINE BANK OF CANADA 200 Bay Street, Suite 3300 Toronto, Ontario M5J 2J5 Canada

Telephone: (416) 362-7100 Facsimile: (416) 362-7199

April 19, 2022

VIA ELECTRONIC TRANSMISSION AND COURIER

Torchlight Mining Corp. 2200 – 400 Burrard Street Vancouver, British Columbia V6C 3A6 Canada

Attention: Lianne Prokopchuk, Chief Financial Officer

Attention: Deepak Rathore, General Counsel & Corporate Secretary

Calderwood & Harkness LLP 450 Park Avenue New York, NY 10022

Attention: Vivienne St. Claire

Pendleton Ross LLP 3400 – 1 First Canadian Place Toronto, Ontario M5X 1A4 Canada

Attention: Marie-Claire Bouchard

Northern Dominion Trust Company 101 Barclay Street, 7th Floor New York, NY 10286

Attention: Sandra Leung, Vice President, Corporate Trust

Re: Payoff and Termination of Revolving Credit Facility dated August 12, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") among Torchlight Mining Corp. (as Borrower), Wolverine Lake Mining Ltd. and Torchlight Milling & Processing Inc. (as Guarantors), and Ridgeline Bank of Canada (as Administrative Agent and Lender)

Ladies and Gentlemen:

Reference is made to the Credit Agreement described above. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

This letter (this "Payoff Letter") is delivered by Ridgeline Bank of Canada ("Ridgeline"), in its capacity as Administrative Agent and sole Lender under the Credit Agreement, in connection with the full and final repayment and termination of the revolving credit facility established thereunder, and the release and discharge of all related liens and security interests, all as more particularly described herein.

SECTION 1: RECITALS AND BACKGROUND

A. Pursuant to the Credit Agreement dated as of August 12, 2019, among Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act (the "Borrower" or "Torchlight"), Wolverine Lake Mining Ltd., a corporation incorporated under the Business Corporations Act (Ontario) with a registered office at 44 Lakeshore Boulevard, Wolverine Lake, Ontario P0L 1R0 ("Wolverine Lake"), and Torchlight Milling & Processing Inc., a corporation incorporated under the Business Corporations Act (Ontario) with a registered office at 44 Lakeshore Boulevard, Wolverine Lake, Ontario P0L 1R0 ("Torchlight Milling" and, together with Wolverine Lake, the "Guarantors"), and Ridgeline Bank of Canada, as Administrative Agent and Lender, Ridgeline established and made available to the Borrower a revolving credit facility in an aggregate committed amount of CAD $225,000,000 (the "Facility").

B. As of the date hereof, the aggregate outstanding drawn amount under the Facility is CAD $140,000,000 in principal, together with accrued and unpaid interest, fees, and other amounts as more particularly set forth in Section 2 below. The undrawn and available commitment under the Facility is CAD $85,000,000.

C. Torchlight is concurrently issuing $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes") pursuant to an Indenture dated as of April 19, 2022 (the "Indenture"), among Torchlight, as Issuer, the Guarantors party thereto, and Northern Dominion Trust Company, as Trustee and Collateral Agent. The Notes are being offered in a private placement to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and to certain non-U.S. persons in reliance on Regulation S thereunder.

D. A portion of the net proceeds from the issuance and sale of the Notes will be applied by the Borrower to repay in full all amounts outstanding under the Facility. Upon such repayment, the Credit Agreement and all related loan documents (as more particularly described in Schedule A hereto) are to be terminated, and all liens, security interests, charges, mortgages, hypothecs, and other encumbrances granted to Ridgeline in connection therewith are to be released and discharged, all as set forth herein.

E. The Borrower, through its counsel, Calderwood & Harkness LLP and Pendleton Ross LLP, has requested that Ridgeline deliver this Payoff Letter setting forth the amounts required for full repayment and the terms upon which the Credit Agreement and related security will be terminated, released, and discharged.

SECTION 2: PAYOFF AMOUNT

Ridgeline Bank of Canada, as Administrative Agent and sole Lender under the Credit Agreement, hereby confirms that the total amount required to satisfy in full all obligations of the Borrower and each Guarantor under the Credit Agreement and all related loan documents, calculated as of the close of business on April 19, 2022 (the "Payoff Date"), is as follows:

Payoff Calculation

(the "Payoff Amount")

The principal component of the Payoff Amount is CAD $140,000,000.00. All interest, fees, and other components set forth above have been calculated through and including the Payoff Date. For informational purposes, the per diem interest accrual on the outstanding principal balance is CAD $12,260.27 per day, calculated at the applicable rate of CDOR (1.16% as of the most recent reset date) plus 2.75% per annum, applied to the outstanding principal balance of CAD $140,000,000.00, computed on the basis of a 365-day year and the actual number of days elapsed. In the event that the Payoff Amount is not received on the Payoff Date and a revised payoff letter is required, additional per diem interest shall accrue at such rate until the date of actual receipt.

All amounts set forth herein are denominated in Canadian dollars. If the Borrower elects to remit payment in United States dollars, the conversion shall be effected at the prevailing spot exchange rate as quoted by Ridgeline Bank of Canada on the Payoff Date. For planning purposes only, the parties note that the indicative USD/CAD exchange rate as of the date hereof is approximately 0.7875, which would translate the CAD $140,000,000 principal component to approximately USD $110,250,000. The Borrower acknowledges that exchange rate fluctuations between the date of this letter and the time of actual remittance may result in a higher or lower U.S. dollar equivalent amount. The final converted amount in U.S. dollars required to satisfy the Payoff Amount in full shall be determined by Ridgeline at the time of receipt, and any shortfall resulting from exchange rate movements must be promptly remitted by the Borrower.

Ridgeline hereby confirms that no prepayment premium or penalty is owing under the Credit Agreement in connection with the full repayment and termination contemplated by this Payoff Letter. The Borrower's right to prepay in full without premium or penalty is set forth in Section 5.04(a) of the Credit Agreement.

SECTION 3: PAYMENT INSTRUCTIONS

The Payoff Amount shall be remitted by wire transfer of immediately available funds to the following account:

3.1 Canadian Dollar Wire Instructions

Beneficiary Bank: Ridgeline Bank of Canada Address: 200 Bay Street, Suite 3300, Toronto, Ontario M5J 2J5, Canada Account Name: Ridgeline Bank of Canada — Loan Administration Transit / Institution Number: 00412-004 Account Number: 1098-7632-441 SWIFT Code: RDGLCATT Reference: Torchlight Mining Corp. — Revolving Credit Facility Payoff — Credit Agreement dated August 12, 2019

3.2 U.S. Dollar Wire Instructions (if applicable)

If the Borrower elects to remit the Payoff Amount in United States dollars, payment shall be made to the following account:

Correspondent Bank: Federal Reserve Bank of New York (Fedwire) ABA / Routing Number: 021000089 SWIFT Code: FRNYUS33

Beneficiary Bank: Ridgeline Bank of Canada, New York Agency Address: 1251 Avenue of the Americas, 33rd Floor, New York, NY 10020 Account Name: Ridgeline Bank of Canada — Loan Administration (USD) Account Number: 890-446-7210 SWIFT Code: RDGLUS33 Reference: Torchlight Mining Corp. — Revolving Credit Facility Payoff — Credit Agreement dated August 12, 2019

3.3 Timing of Payment

Payment of the Payoff Amount must be received in immediately available funds no later than 2:00 p.m. (Toronto time) on April 19, 2022 (the Payoff Date). If payment is not received by 2:00 p.m. (Toronto time) on the Payoff Date but is received by 5:00 p.m. (Toronto time) on such date, the Payoff Amount shall be increased by one additional day of per diem interest in the amount of CAD $12,260.27, and such additional amount must be remitted simultaneously or promptly thereafter. If payment is not received by 5:00 p.m. (Toronto time) on the Payoff Date, this Payoff Letter shall terminate and become null and void in accordance with Section 9 hereof.

The Borrower or its counsel shall provide Ridgeline with confirmation of the wire transfer (including the federal reference number or equivalent tracking confirmation) promptly upon initiation of the transfer by contacting Gavin Forde, Relationship Manager, at (416) 362-7142 or gavin.forde@ridgelinebank.ca.

