1039-00002 · Torchlight Mining Corp · Engagement & Administration

engagement-letter.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP Counsellors at Law

450 Park Avenue New York, New York 10022 Telephone: (212) 403-7000 Facsimile: (212) 403-7099 www.calderwoodharkness.com

New York · Toronto · London · Hong Kong

January 17, 2022

VIA EMAIL AND Sundial Data Systems

Deepak Rathore, Esq. General Counsel & Corporate Secretary Torchlight Mining Corp. 2200 – 400 Burrard Street Vancouver, British Columbia V6C 3A6 Canada

Re: Engagement of Calderwood & Harkness LLP as Issuer's U.S. Counsel — $300,000,000 8.750% Senior Secured Notes due 2029 Matter No. 1039-00002

Dear Mr. Rathore:

We are pleased to confirm that Torchlight Mining Corp. ("Torchlight" or the "Company") has retained Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as issuer's U.S. counsel in connection with the proposed offering by Torchlight of $300,000,000 in aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes"). We understand that the offering is to be structured as a Rule 144A / Regulation S private placement of high-yield senior secured notes governed by the laws of the State of New York. The Notes will be offered and sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act.

This engagement letter (this "Letter") sets forth the terms and conditions of the Firm's engagement, including the scope of representation, staffing, fees, expenses, and other matters. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the context in which they appear. This Letter, together with the Standard Terms of Engagement attached hereto as Schedule A and incorporated herein by reference, constitutes the entire agreement between the Firm and the Company with respect to this engagement.

We appreciate the confidence that the Company and its management have placed in our Firm, and we look forward to working with you and your team on this important transaction.

1. Scope of Representation

Calderwood & Harkness LLP will act as U.S. counsel to Torchlight Mining Corp. in connection with the offering of the Notes. Our representation will encompass the work streams and deliverables described below, which we understand to be necessary for the successful execution and closing of the proposed offering.

The scope of our engagement includes, but is not limited to, the following:

(a) Offering Memorandum. Drafting, reviewing, and negotiating the Offering Memorandum (both the preliminary Offering Memorandum and the final Offering Memorandum) in coordination with the Company, the lead initial purchaser (Kelvantis Capital Markets LLC, in its capacity as representative of the initial purchasers), and their respective legal counsel. This will include preparation and review of the Description of Notes section, risk factors, the business and industry overview, management's discussion and analysis disclosure, the Use of Proceeds section, and all other sections customary for a Rule 144A / Regulation S high-yield offering memorandum. We will also coordinate with the Company and its auditors in connection with the inclusion of audited financial statements and any interim unaudited financial statements required to be included in the Offering Memorandum.

(b) Purchase Agreement. Drafting, reviewing, and negotiating the Purchase Agreement among Torchlight Mining Corp., the subsidiary guarantors (Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., and Torchlight U.S. Holdings, Inc.), and the initial purchasers (Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc.), including all exhibits, annexes, and schedules thereto. The Purchase Agreement will contain customary representations, warranties, covenants, conditions to closing, and indemnification provisions.

(c) Indenture and Forms of Notes. Drafting, reviewing, and negotiating the Indenture to be entered into among Torchlight Mining Corp., the subsidiary guarantors, and Northern Dominion Trust Company, as trustee (the "Trustee"), including the forms of Global Notes (Rule 144A Global Note and Regulation S Global Note) to be attached as exhibits to the Indenture. The Indenture will contain covenants, events of default, redemption provisions, and other terms customary for high-yield senior secured notes offerings in the mining sector.

(d) Registration Rights Agreement. Drafting, reviewing, and negotiating the Registration Rights Agreement to be entered into among Torchlight Mining Corp., the subsidiary guarantors, and the initial purchasers, which will set forth the Company's obligations to consummate a registered exchange offer or, under certain circumstances, to file a shelf registration statement with the U.S. Securities and Exchange Commission.

