All —
I am writing in connection with the offering (the "Offering") by Torchlight Mining Corp. (the "Issuer") of $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes"), and the Purchase Agreement dated March 29, 2022 (the "Purchase Agreement") among the Issuer, Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., and Torchlight U.S. Holdings, Inc. (collectively, the "Guarantors"), and Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc. (collectively, the "Initial Purchasers"). Calderwood & Harkness LLP Matter No. 1039-00002.
**I. Extension of Closing Date**
The closing of the Offering, originally expected to occur on April 5, 2022 (T+3 following the Signing Date of March 29, 2022), is being extended to **April 19, 2022** (the "Revised Closing Date").
The extension is necessitated by the timing of certain regulatory approvals and clearances required under Canadian law, which have not yet been received and are not expected to be obtained prior to April 5. We have been coordinating with Marie-Claire Bouchard and her team at Pendleton Ross LLP on the status of the Canadian regulatory process. Pendleton Ross is actively monitoring the relevant filings and will provide updates to all parties as clearances are obtained. We understand at this time that receipt of the required clearances in advance of April 19 is expected.
The extension is being effected pursuant to the applicable provisions of the Purchase Agreement permitting deferral of the closing.
**II. Confirmation of No Material Changes**
I want to confirm that there is no material change to the terms or conditions of the Offering. For clarity:
- The Notes remain $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029. - The issue price remains 98.50% of par. - The initial purchaser discount remains 2.25% ($6,750,000). - The use of proceeds is unchanged: - $167,000,000 for Phase II Wolverine Lake mine expansion capital expenditures; - $110,250,000 for repayment of the Ridgeline Bank of Canada CAD $140,000,000 revolving credit facility (at USD/CAD 0.7875); - $14,250,000 for transaction fees and expenses; and - $8,500,000 for general corporate purposes and working capital. - Ratings from Northmark Ratings Group (B1, stable outlook) and Creston Analytics (B+, stable outlook) remain in effect. - CUSIP (144A): 891207 AA 3; CUSIP (Reg S): C89120 AA 5.
**III. Impact on Closing Deliverables**
We ask that all parties update the dates on their respective closing deliverables to reflect **April 19, 2022** as the Closing Date. This includes officer's certificates, secretary's certificates, bring-down certificates, legal opinions, and all other deliverables required under the Purchase Agreement.
The following transaction documents will all be dated as of April 19, 2022:
- The Indenture, among Torchlight Mining Corp., the Guarantors, and Northern Dominion Trust Company, as Trustee; - The U.S. Security Agreement and the Canadian General Security Agreement; - The Collateral Agency Agreement; and - The Registration Rights Agreement.
The Registration Rights deadline will accordingly be adjusted to **April 19, 2023** (365 days after closing). The first interest payment date remains **October 15, 2022**, and the maturity date remains **April 15, 2029** — both unchanged.
**IV. Specific Party Coordination**
*Ridgeline Bank of Canada (Gavin):* Payoff of the CAD $140,000,000 drawn amount under the revolving credit facility will now occur on April 19, 2022 rather than April 5. We ask that Ridgeline prepare and circulate an updated payoff letter reflecting the revised payoff date and any adjusted accrued interest and fees through April 19. Please confirm that the facility termination and lien release will proceed upon receipt of payoff funds on the Revised Closing Date.
*Northern Dominion Trust Company (Sandra):* The DTC Letter of Representations and trustee acceptance documentation should reflect April 19, 2022. Please confirm Northern Dominion's readiness for the revised settlement date.
*Pendleton Ross LLP (Marie-Claire):* We would appreciate a status update on the Canadian regulatory clearance timeline at your earliest convenience, together with confirmation that clearance is expected to be obtained in advance of April 19. Canadian law opinions should be dated April 19, 2022. We will also need to coordinate on the PPSA discharge filings in connection with the Ridgeline facility payoff.
*Clairmont & Voss LLP (Harrison) / Greystone & Whitfield LLP (David):* Please note that the extension does not trigger any re-pricing or re-marketing obligation. We would appreciate confirmation that the Initial Purchasers are in agreement with the extended closing date.
**V. Updated Funds Flow**
Calderwood & Harkness will circulate an updated Funds Flow Memorandum reflecting the April 19, 2022 Closing Date in advance of closing. Updated wire instructions, if any, will be included at that time.
**VI. Updated Timeline — Key Remaining Dates**
- Pricing Date: March 25, 2022 *(completed)* - Signing Date: March 29, 2022 *(completed — Purchase Agreement executed)* - Original Expected Closing Date: April 5, 2022 *(extended)* - **Revised Closing Date: April 19, 2022** — Notes issued, funds disbursed, Ridgeline revolving facility repaid and terminated - First Interest Payment Date: October 15, 2022 - Registration Rights Deadline: April 19, 2023 - Maturity Date: April 15, 2029
**VII. Next Steps**
Please confirm receipt of this notice and your agreement with the Revised Closing Date by reply email at your earliest convenience. If anyone has questions or would like to discuss, I am happy to schedule a brief call early next week.
An updated closing checklist and the revised Funds Flow Memorandum will follow separately.
Thank you, all, for your continued coordination on this matter.
Best regards,
Vivienne St. Claire Partner, Capital Markets Calderwood & Harkness LLP 450 Park Avenue New York, NY 10022 Tel: +1 (212) 479-6300 Dir: +1 (212) 479-6342 Email: vstclaire@calderwoodharkness.com
Matter No. 1039-00002
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