SECTION 4: CONFIRMATION OF TERMINATION OF CREDIT AGREEMENT

Upon receipt by Ridgeline of the Payoff Amount in full in immediately available funds on the Payoff Date in accordance with the terms of this Payoff Letter:

(a) the Credit Agreement, all commitments of Ridgeline thereunder (including, without limitation, the aggregate revolving commitment of CAD $225,000,000, comprising the drawn amount of CAD $140,000,000 and the undrawn and available commitment of CAD $85,000,000), and all related loan documents described in Schedule A hereto (including, without limitation, all guarantee obligations of Wolverine Lake Mining Ltd. and Torchlight Milling & Processing Inc. under the Guarantee dated August 12, 2019 and the General Security Agreement dated August 12, 2019) shall be deemed terminated, cancelled, and of no further force or effect;

(b) all obligations of Torchlight Mining Corp. as Borrower and of each of Wolverine Lake Mining Ltd. and Torchlight Milling & Processing Inc. as Guarantors under the Credit Agreement and all related loan documents shall be deemed indefeasibly paid, satisfied, and discharged in full (subject only to the survival of certain obligations as set forth in Section 8 hereof);

(c) no further advances, borrowings, letters of credit, or other extensions of credit may be requested or made under the Facility, and the Facility shall be permanently terminated; and

(d) Ridgeline shall have no further obligation to make advances or otherwise extend credit to the Borrower under the Credit Agreement or the Facility.

The termination contemplated by this Section 4 shall be effective automatically upon receipt of the Payoff Amount in full, without the necessity of any further documentation, instrument, or action on the part of any party, except as may be required in connection with the release and discharge of liens and security interests as described in Section 5 and the delivery of pledged collateral as described in Section 6.

SECTION 5: RELEASE OF LIENS AND SECURITY INTERESTS

5.1 Canadian Security Releases

Upon receipt of the Payoff Amount in full in immediately available funds on the Payoff Date, Ridgeline Bank of Canada, in its capacity as Administrative Agent and secured party under the Credit Agreement and the related security documents, hereby irrevocably and unconditionally authorizes, agrees, and undertakes to release, discharge, and reconvey all liens, charges, security interests, mortgages, hypothecs, and other encumbrances of whatever nature or kind (collectively, "Encumbrances") granted by or on behalf of Torchlight Mining Corp., Wolverine Lake Mining Ltd., and Torchlight Milling & Processing Inc. to or in favor of Ridgeline to secure any obligations under the Credit Agreement and the related loan documents, including, without limitation, the following:

(a) all registrations made under the Personal Property Security Act (Ontario) (the "Ontario PPSA") against each of Torchlight Mining Corp., Wolverine Lake Mining Ltd., and Torchlight Milling & Processing Inc. as debtors in favor of Ridgeline Bank of Canada as secured party, as more particularly described in Schedule B hereto;

(b) all registrations made under the Personal Property Security Act (British Columbia) (the "BC PPSA") against Torchlight Mining Corp. as debtor in favor of Ridgeline Bank of Canada as secured party, as more particularly described in Schedule B hereto;

(c) any and all charges, encumbrances, liens, or security interests registered or recorded against the mining rights, mineral claims, mining leases, and surface rights at the Wolverine Lake property (comprising approximately 12,400 hectares), including, without limitation, Ontario Mining Claim Nos. WL-4492-01 through WL-4492-47, inclusive, and any registrations or notations made in the Ontario Mining Recorder's office, the Ontario Land Registry, or any other applicable mining or land title registry;

(d) any and all security interests in equipment, inventory, accounts receivable, deposit accounts, investment property, intellectual property, contract rights, general intangibles, and all other personal property of Torchlight Mining Corp., Wolverine Lake Mining Ltd., and Torchlight Milling & Processing Inc. granted to Ridgeline pursuant to the General Security Agreement dated August 12, 2019; and

(e) any and all pledges of the issued and outstanding equity interests (including shares of capital stock) in Wolverine Lake Mining Ltd. and Torchlight Milling & Processing Inc. granted to Ridgeline pursuant to the Pledge Agreement dated August 12, 2019, together with all rights ancillary thereto.

5.2 Authorization to File Discharge Statements

Ridgeline Bank of Canada hereby irrevocably authorizes Torchlight Mining Corp. and its Canadian counsel, Pendleton Ross LLP (Attention: Marie-Claire Bouchard), and its U.S. counsel, Calderwood & Harkness LLP (Attention: Vivienne St. Claire), to prepare, execute on behalf of Ridgeline (to the extent permitted by applicable law), file, or register, at the sole cost and expense of Torchlight, the following:

(a) Financing change statements (Form 4 or equivalent form) under the Ontario PPSA to discharge all PPSA registrations in the Province of Ontario in favor of Ridgeline Bank of Canada as secured party against each of Torchlight Mining Corp., Wolverine Lake Mining Ltd., and Torchlight Milling & Processing Inc.;

(b) Financing change statements (Form 4 or equivalent form) under the BC PPSA to discharge all PPSA registrations in the Province of British Columbia in favor of Ridgeline Bank of Canada as secured party against Torchlight Mining Corp.;

(c) Any required discharges, releases, cessations, reconveyances, or other instruments necessary to remove or cancel any registrations, charges, or encumbrances in the Ontario Mining Recorder's office, the Ontario Land Registry, or any other applicable mining or land title registry in respect of the mining claims, mineral rights, mining leases, surface rights, or other real property interests relating to the Wolverine Lake property; and

(d) Any other instruments, certificates, filings, registrations, or documents in any jurisdiction that may be necessary or desirable to evidence, confirm, or give effect to the release and discharge of all Encumbrances previously granted to Ridgeline Bank of Canada in connection with the Credit Agreement and the related loan documents.

Pendleton Ross LLP (Marie-Claire Bouchard) shall have primary responsibility for the preparation and filing of all PPSA discharge filings in the Provinces of Ontario and British Columbia, as well as any discharges required in the Ontario Mining Recorder's office and the Ontario Land Registry. Calderwood & Harkness LLP shall coordinate with Pendleton Ross LLP with respect to any filings that may be required in other jurisdictions, if any. All such filings and registrations shall be completed promptly following receipt of the Payoff Amount and, in any event, within fifteen (15) business days of the Payoff Date.

Ridgeline Bank of Canada undertakes to execute and deliver, promptly upon request by Torchlight or its counsel, any additional instruments, discharges, or documents that may be reasonably necessary to give full effect to the releases and discharges contemplated by this Section 5.

5.3 No Remaining Security

Upon completion of the releases, discharges, and filings contemplated by this Section 5, Ridgeline Bank of Canada confirms that no liens, security interests, charges, mortgages, hypothecs, or other Encumbrances in favor of Ridgeline Bank of Canada shall remain outstanding or of record against any assets, properties, or rights of Torchlight Mining Corp., Wolverine Lake Mining Ltd., or Torchlight Milling & Processing Inc. If any such Encumbrance is discovered to remain of record after the Payoff Date (whether through inadvertence, administrative delay, or otherwise), Ridgeline shall, promptly upon becoming aware thereof or upon notice from Torchlight or its counsel, take all steps reasonably necessary to cause such Encumbrance to be discharged and removed at Ridgeline's sole cost and expense.

SECTION 6: DELIVERY OF PLEDGED COLLATERAL

To the extent that Ridgeline Bank of Canada holds in its possession or under its control any certificated securities, original share certificates, executed but undated stock transfer powers, original promissory notes, instruments, or other tangible collateral pledged or delivered to Ridgeline in connection with the Credit Agreement and the related security documents (collectively, "Pledged Collateral"), Ridgeline shall deliver all such Pledged Collateral to the Borrower (or as otherwise directed by the Borrower in writing) at the following address within five (5) business days following receipt of the Payoff Amount in full:

Torchlight Mining Corp. 2200 – 400 Burrard Street Vancouver, British Columbia V6C 3A6 Canada

Attention: Colleen Hébert, Treasurer

Without limiting the foregoing, Ridgeline acknowledges that the following items of Pledged Collateral are currently held by Ridgeline and shall be returned in accordance with this Section 6:

(a) Original share certificates representing all of the issued and outstanding shares of capital stock of Wolverine Lake Mining Ltd. (Certificate Nos. WLM-001 through WLM-003, inclusive);

(b) Original share certificates representing all of the issued and outstanding shares of capital stock of Torchlight Milling & Processing Inc. (Certificate Nos. TMP-001 and TMP-002);

(c) Executed stock transfer powers (in blank) relating to the share certificates described in clauses (a) and (b) above; and

(d) Any original promissory notes or instruments executed by Wolverine Lake Mining Ltd. or Torchlight Milling & Processing Inc. and delivered to Ridgeline in connection with the Credit Agreement or the related security documents.