(e) Security Documents. Drafting, reviewing, and negotiating (i) the Security Agreement (U.S.) to be entered into among Torchlight U.S. Holdings, Inc. and Northern Dominion Trust Company, as collateral agent (the "Collateral Agent"), (ii) the Canadian General Security Agreement to be entered into among the Company, the Canadian subsidiary guarantors, and the Collateral Agent, and (iii) the Collateral Agency Agreement setting forth the rights, duties, and obligations of the Collateral Agent, the Trustee, and the secured parties with respect to the collateral securing the Notes. We will coordinate with Canadian counsel regarding the form and substance of the Canadian security documents and the perfection of security interests under applicable Canadian law.

(f) Coordination with Canadian Counsel. Coordinating with Pendleton Ross LLP, the Company's Canadian counsel, on Canadian law matters, including but not limited to Canada Business Corporations Act ("CBCA") and Ontario corporate authorizations, Canadian securities law exemptions applicable to the offering, Toronto Stock Exchange ("TSX") notification and reporting requirements arising from the issuance of the Notes and the granting of security over the Company's assets, and Personal Property Security Act ("PPSA") filings and registrations necessary to perfect the security interests contemplated by the security documents.

(g) U.S. Legal Due Diligence. Conducting U.S. legal due diligence on behalf of the Company in connection with the preparation of the Offering Memorandum and the satisfaction of the initial purchasers' due diligence requirements. This due diligence review will encompass, among other things, corporate organizational documents, material contracts (including joint venture agreements, offtake agreements, and supply contracts), mining rights and permits, environmental and regulatory compliance matters, and litigation and contingent liabilities. We will prepare a due diligence request list and coordinate the due diligence process with the Company's internal legal team and with the initial purchasers' counsel.

(h) Management Presentations and Due Diligence Sessions. Participating in management presentations to the initial purchasers and potential investors, as well as in formal and informal due diligence sessions, including any sessions conducted at the Company's offices in Vancouver, British Columbia, and at the offices of the initial purchasers in New York, New York.

(i) Review of Third-Party Reports. Reviewing the independent engineer's report prepared by Cascade Technical Advisors Inc. (the "Technical Report") and the auditors' comfort letter to be delivered by Aldgate Thornton LLP in connection with the offering, in each case for the purposes of the negative assurance and 10b-5 analysis to be conducted by counsel to the initial purchasers and for the preparation of the Company's disclosure in the Offering Memorandum. Our review of the Technical Report will be limited to a legal review for purposes of the offering disclosure and does not constitute an endorsement of or independent verification of the engineering, geological, or scientific conclusions contained therein.

(j) Legal Opinions. Preparing and delivering legal opinions addressed to the initial purchasers, including (i) a New York law opinion covering the enforceability of the Notes, the Indenture, the Purchase Agreement, the Registration Rights Agreement, and the security documents governed by New York law, and (ii) a Delaware law opinion regarding the valid existence and good standing of Torchlight U.S. Holdings, Inc. and the due authorization and execution by such entity of the transaction documents to which it is a party.

(k) Review of Canadian Law Opinion. Reviewing the form of Canadian law opinion to be delivered by Pendleton Ross LLP to the initial purchasers, for the purpose of ensuring consistency with the U.S. transaction documents and the representations, warranties, and covenants contained therein.

(l) Closing Certificates and Deliverables. Preparing officer's certificates, secretary's certificates, bring-down certificates, and other customary closing deliverables to be delivered by or on behalf of the Company and the subsidiary guarantors at the closing of the offering.

(m) Payoff and Lien Release. Preparing or reviewing the payoff letter and lien release documentation in connection with the Ridgeline Bank of Canada revolving credit facility (committed amount: CAD $225,000,000; currently drawn: approximately CAD $140,000,000), to the extent that proceeds of the offering will be used to repay amounts outstanding under such facility and to obtain a release of the liens securing the Company's obligations thereunder.

(n) Funds Flow and Closing Logistics. Preparing the funds flow memorandum, the DTC Letter of Representations to be delivered to The Depository Trust Company in connection with the book-entry settlement of the Notes, and the closing checklist setting forth all conditions to closing and deliverables required from each party.

(o) Closing and Post-Closing Matters. Coordinating closing mechanics, including the sequencing and delivery of closing documents, the exchange of signature pages, the funding of the purchase price, and the settlement of the Notes through DTC. Following the closing, we will coordinate the assembly and distribution of the closing binder and the confirmation of all required post-closing filings and registrations.