Delivery of all such Pledged Collateral shall be made by bonded courier service with signature confirmation, at Ridgeline's cost and expense. Ridgeline shall provide Torchlight with tracking information for such delivery promptly upon shipment.

SECTION 7: REPRESENTATIONS AND CONFIRMATIONS OF RIDGELINE BANK OF CANADA

Ridgeline Bank of Canada, in its capacity as Administrative Agent and sole Lender under the Credit Agreement, hereby represents, warrants, and confirms to the Borrower, the Guarantors, Northern Dominion Trust Company (as Collateral Agent under the Indenture), and their respective counsel as follows:

(a) Sole Lender Status. Ridgeline is the sole lender and administrative agent under the Credit Agreement. There are no syndicate participants, co-lenders, assignees, or holders of participations in respect of any of the loans, commitments, or other obligations under the Credit Agreement. No portion of the loans or commitments under the Credit Agreement has been assigned, transferred, novated, or participated to any third party.

(b) Accuracy of Payoff Amount. The Payoff Amount set forth in Section 2 hereof represents all amounts owing by the Borrower and the Guarantors under the Credit Agreement and all related loan documents as of the Payoff Date. No other amounts (other than the surviving obligations described in Section 8 hereof, if any) shall be due or payable by the Borrower or any Guarantor to Ridgeline under or in respect of the Credit Agreement or any related loan document following receipt of the Payoff Amount in full.

(c) No Default. To the knowledge of Ridgeline, no Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default (an "Unmatured Event of Default") exists under the Credit Agreement as of the date hereof that would prevent, delay, or otherwise impair the termination of the Credit Agreement and the release and discharge of liens and security interests contemplated by this Payoff Letter, other than any default that would be cured by receipt of the Payoff Amount.

(d) No Transfer or Assignment. Ridgeline has not assigned, transferred, pledged, encumbered, or granted any participation in any of its rights, interests, or obligations under the Credit Agreement or any related loan document to any third party, and Ridgeline is the sole holder of all rights, claims, and interests arising under or in connection with the Credit Agreement.

(e) Full Discharge. Upon receipt of the Payoff Amount in full in immediately available funds on the Payoff Date, Ridgeline Bank of Canada will have no further claims, demands, causes of action, or rights of any kind or nature against Torchlight Mining Corp. or any Guarantor in respect of obligations arising under or in connection with the Credit Agreement or any related loan document, except for (i) indemnification obligations that by their express terms survive termination of the Credit Agreement, and (ii) expense reimbursement obligations arising prior to the Payoff Date, in each case to the extent such amounts have not been included in the Payoff Amount and are subject to the notice and time limitations set forth in Section 8 hereof.

SECTION 8: SURVIVAL OF CERTAIN OBLIGATIONS

Notwithstanding the termination of the Credit Agreement and the satisfaction and discharge of all obligations of the Borrower and the Guarantors thereunder, the following obligations shall survive in accordance with their terms:

(a) The indemnification obligations of Torchlight Mining Corp. set forth in Section 12.04 of the Credit Agreement (relating to indemnification of the Administrative Agent and its related parties against losses, claims, damages, liabilities, and expenses arising out of or in connection with the Credit Agreement and the related loan documents) shall survive the termination of the Credit Agreement, to the extent that the events, acts, or omissions giving rise to any such indemnification claim occurred prior to the Payoff Date and to the extent such amounts have not been included in the Payoff Amount set forth in Section 2 hereof.

(b) Any expense reimbursement obligations of the Borrower under Section 12.03 of the Credit Agreement (relating to reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, including fees and disbursements of counsel) arising prior to the Payoff Date that have not been invoiced and included in the Payoff Amount shall survive termination of the Credit Agreement, subject to the requirement that Ridgeline provide written notice to the Borrower (with a copy to Pendleton Ross LLP and Calderwood & Harkness LLP) of any such additional amounts within thirty (30) days following the Payoff Date. Any expense reimbursement amounts not submitted within such thirty (30) day period shall be deemed waived and forever released.

For the avoidance of doubt, the survival of the foregoing obligations shall not affect or impair the effectiveness of the termination of the Credit Agreement, the release and discharge of all Encumbrances, or the return of Pledged Collateral as contemplated by Sections 4, 5, and 6 hereof, each of which shall be effective and irrevocable upon receipt of the Payoff Amount regardless of whether any surviving obligations remain outstanding.

SECTION 9: IRREVOCABILITY

This Payoff Letter is irrevocable upon delivery to the addressees hereof. Provided that the Payoff Amount is received by Ridgeline in immediately available funds no later than 2:00 p.m. (Toronto time) on April 19, 2022 (the Payoff Date), the releases, discharges, termination, and other actions set forth in this Payoff Letter shall become effective automatically, without the necessity of any further instrument, document, consent, approval, or action on the part of Ridgeline or any other party.

If the Payoff Amount is received after 2:00 p.m. (Toronto time) but on or before 5:00 p.m. (Toronto time) on April 19, 2022, this Payoff Letter shall remain effective, provided that the Borrower remits the additional per diem interest accrual of CAD $12,260.27 simultaneously with or promptly following the payment of the Payoff Amount.

If the Payoff Amount is not received by 5:00 p.m. (Toronto time) on April 19, 2022, this Payoff Letter shall automatically and without further action become null and void and of no further force or effect, and all obligations of the Borrower and each Guarantor under the Credit Agreement and all related loan documents shall remain in full force and effect as if this Payoff Letter had never been delivered. In such event, a revised payoff letter reflecting additional accrued interest and any other amounts that may have become due or payable shall be required, and such revised payoff letter shall be subject to Ridgeline's review and approval.

SECTION 10: GOVERNING LAW

This Payoff Letter shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction. The selection of governing law set forth in this Section 10 is consistent with the governing law provisions of the Credit Agreement and is intended to ensure uniformity in interpretation and enforcement as between this Payoff Letter and the Credit Agreement.

SECTION 11: COUNTERPARTS AND DELIVERY

This Payoff Letter may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by electronic transmission (including by portable document format (PDF) via email) shall be equally as effective as delivery of an original executed counterpart. Any party delivering an executed counterpart of this Payoff Letter by electronic transmission shall also deliver an original executed counterpart, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, or binding effect of this Payoff Letter.

[Remainder of page intentionally left blank. Signature pages follow.]

SIGNATURE PAGE TO PAYOFF LETTER

IN WITNESS WHEREOF, Ridgeline Bank of Canada has caused this Payoff Letter to be executed and delivered by its duly authorized officer as of the date first written above.

RIDGELINE BANK OF CANADA, as Administrative Agent and Lender

By: ________

Name: Gavin Forde

Title: Relationship Manager

Date: April 19, 2022

ACKNOWLEDGMENT AND AGREEMENT

The undersigned hereby acknowledges receipt of this Payoff Letter, confirms the accuracy of the recitals and background set forth herein, and agrees to the terms and conditions set forth herein, including, without limitation, the payment of the Payoff Amount, the termination of the Credit Agreement, and the survival of certain obligations as described in Section 8.

TORCHLIGHT MINING CORP., as Borrower

By: ________

Name: Lianne Prokopchuk

Title: Chief Financial Officer

By: ________

Name: Deepak Rathore

Title: General Counsel & Corporate Secretary

SCHEDULE A

LIST OF LOAN DOCUMENTS TO BE TERMINATED

Upon receipt of the Payoff Amount in full in immediately available funds in accordance with this Payoff Letter, each of the following loan documents (together with all amendments, supplements, restatements, waivers, and modifications thereto) shall be deemed terminated and of no further force or effect (subject to the survival provisions set forth in Section 8 of this Payoff Letter):

1. Credit Agreement dated as of August 12, 2019, among Torchlight Mining Corp. (as Borrower), Wolverine Lake Mining Ltd. and Torchlight Milling & Processing Inc. (as Guarantors), and Ridgeline Bank of Canada (as Administrative Agent and Lender), as amended by the First Amendment thereto dated as of March 6, 2020 and the Second Amendment thereto dated as of November 14, 2021.

2. General Security Agreement dated as of August 12, 2019, granted by each of Torchlight Mining Corp., Wolverine Lake Mining Ltd., and Torchlight Milling & Processing Inc. in favor of Ridgeline Bank of Canada, as Administrative Agent and secured party.

3. Guarantee dated as of August 12, 2019, granted by Wolverine Lake Mining Ltd. in favor of Ridgeline Bank of Canada, as Administrative Agent, guaranteeing the obligations of Torchlight Mining Corp. under the Credit Agreement.

4. Guarantee dated as of August 12, 2019, granted by Torchlight Milling & Processing Inc. in favor of Ridgeline Bank of Canada, as Administrative Agent, guaranteeing the obligations of Torchlight Mining Corp. under the Credit Agreement.

5. Pledge Agreement dated as of August 12, 2019, among Torchlight Mining Corp. (as Pledgor) and Ridgeline Bank of Canada (as Pledgee and Administrative Agent), pursuant to which Torchlight pledged all of its equity interests in Wolverine Lake Mining Ltd. and Torchlight Milling & Processing Inc. to Ridgeline.

6. All ancillary documents, side letters, compliance certificates, borrowing request notices, interest rate selection notices, officer's certificates, and all other instruments and documents delivered in connection with or pursuant to any of the foregoing loan documents.

SCHEDULE B

LIST OF PPSA AND OTHER REGISTRATIONS TO BE DISCHARGED

The following table sets forth all registrations under the Personal Property Security Act (Ontario), the Personal Property Security Act (British Columbia), and other applicable registries that are to be discharged and released in connection with this Payoff Letter. Pendleton Ross LLP (Marie-Claire Bouchard) shall coordinate and file all discharge statements as authorized in Section 5.2 of this Payoff Letter.

Notes:

(i) The mining claim registrations referenced in Row 5 above relate to Ontario Mining Claim Nos. WL-4492-01 through WL-4492-47 (forty-seven individual claims in aggregate), each of which must be individually addressed in the discharge filing with the Ontario Mining Recorder's Office. Pendleton Ross LLP shall prepare and submit a consolidated application for discharge covering all forty-seven claims.

(ii) The Ontario Land Registry registrations referenced in Row 6 relate to eight individual PINs associated with the surface rights at the Wolverine Lake property. A single Application to Delete Instrument may be submitted for all eight PINs.

(iii) To the extent any additional registrations in favor of Ridgeline Bank of Canada are discovered during the discharge process that are not listed above, Ridgeline hereby authorizes their discharge in accordance with Section 5.2 of this Payoff Letter, and Ridgeline shall cooperate in executing any additional instruments required for such purpose.

SCHEDULE C

WIRE INSTRUCTIONS

This Schedule C sets forth the detailed wire transfer instructions for remittance of the Payoff Amount, cross-referencing and supplementing the payment instructions set forth in Section 3 of this Payoff Letter.

Canadian Dollar Payment

Beneficiary Bank: Ridgeline Bank of Canada Bank Address: 200 Bay Street, Suite 3300, Toronto, Ontario M5J 2J5, Canada Account Name: Ridgeline Bank of Canada — Loan Administration Transit Number: 00412 Institution Number: 004 Account Number: 1098-7632-441 SWIFT / BIC Code: RDGLCATT Reference Line: Torchlight Mining Corp. — Revolving Credit Facility Payoff — Credit Agreement dated August 12, 2019 Contact for Payment Confirmation: Gavin Forde, Relationship Manager, Ridgeline Bank of Canada Telephone: (416) 362-7142 Email: gavin.forde@ridgelinebank.ca

U.S. Dollar Payment (if applicable)

Correspondent Bank: Federal Reserve Bank of New York Fedwire ABA / Routing Number: 021000089 Correspondent SWIFT Code: FRNYUS33

Beneficiary Bank: Ridgeline Bank of Canada, New York Agency Bank Address: 1251 Avenue of the Americas, 33rd Floor, New York, NY 10020 Account Name: Ridgeline Bank of Canada — Loan Administration (USD) Account Number: 890-446-7210 SWIFT / BIC Code: RDGLUS33 Reference Line: Torchlight Mining Corp. — Revolving Credit Facility Payoff — Credit Agreement dated August 12, 2019 Contact for Payment Confirmation: Gavin Forde, Relationship Manager, Ridgeline Bank of Canada Telephone: (416) 362-7142 Email: gavin.forde@ridgelinebank.ca

Important Remittance Notes

(a) All payments must be made in immediately available funds. Payments received subject to collection, clearing, or hold periods shall not be deemed received for purposes of this Payoff Letter until such funds have become immediately available.

(b) Payment must be received no later than 2:00 p.m. (Toronto time) on April 19, 2022. See Section 3.3 and Section 9 of this Payoff Letter regarding the consequences of late payment.

(c) If the Borrower elects to remit in U.S. dollars, the applicable exchange rate for conversion to Canadian dollars shall be the spot rate quoted by Ridgeline Bank of Canada at the time of receipt. Any shortfall resulting from exchange rate fluctuations must be promptly remitted in supplemental payment.

(d) The Borrower shall bear all wire transfer fees, intermediary bank charges, and currency conversion costs associated with the remittance of the Payoff Amount.

Form prepared by Calderwood & Harkness LLP (Matter No. 1039-00002) in coordination with Pendleton Ross LLP; for execution by Ridgeline Bank of Canada.

Component	Amount (CAD)
Outstanding Principal	$140,000,000.00
Accrued and Unpaid Interest (through and including the Payoff Date, calculated at CDOR + 2.75% per annum on the outstanding principal balance)	$1,347,260.27
Accrued Facility / Commitment Fees (standby fee of 0.50% per annum on the undrawn commitment of CAD $85,000,000, accrued from January 1, 2022 through the Payoff Date)	$127,397.26
Breakage Costs (applicable to the current CDOR interest period ending May 12, 2022, if any)	$83,541.10
Administrative Agent Fees (annual administrative agency fee, pro-rated through the Payoff Date)	$18,750.00
Legal Fees and Expenses of Ridgeline Bank of Canada (estimated; final invoice to follow)	$42,500.00
Total Payoff Amount	CAD $141,619,448.63
No.	Registration Jurisdiction	Registration Number	Debtor Name	Secured Party	Collateral Description	Filing Date	Discharge Action Required
1	Ontario (PPSA)	20190812-1547-3892	Torchlight Mining Corp.	Ridgeline Bank of Canada	All present and after-acquired personal property	August 12, 2019	Financing Change Statement (Form 4) — Total Discharge
2	Ontario (PPSA)	20190812-1547-3893	Wolverine Lake Mining Ltd.	Ridgeline Bank of Canada	All present and after-acquired personal property	August 12, 2019	Financing Change Statement (Form 4) — Total Discharge
3	Ontario (PPSA)	20190812-1547-3894	Torchlight Milling & Processing Inc.	Ridgeline Bank of Canada	All present and after-acquired personal property	August 12, 2019	Financing Change Statement (Form 4) — Total Discharge
4	British Columbia (PPSA)	20190813-0922-7761	Torchlight Mining Corp.	Ridgeline Bank of Canada	All present and after-acquired personal property	August 13, 2019	Financing Change Statement (Form 4) — Total Discharge
5	Ontario Mining Recorder	MR-2019-WL-0847	Wolverine Lake Mining Ltd. / Torchlight Mining Corp.	Ridgeline Bank of Canada	Mining Claims WL-4492-01 through WL-4492-47 (Wolverine Lake property, 12,400 hectares); all mineral rights and surface rights appurtenant thereto	August 15, 2019	Discharge of Encumbrance / Release filing with the Ontario Mining Recorder's Office
6	Ontario Land Registry (Parcel Register)	LR-2019-08-4471	Wolverine Lake Mining Ltd.	Ridgeline Bank of Canada	Surface rights, Wolverine Lake property (PIN 73291-0044 through 73291-0051)	August 16, 2019	Discharge of Charge / Application to Delete Instrument