Exclusions from Scope. The Company acknowledges and agrees that the scope of this engagement does not include, and we will not be providing, any of the following:

(i) Canadian securities law advice, including advice regarding exemptions from the prospectus requirements of Canadian securities legislation, continuous disclosure obligations under applicable Canadian securities laws, or TSX listing rules. Such advice will be provided to the Company by Pendleton Ross LLP, the Company's Canadian counsel, and the Company should continue to rely on Pendleton Ross LLP for all such matters.

(ii) Legal advice to the initial purchasers (Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc.), who are separately represented by Clairmont & Voss LLP as their U.S. counsel and by Greystone & Whitfield LLP as their Canadian counsel. Our duties and obligations in this engagement run solely to the Company and, as described in Section 7 below, to the subsidiary guarantors in their limited capacity as guarantors and security grantors.

(iii) Tax advice, other than our customary review of the tax disclosure contained in the Offering Memorandum for purposes of ensuring the completeness and accuracy of such disclosure in the context of the overall offering document. The Company should consult with its tax advisors regarding the tax consequences of the issuance of the Notes, the granting of guarantees and security interests, and any related transactions.

(iv) Advice on mining engineering, environmental science, geological, metallurgical, or other technical matters. Our review of the Technical Report and any environmental or regulatory materials will be limited to a legal review for purposes of the Offering Memorandum disclosure, and the Company should continue to rely on its technical advisors, including Cascade Technical Advisors Inc., for all such matters.

Limitation of Engagement Period. This engagement covers our representation of the Company through the closing of the offering and the delivery of customary post-closing items, including the closing binder and filing confirmations. The engagement does not extend to the subsequent exchange offer or shelf registration statement contemplated by the Registration Rights Agreement, nor to any other future transaction or matter. Any such additional representation would require a separate engagement letter setting forth the applicable terms and conditions, including the scope of work, fees, and expenses.

2. Engagement Team

We have assembled an experienced team of professionals to work on this engagement, drawing on the Firm's Capital Markets practice. The key personnel assigned to this matter are as follows:

Vivienne St. Claire — Partner, Capital Markets. Ms. St. Claire will serve as the Responsible Partner for this engagement and will have overall responsibility for engagement oversight, including strategic advice, supervision of all work product, and management of the client relationship. Ms. St. Claire has extensive experience in high-yield debt offerings in the natural resources and mining sectors.

Robert Adeyemi — Partner, Capital Markets. Mr. Adeyemi will serve as the Billing Partner for this engagement and will be responsible for billing and budgetary matters, including the monitoring of fees and expenses against the estimates set forth in this Letter. Mr. Adeyemi will also contribute substantive legal advice on the transaction as needed.

Audrey Zhou — Associate, Capital Markets. Ms. Zhou will serve as the Lead Associate for this engagement and will be responsible for the day-to-day management of all work streams, including the drafting and negotiation of the transaction documents, the coordination of due diligence, and the preparation of closing deliverables. Ms. Zhou will be the primary drafting contact for all transaction documents and the principal point of contact for day-to-day communications.

Brendan Walsh — Associate, Capital Markets. Mr. Walsh will serve as the Working Associate on this engagement and will support Ms. Zhou in all aspects of the transaction, including document preparation, due diligence review, and closing logistics.

Additional associates and paraprofessional staff may be assigned to the engagement as the needs of the transaction require. The Company will be informed in advance of any material changes to the core engagement team identified above.

For purposes of day-to-day communications, the primary contact at the Firm will be Audrey Zhou, who can be reached at azhou@calderwoodharkness.com or by telephone at (212) 403-7142. All partner-level inquiries should be directed to Vivienne St. Claire at vstclaire@calderwoodharkness.com or by telephone at (212) 403-7018.

3. Fees

3.1 Hourly Rates

Our fees for this engagement will be calculated on the basis of the time spent by the professionals assigned to the matter, at the following blended hourly rates:

These rates are effective for the duration of this engagement and are subject to adjustment only upon prior written notice to the Company. Paraprofessional and legal assistant time will be billed only to the extent such personnel perform substantive work on the engagement; routine administrative and secretarial tasks will not be billed to the Company.