RIDGELINE BANK OF CANADA 200 Bay Street, Suite 3300 Toronto, Ontario M5J 2J5 Canada
Telephone: (416) 362-7100 Facsimile: (416) 362-7199
April 19, 2022
VIA ELECTRONIC TRANSMISSION AND COURIER
Torchlight Mining Corp. 2200 – 400 Burrard Street Vancouver, British Columbia V6C 3A6 Canada
Attention: Lianne Prokopchuk, Chief Financial Officer
Attention: Deepak Rathore, General Counsel & Corporate Secretary
Calderwood & Harkness LLP 450 Park Avenue New York, NY 10022
Attention: Vivienne St. Claire
Pendleton Ross LLP 3400 – 1 First Canadian Place Toronto, Ontario M5X 1A4 Canada
Attention: Marie-Claire Bouchard
Northern Dominion Trust Company 101 Barclay Street, 7th Floor New York, NY 10286
Attention: Sandra Leung, Vice President, Corporate Trust
Re: Payoff and Termination of Revolving Credit Facility dated August 12, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") among Torchlight Mining Corp. (as Borrower), Wolverine Lake Mining Ltd. and Torchlight Milling & Processing Inc. (as Guarantors), and Ridgeline Bank of Canada (as Administrative Agent and Lender)
Ladies and Gentlemen:
Reference is made to the Credit Agreement described above. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
This letter (this "Payoff Letter") is delivered by Ridgeline Bank of Canada ("Ridgeline"), in its capacity as Administrative Agent and sole Lender under the Credit Agreement, in connection with the full and final repayment and termination of the revolving credit facility established thereunder, and the release and discharge of all related liens and security interests, all as more particularly described herein.
SECTION 1: RECITALS AND BACKGROUND
A. Pursuant to the Credit Agreement dated as of August 12, 2019, among Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act (the "Borrower" or "Torchlight"), Wolverine Lake Mining Ltd., a corporation incorporated under the Business Corporations Act (Ontario) with a registered office at 44 Lakeshore Boulevard, Wolverine Lake, Ontario P0L 1R0 ("Wolverine Lake"), and Torchlight Milling & Processing Inc., a corporation incorporated under the Business Corporations Act (Ontario) with a registered office at 44 Lakeshore Boulevard, Wolverine Lake, Ontario P0L 1R0 ("Torchlight Milling" and, together with Wolverine Lake, the "Guarantors"), and Ridgeline Bank of Canada, as Administrative Agent and Lender, Ridgeline established and made available to the Borrower a revolving credit facility in an aggregate committed amount of CAD $225,000,000 (the "Facility").
B. As of the date hereof, the aggregate outstanding drawn amount under the Facility is CAD $140,000,000 in principal, together with accrued and unpaid interest, fees, and other amounts as more particularly set forth in Section 2 below. The undrawn and available commitment under the Facility is CAD $85,000,000.
C. Torchlight is concurrently issuing $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes") pursuant to an Indenture dated as of April 19, 2022 (the "Indenture"), among Torchlight, as Issuer, the Guarantors party thereto, and Northern Dominion Trust Company, as Trustee and Collateral Agent. The Notes are being offered in a private placement to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and to certain non-U.S. persons in reliance on Regulation S thereunder.
D. A portion of the net proceeds from the issuance and sale of the Notes will be applied by the Borrower to repay in full all amounts outstanding under the Facility. Upon such repayment, the Credit Agreement and all related loan documents (as more particularly described in Schedule A hereto) are to be terminated, and all liens, security interests, charges, mortgages, hypothecs, and other encumbrances granted to Ridgeline in connection therewith are to be released and discharged, all as set forth herein.
E. The Borrower, through its counsel, Calderwood & Harkness LLP and Pendleton Ross LLP, has requested that Ridgeline deliver this Payoff Letter setting forth the amounts required for full repayment and the terms upon which the Credit Agreement and related security will be terminated, released, and discharged.
SECTION 2: PAYOFF AMOUNT
Ridgeline Bank of Canada, as Administrative Agent and sole Lender under the Credit Agreement, hereby confirms that the total amount required to satisfy in full all obligations of the Borrower and each Guarantor under the Credit Agreement and all related loan documents, calculated as of the close of business on April 19, 2022 (the "Payoff Date"), is as follows:
Payoff Calculation
(the "Payoff Amount")
The principal component of the Payoff Amount is CAD $140,000,000.00. All interest, fees, and other components set forth above have been calculated through and including the Payoff Date. For informational purposes, the per diem interest accrual on the outstanding principal balance is CAD $12,260.27 per day, calculated at the applicable rate of CDOR (1.16% as of the most recent reset date) plus 2.75% per annum, applied to the outstanding principal balance of CAD $140,000,000.00, computed on the basis of a 365-day year and the actual number of days elapsed. In the event that the Payoff Amount is not received on the Payoff Date and a revised payoff letter is required, additional per diem interest shall accrue at such rate until the date of actual receipt.
All amounts set forth herein are denominated in Canadian dollars. If the Borrower elects to remit payment in United States dollars, the conversion shall be effected at the prevailing spot exchange rate as quoted by Ridgeline Bank of Canada on the Payoff Date. For planning purposes only, the parties note that the indicative USD/CAD exchange rate as of the date hereof is approximately 0.7875, which would translate the CAD $140,000,000 principal component to approximately USD $110,250,000. The Borrower acknowledges that exchange rate fluctuations between the date of this letter and the time of actual remittance may result in a higher or lower U.S. dollar equivalent amount. The final converted amount in U.S. dollars required to satisfy the Payoff Amount in full shall be determined by Ridgeline at the time of receipt, and any shortfall resulting from exchange rate movements must be promptly remitted by the Borrower.
Ridgeline hereby confirms that no prepayment premium or penalty is owing under the Credit Agreement in connection with the full repayment and termination contemplated by this Payoff Letter. The Borrower's right to prepay in full without premium or penalty is set forth in Section 5.04(a) of the Credit Agreement.
SECTION 3: PAYMENT INSTRUCTIONS
The Payoff Amount shall be remitted by wire transfer of immediately available funds to the following account:
3.1 Canadian Dollar Wire Instructions
Beneficiary Bank: Ridgeline Bank of Canada Address: 200 Bay Street, Suite 3300, Toronto, Ontario M5J 2J5, Canada Account Name: Ridgeline Bank of Canada — Loan Administration Transit / Institution Number: 00412-004 Account Number: 1098-7632-441 SWIFT Code: RDGLCATT Reference: Torchlight Mining Corp. — Revolving Credit Facility Payoff — Credit Agreement dated August 12, 2019
3.2 U.S. Dollar Wire Instructions (if applicable)
If the Borrower elects to remit the Payoff Amount in United States dollars, payment shall be made to the following account:
Correspondent Bank: Federal Reserve Bank of New York (Fedwire) ABA / Routing Number: 021000089 SWIFT Code: FRNYUS33
Beneficiary Bank: Ridgeline Bank of Canada, New York Agency Address: 1251 Avenue of the Americas, 33rd Floor, New York, NY 10020 Account Name: Ridgeline Bank of Canada — Loan Administration (USD) Account Number: 890-446-7210 SWIFT Code: RDGLUS33 Reference: Torchlight Mining Corp. — Revolving Credit Facility Payoff — Credit Agreement dated August 12, 2019
3.3 Timing of Payment
Payment of the Payoff Amount must be received in immediately available funds no later than 2:00 p.m. (Toronto time) on April 19, 2022 (the Payoff Date). If payment is not received by 2:00 p.m. (Toronto time) on the Payoff Date but is received by 5:00 p.m. (Toronto time) on such date, the Payoff Amount shall be increased by one additional day of per diem interest in the amount of CAD $12,260.27, and such additional amount must be remitted simultaneously or promptly thereafter. If payment is not received by 5:00 p.m. (Toronto time) on the Payoff Date, this Payoff Letter shall terminate and become null and void in accordance with Section 9 hereof.
The Borrower or its counsel shall provide Ridgeline with confirmation of the wire transfer (including the federal reference number or equivalent tracking confirmation) promptly upon initiation of the transfer by contacting Gavin Forde, Relationship Manager, at (416) 362-7142 or gavin.forde@ridgelinebank.ca.
SECTION 4: CONFIRMATION OF TERMINATION OF CREDIT AGREEMENT
Upon receipt by Ridgeline of the Payoff Amount in full in immediately available funds on the Payoff Date in accordance with the terms of this Payoff Letter:
(a) the Credit Agreement, all commitments of Ridgeline thereunder (including, without limitation, the aggregate revolving commitment of CAD $225,000,000, comprising the drawn amount of CAD $140,000,000 and the undrawn and available commitment of CAD $85,000,000), and all related loan documents described in Schedule A hereto (including, without limitation, all guarantee obligations of Wolverine Lake Mining Ltd. and Torchlight Milling & Processing Inc. under the Guarantee dated August 12, 2019 and the General Security Agreement dated August 12, 2019) shall be deemed terminated, cancelled, and of no further force or effect;
(b) all obligations of Torchlight Mining Corp. as Borrower and of each of Wolverine Lake Mining Ltd. and Torchlight Milling & Processing Inc. as Guarantors under the Credit Agreement and all related loan documents shall be deemed indefeasibly paid, satisfied, and discharged in full (subject only to the survival of certain obligations as set forth in Section 8 hereof);
(c) no further advances, borrowings, letters of credit, or other extensions of credit may be requested or made under the Facility, and the Facility shall be permanently terminated; and
(d) Ridgeline shall have no further obligation to make advances or otherwise extend credit to the Borrower under the Credit Agreement or the Facility.
The termination contemplated by this Section 4 shall be effective automatically upon receipt of the Payoff Amount in full, without the necessity of any further documentation, instrument, or action on the part of any party, except as may be required in connection with the release and discharge of liens and security interests as described in Section 5 and the delivery of pledged collateral as described in Section 6.
SECTION 5: RELEASE OF LIENS AND SECURITY INTERESTS
5.1 Canadian Security Releases
Upon receipt of the Payoff Amount in full in immediately available funds on the Payoff Date, Ridgeline Bank of Canada, in its capacity as Administrative Agent and secured party under the Credit Agreement and the related security documents, hereby irrevocably and unconditionally authorizes, agrees, and undertakes to release, discharge, and reconvey all liens, charges, security interests, mortgages, hypothecs, and other encumbrances of whatever nature or kind (collectively, "Encumbrances") granted by or on behalf of Torchlight Mining Corp., Wolverine Lake Mining Ltd., and Torchlight Milling & Processing Inc. to or in favor of Ridgeline to secure any obligations under the Credit Agreement and the related loan documents, including, without limitation, the following:
(a) all registrations made under the Personal Property Security Act (Ontario) (the "Ontario PPSA") against each of Torchlight Mining Corp., Wolverine Lake Mining Ltd., and Torchlight Milling & Processing Inc. as debtors in favor of Ridgeline Bank of Canada as secured party, as more particularly described in Schedule B hereto;