3.2 Estimated Fees

Based on the scope of representation described in Section 1 of this Letter and the Firm's experience with comparable high-yield offerings in the mining sector, we estimate that total legal fees for this engagement (exclusive of the completion fee described in Section 3.3 below and disbursements described in Section 4 below) will be in the range of $1,200,000 to $1,450,000.

The Company should be aware that this is an estimate only and is not a cap or a guaranteed maximum. Actual fees may vary depending on a number of factors, including the complexity of the transaction, the intensity and duration of negotiations with the initial purchasers and their counsel, the scope and depth of the due diligence process, the extent of comments received from the initial purchasers on the transaction documents, the timing and scheduling of the offering, and any changes in the structure or terms of the transaction. We will endeavor to keep the Company informed of the status of accrued fees on a regular basis, and we will notify the Company promptly if, based on the progress of the engagement, we expect that actual fees are likely to materially exceed the high end of the estimate set forth above.

Invoices will be rendered on a monthly basis in arrears, detailing time entries by individual timekeeper, including a description of the work performed, the date on which the work was performed, the time expended, and the applicable hourly rate.

3.3 Completion Fee

In addition to the hourly fees described above, a completion fee of $150,000 will be payable upon the successful closing of the offering (i.e., the issuance of the Notes and the disbursement of the net proceeds to or at the direction of the Company). The completion fee is intended to reflect the value of the Firm's commitment to the timely and successful execution of the transaction and is separate from, and in addition to, all hourly fees and expenses incurred in connection with the engagement.

If the offering does not close for any reason, whether due to adverse market conditions, a decision by the Company to withdraw or postpone the offering, a failure of conditions to closing, or otherwise, the completion fee will not be payable. However, all hourly fees and expenses incurred by the Firm through the date of termination or abandonment of the offering will remain due and payable in full in accordance with the terms of this Letter.

4. Expenses

The Company agrees to reimburse Calderwood & Harkness LLP for all reasonable out-of-pocket expenses incurred in connection with this engagement. Such expenses include, without limitation, filing fees, courier and delivery charges, long-distance communications charges, document production and photocopying costs, printing costs (including the printing of the Offering Memorandum), online research and database charges (including Westmark Data Systems, Sundial Solutions, and EDGAR research), and similar disbursements.

Reimbursable expenses for this engagement are capped at $75,000 (the "Expense Cap"). The Firm will use commercially reasonable efforts to manage expenses within this cap and will not incur expenses in excess of the Expense Cap without the prior written approval of the Company.

Exclusion from Expense Cap. Notwithstanding the foregoing, travel expenses incurred in connection with the mine site visit to the Wolverine Lake property (located approximately 85 kilometers northeast of Thunder Bay, Ontario, Canada), including airfare, ground transportation, lodging, and meals, are excluded from the $75,000 Expense Cap and will be billed at actual cost. The Firm will obtain the Company's prior approval before incurring any such site visit travel expenses, and will provide the Company with a reasonable estimate of the anticipated costs in advance of the visit.

Travel expenses incurred in connection with in-person meetings and due diligence sessions in New York, Toronto, and Vancouver will be included within the Expense Cap to the extent possible. In the event that anticipated travel expenditures are likely to cause the Firm to exceed the Expense Cap, we will communicate such anticipated overages to the Company in advance and will seek the Company's approval before incurring any expenses in excess of the cap.

5. Billing and Payment

Invoices for hourly fees and reimbursable expenses will be rendered on a monthly basis in arrears, with each invoice covering the period from the first day through the last day of the preceding calendar month. Payment of each invoice is due within thirty (30) days of the date of the invoice. Late payments may be subject to interest at the rate specified in our Standard Terms of Engagement (Schedule A).

The completion fee of $150,000 will be invoiced separately upon the closing of the offering and will be payable within thirty (30) days of the date of such invoice.

All invoices will be directed to:

Deepak Rathore General Counsel & Corporate Secretary Torchlight Mining Corp. 2200 – 400 Burrard Street Vancouver, British Columbia V6C 3A6 Canada

Email: drathore@torchlightmining.com

With a copy to:

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

Email: chebert@torchlightmining.com

All fees, expenses, and other amounts payable under this Letter are stated and shall be payable in United States dollars. To the extent the Firm incurs expenses denominated in Canadian dollars or other currencies, such expenses will be converted to U.S. dollars at the prevailing exchange rate on the date the expense is incurred.

6. Client Identity and Affiliates

The client in this engagement is Torchlight Mining Corp., a corporation organized under the Canada Business Corporations Act. The attorney-client relationship established by this Letter is between Calderwood & Harkness LLP and Torchlight Mining Corp.

The Company acknowledges, however, that the scope of work described in Section 1 of this Letter encompasses matters involving the following subsidiary guarantors:

• Wolverine Lake Mining Ltd., a corporation organized under the laws of the Province of Ontario, Canada;

• Torchlight Milling & Processing Inc., a corporation organized under the laws of the Province of Ontario, Canada; and

• Torchlight U.S. Holdings, Inc., a corporation organized under the laws of the State of Delaware, United States (EIN: 84-3921057), with its registered office at 1209 Orange Street, Wilmington, Delaware 19801.

Our representation of the subsidiary guarantors in connection with this engagement is solely in their capacity as guarantors of the Notes and grantors of security interests under the security documents described in this Letter. Such representation does not create a separate or independent attorney-client relationship between Calderwood & Harkness LLP and any of the subsidiary guarantors for purposes other than this transaction. The Company represents that it has the authority to engage the Firm on behalf of the subsidiary guarantors for purposes of this engagement, and that the subsidiary guarantors have consented to such representation.

7. Conflicts of Interest

The Firm has conducted a conflict of interest check in accordance with its internal procedures and applicable professional responsibility rules. The conflict check was completed on January 14, 2022. Based on the results of that check, we have determined that no disqualifying conflicts of interest exist with respect to this engagement that would prevent the Firm from undertaking the representation described herein.

The principal parties checked in connection with the conflict review include the following:

• Torchlight Mining Corp.

• Wolverine Lake Mining Ltd.

• Torchlight Milling & Processing Inc.

• Torchlight U.S. Holdings, Inc.

• Kelvantis Capital Markets LLC

• Prestige Barrington & Co., Inc.

• Halcyon Securities Inc.

• Northern Dominion Trust Company

• Ridgeline Bank of Canada

In the event that any conflict of interest arises during the course of this engagement, the Firm will promptly notify the Company and will consult with the Company regarding the nature and implications of the conflict. The Company's informed consent will be obtained in writing before the Firm proceeds with any aspect of the engagement that could be affected by such a conflict. The Firm reserves the right to withdraw from the engagement in the event that a conflict of interest cannot be resolved in a manner consistent with the Firm's professional obligations.

8. Confidentiality

The Company and the Firm mutually acknowledge that non-public information exchanged between them in connection with this engagement, including information relating to the Company's business, financial condition, operations, mining assets, and the terms and structure of the proposed offering, will be treated as confidential and will not be disclosed to any third party except as may be necessary for the performance of the Firm's obligations under this engagement or as may be required by applicable law, court order, or regulatory authority.

The foregoing confidentiality obligation is subject to the standard exceptions for information that: (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party; (ii) was already known to the receiving party on a non-confidential basis prior to disclosure; (iii) is received from a third party who is not, to the receiving party's knowledge, subject to any obligation of confidentiality with respect to such information; or (iv) is independently developed by the receiving party without reference to or use of the confidential information.

The Company and the Firm further acknowledge that the proposed offering involves material non-public information regarding Torchlight Mining Corp., which is a publicly listed company on the Toronto Stock Exchange (ticker symbol: TMC). All members of the Firm's engagement team and any other Firm personnel who receive confidential information in connection with this engagement will comply with all applicable securities laws, rules, and regulations regarding insider trading, including applicable provisions of the Securities Exchange Act of 1934, as amended, and applicable Canadian securities legislation. The Firm maintains information barriers and policies designed to prevent the misuse of material non-public information, and such barriers and policies will be in effect with respect to this engagement.