(b) all registrations made under the Personal Property Security Act (British Columbia) (the "BC PPSA") against Torchlight Mining Corp. as debtor in favor of Ridgeline Bank of Canada as secured party, as more particularly described in Schedule B hereto;
(c) any and all charges, encumbrances, liens, or security interests registered or recorded against the mining rights, mineral claims, mining leases, and surface rights at the Wolverine Lake property (comprising approximately 12,400 hectares), including, without limitation, Ontario Mining Claim Nos. WL-4492-01 through WL-4492-47, inclusive, and any registrations or notations made in the Ontario Mining Recorder's office, the Ontario Land Registry, or any other applicable mining or land title registry;
(d) any and all security interests in equipment, inventory, accounts receivable, deposit accounts, investment property, intellectual property, contract rights, general intangibles, and all other personal property of Torchlight Mining Corp., Wolverine Lake Mining Ltd., and Torchlight Milling & Processing Inc. granted to Ridgeline pursuant to the General Security Agreement dated August 12, 2019; and
(e) any and all pledges of the issued and outstanding equity interests (including shares of capital stock) in Wolverine Lake Mining Ltd. and Torchlight Milling & Processing Inc. granted to Ridgeline pursuant to the Pledge Agreement dated August 12, 2019, together with all rights ancillary thereto.
5.2 Authorization to File Discharge Statements
Ridgeline Bank of Canada hereby irrevocably authorizes Torchlight Mining Corp. and its Canadian counsel, Pendleton Ross LLP (Attention: Marie-Claire Bouchard), and its U.S. counsel, Calderwood & Harkness LLP (Attention: Vivienne St. Claire), to prepare, execute on behalf of Ridgeline (to the extent permitted by applicable law), file, or register, at the sole cost and expense of Torchlight, the following:
(a) Financing change statements (Form 4 or equivalent form) under the Ontario PPSA to discharge all PPSA registrations in the Province of Ontario in favor of Ridgeline Bank of Canada as secured party against each of Torchlight Mining Corp., Wolverine Lake Mining Ltd., and Torchlight Milling & Processing Inc.;
(b) Financing change statements (Form 4 or equivalent form) under the BC PPSA to discharge all PPSA registrations in the Province of British Columbia in favor of Ridgeline Bank of Canada as secured party against Torchlight Mining Corp.;
(c) Any required discharges, releases, cessations, reconveyances, or other instruments necessary to remove or cancel any registrations, charges, or encumbrances in the Ontario Mining Recorder's office, the Ontario Land Registry, or any other applicable mining or land title registry in respect of the mining claims, mineral rights, mining leases, surface rights, or other real property interests relating to the Wolverine Lake property; and
(d) Any other instruments, certificates, filings, registrations, or documents in any jurisdiction that may be necessary or desirable to evidence, confirm, or give effect to the release and discharge of all Encumbrances previously granted to Ridgeline Bank of Canada in connection with the Credit Agreement and the related loan documents.
Pendleton Ross LLP (Marie-Claire Bouchard) shall have primary responsibility for the preparation and filing of all PPSA discharge filings in the Provinces of Ontario and British Columbia, as well as any discharges required in the Ontario Mining Recorder's office and the Ontario Land Registry. Calderwood & Harkness LLP shall coordinate with Pendleton Ross LLP with respect to any filings that may be required in other jurisdictions, if any. All such filings and registrations shall be completed promptly following receipt of the Payoff Amount and, in any event, within fifteen (15) business days of the Payoff Date.
Ridgeline Bank of Canada undertakes to execute and deliver, promptly upon request by Torchlight or its counsel, any additional instruments, discharges, or documents that may be reasonably necessary to give full effect to the releases and discharges contemplated by this Section 5.
5.3 No Remaining Security
Upon completion of the releases, discharges, and filings contemplated by this Section 5, Ridgeline Bank of Canada confirms that no liens, security interests, charges, mortgages, hypothecs, or other Encumbrances in favor of Ridgeline Bank of Canada shall remain outstanding or of record against any assets, properties, or rights of Torchlight Mining Corp., Wolverine Lake Mining Ltd., or Torchlight Milling & Processing Inc. If any such Encumbrance is discovered to remain of record after the Payoff Date (whether through inadvertence, administrative delay, or otherwise), Ridgeline shall, promptly upon becoming aware thereof or upon notice from Torchlight or its counsel, take all steps reasonably necessary to cause such Encumbrance to be discharged and removed at Ridgeline's sole cost and expense.
SECTION 6: DELIVERY OF PLEDGED COLLATERAL
To the extent that Ridgeline Bank of Canada holds in its possession or under its control any certificated securities, original share certificates, executed but undated stock transfer powers, original promissory notes, instruments, or other tangible collateral pledged or delivered to Ridgeline in connection with the Credit Agreement and the related security documents (collectively, "Pledged Collateral"), Ridgeline shall deliver all such Pledged Collateral to the Borrower (or as otherwise directed by the Borrower in writing) at the following address within five (5) business days following receipt of the Payoff Amount in full:
Torchlight Mining Corp. 2200 – 400 Burrard Street Vancouver, British Columbia V6C 3A6 Canada
Attention: Colleen Hébert, Treasurer
Without limiting the foregoing, Ridgeline acknowledges that the following items of Pledged Collateral are currently held by Ridgeline and shall be returned in accordance with this Section 6:
(a) Original share certificates representing all of the issued and outstanding shares of capital stock of Wolverine Lake Mining Ltd. (Certificate Nos. WLM-001 through WLM-003, inclusive);
(b) Original share certificates representing all of the issued and outstanding shares of capital stock of Torchlight Milling & Processing Inc. (Certificate Nos. TMP-001 and TMP-002);
(c) Executed stock transfer powers (in blank) relating to the share certificates described in clauses (a) and (b) above; and
(d) Any original promissory notes or instruments executed by Wolverine Lake Mining Ltd. or Torchlight Milling & Processing Inc. and delivered to Ridgeline in connection with the Credit Agreement or the related security documents.
Delivery of all such Pledged Collateral shall be made by bonded courier service with signature confirmation, at Ridgeline's cost and expense. Ridgeline shall provide Torchlight with tracking information for such delivery promptly upon shipment.
SECTION 7: REPRESENTATIONS AND CONFIRMATIONS OF RIDGELINE BANK OF CANADA
Ridgeline Bank of Canada, in its capacity as Administrative Agent and sole Lender under the Credit Agreement, hereby represents, warrants, and confirms to the Borrower, the Guarantors, Northern Dominion Trust Company (as Collateral Agent under the Indenture), and their respective counsel as follows:
(a) Sole Lender Status. Ridgeline is the sole lender and administrative agent under the Credit Agreement. There are no syndicate participants, co-lenders, assignees, or holders of participations in respect of any of the loans, commitments, or other obligations under the Credit Agreement. No portion of the loans or commitments under the Credit Agreement has been assigned, transferred, novated, or participated to any third party.
(b) Accuracy of Payoff Amount. The Payoff Amount set forth in Section 2 hereof represents all amounts owing by the Borrower and the Guarantors under the Credit Agreement and all related loan documents as of the Payoff Date. No other amounts (other than the surviving obligations described in Section 8 hereof, if any) shall be due or payable by the Borrower or any Guarantor to Ridgeline under or in respect of the Credit Agreement or any related loan document following receipt of the Payoff Amount in full.
(c) No Default. To the knowledge of Ridgeline, no Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default (an "Unmatured Event of Default") exists under the Credit Agreement as of the date hereof that would prevent, delay, or otherwise impair the termination of the Credit Agreement and the release and discharge of liens and security interests contemplated by this Payoff Letter, other than any default that would be cured by receipt of the Payoff Amount.
(d) No Transfer or Assignment. Ridgeline has not assigned, transferred, pledged, encumbered, or granted any participation in any of its rights, interests, or obligations under the Credit Agreement or any related loan document to any third party, and Ridgeline is the sole holder of all rights, claims, and interests arising under or in connection with the Credit Agreement.
(e) Full Discharge. Upon receipt of the Payoff Amount in full in immediately available funds on the Payoff Date, Ridgeline Bank of Canada will have no further claims, demands, causes of action, or rights of any kind or nature against Torchlight Mining Corp. or any Guarantor in respect of obligations arising under or in connection with the Credit Agreement or any related loan document, except for (i) indemnification obligations that by their express terms survive termination of the Credit Agreement, and (ii) expense reimbursement obligations arising prior to the Payoff Date, in each case to the extent such amounts have not been included in the Payoff Amount and are subject to the notice and time limitations set forth in Section 8 hereof.
SECTION 8: SURVIVAL OF CERTAIN OBLIGATIONS
Notwithstanding the termination of the Credit Agreement and the satisfaction and discharge of all obligations of the Borrower and the Guarantors thereunder, the following obligations shall survive in accordance with their terms:
(a) The indemnification obligations of Torchlight Mining Corp. set forth in Section 12.04 of the Credit Agreement (relating to indemnification of the Administrative Agent and its related parties against losses, claims, damages, liabilities, and expenses arising out of or in connection with the Credit Agreement and the related loan documents) shall survive the termination of the Credit Agreement, to the extent that the events, acts, or omissions giving rise to any such indemnification claim occurred prior to the Payoff Date and to the extent such amounts have not been included in the Payoff Amount set forth in Section 2 hereof.
(b) Any expense reimbursement obligations of the Borrower under Section 12.03 of the Credit Agreement (relating to reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, including fees and disbursements of counsel) arising prior to the Payoff Date that have not been invoiced and included in the Payoff Amount shall survive termination of the Credit Agreement, subject to the requirement that Ridgeline provide written notice to the Borrower (with a copy to Pendleton Ross LLP and Calderwood & Harkness LLP) of any such additional amounts within thirty (30) days following the Payoff Date. Any expense reimbursement amounts not submitted within such thirty (30) day period shall be deemed waived and forever released.
For the avoidance of doubt, the survival of the foregoing obligations shall not affect or impair the effectiveness of the termination of the Credit Agreement, the release and discharge of all Encumbrances, or the return of Pledged Collateral as contemplated by Sections 4, 5, and 6 hereof, each of which shall be effective and irrevocable upon receipt of the Payoff Amount regardless of whether any surviving obligations remain outstanding.
SECTION 9: IRREVOCABILITY