9. Document Retention

The Firm will maintain files and records relating to this engagement in accordance with the Firm's standard document retention policies, as may be amended from time to time. Following the closing of the offering, the closing binder and key transaction documents (including fully executed copies of the Indenture, the Notes, the Security Agreements, the Collateral Agency Agreement, the Registration Rights Agreement, the Purchase Agreement, and the legal opinions delivered at closing) will be maintained in the Firm's records in accordance with its standard retention schedule, which currently provides for a retention period of ten (10) years from the date of closing.

The Company may request the return of original documents at any time during the retention period, and the Firm will comply with such requests within a reasonable period of time. Upon the expiration of the retention period, the Firm may dispose of the files and records in accordance with its standard procedures, unless the Company instructs the Firm in writing to retain such materials for an additional period.

10. Limitation of Liability

The Firm's liability to the Company in connection with this engagement shall be limited to the scope of services described in this Letter. In no event shall the Firm be liable for any consequential, incidental, indirect, special, or punitive damages arising out of or in connection with this engagement, regardless of the form of action and whether or not the possibility of such damages has been disclosed to the Firm or could have been foreseen by the Firm.

The Firm shall not be responsible for the acts or omissions of any third party, including but not limited to Pendleton Ross LLP, Cascade Technical Advisors Inc., Aldgate Thornton LLP, or any other advisor or service provider engaged by the Company in connection with the offering. The Firm's obligations under this engagement are subject to the Standard Terms of Engagement set forth in Schedule A, which contain additional provisions regarding limitation of liability.

11. Termination

Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination, the Company will be responsible for payment of all fees and expenses incurred by the Firm through the effective date of termination, in accordance with the terms set forth in this Letter. The Firm will use reasonable efforts to minimize the fees and expenses incurred following receipt of notice of termination, consistent with the Firm's professional obligations.

The completion fee described in Section 3.3 above will not be payable if this engagement is terminated prior to the closing of the offering, regardless of the reason for such termination.

In the event of termination, the Firm will cooperate with the Company and any successor counsel in the orderly transition of the engagement, including the transfer of work product and files, subject to the Company's satisfaction of all outstanding payment obligations.

12. Governing Law

This Letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

13. Acceptance and Countersignature

We are excited about the opportunity to work with Torchlight Mining Corp. on this significant transaction, and we are confident that our team has the experience and expertise to deliver the highest quality of legal service throughout the offering process.

If the foregoing terms are acceptable to the Company, please confirm your acceptance by having an authorized representative of the Company sign and date a copy of this Letter in the space provided below and return the signed copy to the undersigned at Calderwood & Harkness LLP, 450 Park Avenue, New York, New York 10022, or by email to vstclaire@calderwoodharkness.com. A PDF or facsimile copy of the signed Letter shall be effective as an original for purposes of confirming the Company's acceptance.

We look forward to working with you and your team.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Vivienne St. Claire

Title: Partner, Capital Markets

Date: ________

ACKNOWLEDGED AND AGREED:

TORCHLIGHT MINING CORP.

By: ________

Name: Deepak Rathore

Title: General Counsel & Corporate Secretary

Date: ________

Enclosures

The following schedules are attached to this Letter and incorporated herein by reference:

Schedule A: Standard Terms of Engagement of Calderwood & Harkness LLP (setting forth additional terms and conditions applicable to the Firm's client engagements, including provisions regarding professional responsibility, electronic communications, and additional limitation of liability terms).

Schedule B: Preliminary Transaction Timeline (setting forth the anticipated timeline for the engagement from the date hereof through the anticipated closing of the offering, currently expected to occur on or about April 5, 2022, subject to adjustment as the transaction progresses and as agreed among the parties). The Preliminary Transaction Timeline is provided for planning purposes only and does not constitute a binding commitment by the Firm or the Company to adhere to any particular schedule.

This letter and any attachments hereto are confidential and may be subject to attorney-client privilege. If you have received this letter in error, please notify Calderwood & Harkness LLP immediately and destroy all copies. Any unauthorized review, use, disclosure, or distribution is prohibited.

Calderwood & Harkness LLP	450 Park Avenue, New York, NY 10022	199 Bay Street, Suite 4400, Toronto, Ontario M5L 1A9, Canada Matter No. 1039-00002
Timekeeper Category	Hourly Rate (USD)
Partner	$1,350
Associate	$825
Paraprofessional / Legal Assistant	Not to exceed $425

CALDERWOOD & HARKNESS LLP Counsellors at Law
450 Park Avenue New York, New York 10022 Telephone: (212) 403-7000 Facsimile: (212) 403-7099 www.calderwoodharkness.com
New York · Toronto · London · Hong Kong
January 17, 2022
VIA EMAIL AND Sundial Data Systems
Deepak Rathore, Esq. General Counsel & Corporate Secretary Torchlight Mining Corp. 2200 – 400 Burrard Street Vancouver, British Columbia V6C 3A6 Canada
Re: Engagement of Calderwood & Harkness LLP as Issuer's U.S. Counsel — $300,000,000 8.750% Senior Secured Notes due 2029 Matter No. 1039-00002
Dear Mr. Rathore:
We are pleased to confirm that Torchlight Mining Corp. ("Torchlight" or the "Company") has retained Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as issuer's U.S. counsel in connection with the proposed offering by Torchlight of $300,000,000 in aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes"). We understand that the offering is to be structured as a Rule 144A / Regulation S private placement of high-yield senior secured notes governed by the laws of the State of New York. The Notes will be offered and sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act.
This engagement letter (this "Letter") sets forth the terms and conditions of the Firm's engagement, including the scope of representation, staffing, fees, expenses, and other matters. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the context in which they appear. This Letter, together with the Standard Terms of Engagement attached hereto as Schedule A and incorporated herein by reference, constitutes the entire agreement between the Firm and the Company with respect to this engagement.
We appreciate the confidence that the Company and its management have placed in our Firm, and we look forward to working with you and your team on this important transaction.
1. Scope of Representation
Calderwood & Harkness LLP will act as U.S. counsel to Torchlight Mining Corp. in connection with the offering of the Notes. Our representation will encompass the work streams and deliverables described below, which we understand to be necessary for the successful execution and closing of the proposed offering.
The scope of our engagement includes, but is not limited to, the following:
(a) Offering Memorandum. Drafting, reviewing, and negotiating the Offering Memorandum (both the preliminary Offering Memorandum and the final Offering Memorandum) in coordination with the Company, the lead initial purchaser (Kelvantis Capital Markets LLC, in its capacity as representative of the initial purchasers), and their respective legal counsel. This will include preparation and review of the Description of Notes section, risk factors, the business and industry overview, management's discussion and analysis disclosure, the Use of Proceeds section, and all other sections customary for a Rule 144A / Regulation S high-yield offering memorandum. We will also coordinate with the Company and its auditors in connection with the inclusion of audited financial statements and any interim unaudited financial statements required to be included in the Offering Memorandum.
(b) Purchase Agreement. Drafting, reviewing, and negotiating the Purchase Agreement among Torchlight Mining Corp., the subsidiary guarantors (Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., and Torchlight U.S. Holdings, Inc.), and the initial purchasers (Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc.), including all exhibits, annexes, and schedules thereto. The Purchase Agreement will contain customary representations, warranties, covenants, conditions to closing, and indemnification provisions.
(c) Indenture and Forms of Notes. Drafting, reviewing, and negotiating the Indenture to be entered into among Torchlight Mining Corp., the subsidiary guarantors, and Northern Dominion Trust Company, as trustee (the "Trustee"), including the forms of Global Notes (Rule 144A Global Note and Regulation S Global Note) to be attached as exhibits to the Indenture. The Indenture will contain covenants, events of default, redemption provisions, and other terms customary for high-yield senior secured notes offerings in the mining sector.
(d) Registration Rights Agreement. Drafting, reviewing, and negotiating the Registration Rights Agreement to be entered into among Torchlight Mining Corp., the subsidiary guarantors, and the initial purchasers, which will set forth the Company's obligations to consummate a registered exchange offer or, under certain circumstances, to file a shelf registration statement with the U.S. Securities and Exchange Commission.