This Payoff Letter is irrevocable upon delivery to the addressees hereof. Provided that the Payoff Amount is received by Ridgeline in immediately available funds no later than 2:00 p.m. (Toronto time) on April 19, 2022 (the Payoff Date), the releases, discharges, termination, and other actions set forth in this Payoff Letter shall become effective automatically, without the necessity of any further instrument, document, consent, approval, or action on the part of Ridgeline or any other party.
If the Payoff Amount is received after 2:00 p.m. (Toronto time) but on or before 5:00 p.m. (Toronto time) on April 19, 2022, this Payoff Letter shall remain effective, provided that the Borrower remits the additional per diem interest accrual of CAD $12,260.27 simultaneously with or promptly following the payment of the Payoff Amount.
If the Payoff Amount is not received by 5:00 p.m. (Toronto time) on April 19, 2022, this Payoff Letter shall automatically and without further action become null and void and of no further force or effect, and all obligations of the Borrower and each Guarantor under the Credit Agreement and all related loan documents shall remain in full force and effect as if this Payoff Letter had never been delivered. In such event, a revised payoff letter reflecting additional accrued interest and any other amounts that may have become due or payable shall be required, and such revised payoff letter shall be subject to Ridgeline's review and approval.
SECTION 10: GOVERNING LAW
This Payoff Letter shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction. The selection of governing law set forth in this Section 10 is consistent with the governing law provisions of the Credit Agreement and is intended to ensure uniformity in interpretation and enforcement as between this Payoff Letter and the Credit Agreement.
SECTION 11: COUNTERPARTS AND DELIVERY
This Payoff Letter may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by electronic transmission (including by portable document format (PDF) via email) shall be equally as effective as delivery of an original executed counterpart. Any party delivering an executed counterpart of this Payoff Letter by electronic transmission shall also deliver an original executed counterpart, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, or binding effect of this Payoff Letter.
[Remainder of page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO PAYOFF LETTER
IN WITNESS WHEREOF, Ridgeline Bank of Canada has caused this Payoff Letter to be executed and delivered by its duly authorized officer as of the date first written above.
RIDGELINE BANK OF CANADA, as Administrative Agent and Lender
By: ________
Name: Gavin Forde
Title: Relationship Manager
Date: April 19, 2022
ACKNOWLEDGMENT AND AGREEMENT
The undersigned hereby acknowledges receipt of this Payoff Letter, confirms the accuracy of the recitals and background set forth herein, and agrees to the terms and conditions set forth herein, including, without limitation, the payment of the Payoff Amount, the termination of the Credit Agreement, and the survival of certain obligations as described in Section 8.
TORCHLIGHT MINING CORP., as Borrower
By: ________
Name: Lianne Prokopchuk
Title: Chief Financial Officer
By: ________
Name: Deepak Rathore
Title: General Counsel & Corporate Secretary
SCHEDULE A
LIST OF LOAN DOCUMENTS TO BE TERMINATED
Upon receipt of the Payoff Amount in full in immediately available funds in accordance with this Payoff Letter, each of the following loan documents (together with all amendments, supplements, restatements, waivers, and modifications thereto) shall be deemed terminated and of no further force or effect (subject to the survival provisions set forth in Section 8 of this Payoff Letter):
1.  Credit Agreement dated as of August 12, 2019, among Torchlight Mining Corp. (as Borrower), Wolverine Lake Mining Ltd. and Torchlight Milling & Processing Inc. (as Guarantors), and Ridgeline Bank of Canada (as Administrative Agent and Lender), as amended by the First Amendment thereto dated as of March 6, 2020 and the Second Amendment thereto dated as of November 14, 2021.
2.  General Security Agreement dated as of August 12, 2019, granted by each of Torchlight Mining Corp., Wolverine Lake Mining Ltd., and Torchlight Milling & Processing Inc. in favor of Ridgeline Bank of Canada, as Administrative Agent and secured party.
3.  Guarantee dated as of August 12, 2019, granted by Wolverine Lake Mining Ltd. in favor of Ridgeline Bank of Canada, as Administrative Agent, guaranteeing the obligations of Torchlight Mining Corp. under the Credit Agreement.
4.  Guarantee dated as of August 12, 2019, granted by Torchlight Milling & Processing Inc. in favor of Ridgeline Bank of Canada, as Administrative Agent, guaranteeing the obligations of Torchlight Mining Corp. under the Credit Agreement.
5.  Pledge Agreement dated as of August 12, 2019, among Torchlight Mining Corp. (as Pledgor) and Ridgeline Bank of Canada (as Pledgee and Administrative Agent), pursuant to which Torchlight pledged all of its equity interests in Wolverine Lake Mining Ltd. and Torchlight Milling & Processing Inc. to Ridgeline.
6.  All ancillary documents, side letters, compliance certificates, borrowing request notices, interest rate selection notices, officer's certificates, and all other instruments and documents delivered in connection with or pursuant to any of the foregoing loan documents.
SCHEDULE B
LIST OF PPSA AND OTHER REGISTRATIONS TO BE DISCHARGED
The following table sets forth all registrations under the Personal Property Security Act (Ontario), the Personal Property Security Act (British Columbia), and other applicable registries that are to be discharged and released in connection with this Payoff Letter. Pendleton Ross LLP (Marie-Claire Bouchard) shall coordinate and file all discharge statements as authorized in Section 5.2 of this Payoff Letter.
Notes:
(i) The mining claim registrations referenced in Row 5 above relate to Ontario Mining Claim Nos. WL-4492-01 through WL-4492-47 (forty-seven individual claims in aggregate), each of which must be individually addressed in the discharge filing with the Ontario Mining Recorder's Office. Pendleton Ross LLP shall prepare and submit a consolidated application for discharge covering all forty-seven claims.
(ii) The Ontario Land Registry registrations referenced in Row 6 relate to eight individual PINs associated with the surface rights at the Wolverine Lake property. A single Application to Delete Instrument may be submitted for all eight PINs.
(iii) To the extent any additional registrations in favor of Ridgeline Bank of Canada are discovered during the discharge process that are not listed above, Ridgeline hereby authorizes their discharge in accordance with Section 5.2 of this Payoff Letter, and Ridgeline shall cooperate in executing any additional instruments required for such purpose.
SCHEDULE C
WIRE INSTRUCTIONS
This Schedule C sets forth the detailed wire transfer instructions for remittance of the Payoff Amount, cross-referencing and supplementing the payment instructions set forth in Section 3 of this Payoff Letter.
Canadian Dollar Payment
Beneficiary Bank: Ridgeline Bank of Canada Bank Address: 200 Bay Street, Suite 3300, Toronto, Ontario M5J 2J5, Canada Account Name: Ridgeline Bank of Canada — Loan Administration Transit Number: 00412 Institution Number: 004 Account Number: 1098-7632-441 SWIFT / BIC Code: RDGLCATT Reference Line: Torchlight Mining Corp. — Revolving Credit Facility Payoff — Credit Agreement dated August 12, 2019 Contact for Payment Confirmation: Gavin Forde, Relationship Manager, Ridgeline Bank of Canada Telephone: (416) 362-7142 Email: gavin.forde@ridgelinebank.ca
U.S. Dollar Payment (if applicable)
Correspondent Bank: Federal Reserve Bank of New York Fedwire ABA / Routing Number: 021000089 Correspondent SWIFT Code: FRNYUS33
Beneficiary Bank: Ridgeline Bank of Canada, New York Agency Bank Address: 1251 Avenue of the Americas, 33rd Floor, New York, NY 10020 Account Name: Ridgeline Bank of Canada — Loan Administration (USD) Account Number: 890-446-7210 SWIFT / BIC Code: RDGLUS33 Reference Line: Torchlight Mining Corp. — Revolving Credit Facility Payoff — Credit Agreement dated August 12, 2019 Contact for Payment Confirmation: Gavin Forde, Relationship Manager, Ridgeline Bank of Canada Telephone: (416) 362-7142 Email: gavin.forde@ridgelinebank.ca
Important Remittance Notes
(a) All payments must be made in immediately available funds. Payments received subject to collection, clearing, or hold periods shall not be deemed received for purposes of this Payoff Letter until such funds have become immediately available.
(b) Payment must be received no later than 2:00 p.m. (Toronto time) on April 19, 2022. See Section 3.3 and Section 9 of this Payoff Letter regarding the consequences of late payment.
(c) If the Borrower elects to remit in U.S. dollars, the applicable exchange rate for conversion to Canadian dollars shall be the spot rate quoted by Ridgeline Bank of Canada at the time of receipt. Any shortfall resulting from exchange rate fluctuations must be promptly remitted in supplemental payment.
(d) The Borrower shall bear all wire transfer fees, intermediary bank charges, and currency conversion costs associated with the remittance of the Payoff Amount.
Form prepared by Calderwood & Harkness LLP (Matter No. 1039-00002) in coordination with Pendleton Ross LLP; for execution by Ridgeline Bank of Canada.
Component | Amount (CAD)
Outstanding Principal | $140,000,000.00
Accrued and Unpaid Interest (through and including the Payoff Date, calculated at CDOR + 2.75% per annum on the outstanding principal balance) | $1,347,260.27
Accrued Facility / Commitment Fees (standby fee of 0.50% per annum on the undrawn commitment of CAD $85,000,000, accrued from January 1, 2022 through the Payoff Date) | $127,397.26
Breakage Costs (applicable to the current CDOR interest period ending May 12, 2022, if any) | $83,541.10
Administrative Agent Fees (annual administrative agency fee, pro-rated through the Payoff Date) | $18,750.00
Legal Fees and Expenses of Ridgeline Bank of Canada (estimated; final invoice to follow) | $42,500.00
Total Payoff Amount | CAD $141,619,448.63
No. | Registration Jurisdiction | Registration Number | Debtor Name | Secured Party | Collateral Description | Filing Date | Discharge Action Required
1 | Ontario (PPSA) | 20190812-1547-3892 | Torchlight Mining Corp. | Ridgeline Bank of Canada | All present and after-acquired personal property | August 12, 2019 | Financing Change Statement (Form 4) — Total Discharge
2 | Ontario (PPSA) | 20190812-1547-3893 | Wolverine Lake Mining Ltd. | Ridgeline Bank of Canada | All present and after-acquired personal property | August 12, 2019 | Financing Change Statement (Form 4) — Total Discharge
3 | Ontario (PPSA) | 20190812-1547-3894 | Torchlight Milling & Processing Inc. | Ridgeline Bank of Canada | All present and after-acquired personal property | August 12, 2019 | Financing Change Statement (Form 4) — Total Discharge
4 | British Columbia (PPSA) | 20190813-0922-7761 | Torchlight Mining Corp. | Ridgeline Bank of Canada | All present and after-acquired personal property | August 13, 2019 | Financing Change Statement (Form 4) — Total Discharge
5 | Ontario Mining Recorder | MR-2019-WL-0847 | Wolverine Lake Mining Ltd. / Torchlight Mining Corp. | Ridgeline Bank of Canada | Mining Claims WL-4492-01 through WL-4492-47 (Wolverine Lake property, 12,400 hectares); all mineral rights and surface rights appurtenant thereto | August 15, 2019 | Discharge of Encumbrance / Release filing with the Ontario Mining Recorder's Office
6 | Ontario Land Registry (Parcel Register) | LR-2019-08-4471 | Wolverine Lake Mining Ltd. | Ridgeline Bank of Canada | Surface rights, Wolverine Lake property (PIN 73291-0044 through 73291-0051) | August 16, 2019 | Discharge of Charge / Application to Delete Instrument

RIDGELINE BANK OF CANADA 200 Bay Street, Suite 3300 Toronto, Ontario M5J 2J5 Canada

VIA ELECTRONIC TRANSMISSION AND COURIER

SECTION 1: RECITALS AND BACKGROUND

SECTION 2: PAYOFF AMOUNT

SECTION 3: PAYMENT INSTRUCTIONS

SECTION 4: CONFIRMATION OF TERMINATION OF CREDIT AGREEMENT

SECTION 5: RELEASE OF LIENS AND SECURITY INTERESTS

SECTION 6: DELIVERY OF PLEDGED COLLATERAL

SECTION 7: REPRESENTATIONS AND CONFIRMATIONS OF RIDGELINE BANK OF CANADA

SECTION 8: SURVIVAL OF CERTAIN OBLIGATIONS

SECTION 9: IRREVOCABILITY

SECTION 10: GOVERNING LAW

SECTION 11: COUNTERPARTS AND DELIVERY

SIGNATURE PAGE TO PAYOFF LETTER

ACKNOWLEDGMENT AND AGREEMENT

SCHEDULE A

LIST OF LOAN DOCUMENTS TO BE TERMINATED

SCHEDULE B

LIST OF PPSA AND OTHER REGISTRATIONS TO BE DISCHARGED

SCHEDULE C

WIRE INSTRUCTIONS

Record

Parties

Dates

Amounts