(e) Security Documents. Drafting, reviewing, and negotiating (i) the Security Agreement (U.S.) to be entered into among Torchlight U.S. Holdings, Inc. and Northern Dominion Trust Company, as collateral agent (the "Collateral Agent"), (ii) the Canadian General Security Agreement to be entered into among the Company, the Canadian subsidiary guarantors, and the Collateral Agent, and (iii) the Collateral Agency Agreement setting forth the rights, duties, and obligations of the Collateral Agent, the Trustee, and the secured parties with respect to the collateral securing the Notes. We will coordinate with Canadian counsel regarding the form and substance of the Canadian security documents and the perfection of security interests under applicable Canadian law.
(f) Coordination with Canadian Counsel. Coordinating with Pendleton Ross LLP, the Company's Canadian counsel, on Canadian law matters, including but not limited to Canada Business Corporations Act ("CBCA") and Ontario corporate authorizations, Canadian securities law exemptions applicable to the offering, Toronto Stock Exchange ("TSX") notification and reporting requirements arising from the issuance of the Notes and the granting of security over the Company's assets, and Personal Property Security Act ("PPSA") filings and registrations necessary to perfect the security interests contemplated by the security documents.
(g) U.S. Legal Due Diligence. Conducting U.S. legal due diligence on behalf of the Company in connection with the preparation of the Offering Memorandum and the satisfaction of the initial purchasers' due diligence requirements. This due diligence review will encompass, among other things, corporate organizational documents, material contracts (including joint venture agreements, offtake agreements, and supply contracts), mining rights and permits, environmental and regulatory compliance matters, and litigation and contingent liabilities. We will prepare a due diligence request list and coordinate the due diligence process with the Company's internal legal team and with the initial purchasers' counsel.
(h) Management Presentations and Due Diligence Sessions. Participating in management presentations to the initial purchasers and potential investors, as well as in formal and informal due diligence sessions, including any sessions conducted at the Company's offices in Vancouver, British Columbia, and at the offices of the initial purchasers in New York, New York.
(i) Review of Third-Party Reports. Reviewing the independent engineer's report prepared by Cascade Technical Advisors Inc. (the "Technical Report") and the auditors' comfort letter to be delivered by Aldgate Thornton LLP in connection with the offering, in each case for the purposes of the negative assurance and 10b-5 analysis to be conducted by counsel to the initial purchasers and for the preparation of the Company's disclosure in the Offering Memorandum. Our review of the Technical Report will be limited to a legal review for purposes of the offering disclosure and does not constitute an endorsement of or independent verification of the engineering, geological, or scientific conclusions contained therein.
(j) Legal Opinions. Preparing and delivering legal opinions addressed to the initial purchasers, including (i) a New York law opinion covering the enforceability of the Notes, the Indenture, the Purchase Agreement, the Registration Rights Agreement, and the security documents governed by New York law, and (ii) a Delaware law opinion regarding the valid existence and good standing of Torchlight U.S. Holdings, Inc. and the due authorization and execution by such entity of the transaction documents to which it is a party.
(k) Review of Canadian Law Opinion. Reviewing the form of Canadian law opinion to be delivered by Pendleton Ross LLP to the initial purchasers, for the purpose of ensuring consistency with the U.S. transaction documents and the representations, warranties, and covenants contained therein.
(l) Closing Certificates and Deliverables. Preparing officer's certificates, secretary's certificates, bring-down certificates, and other customary closing deliverables to be delivered by or on behalf of the Company and the subsidiary guarantors at the closing of the offering.
(m) Payoff and Lien Release. Preparing or reviewing the payoff letter and lien release documentation in connection with the Ridgeline Bank of Canada revolving credit facility (committed amount: CAD $225,000,000; currently drawn: approximately CAD $140,000,000), to the extent that proceeds of the offering will be used to repay amounts outstanding under such facility and to obtain a release of the liens securing the Company's obligations thereunder.
(n) Funds Flow and Closing Logistics. Preparing the funds flow memorandum, the DTC Letter of Representations to be delivered to The Depository Trust Company in connection with the book-entry settlement of the Notes, and the closing checklist setting forth all conditions to closing and deliverables required from each party.
(o) Closing and Post-Closing Matters. Coordinating closing mechanics, including the sequencing and delivery of closing documents, the exchange of signature pages, the funding of the purchase price, and the settlement of the Notes through DTC. Following the closing, we will coordinate the assembly and distribution of the closing binder and the confirmation of all required post-closing filings and registrations.
Exclusions from Scope. The Company acknowledges and agrees that the scope of this engagement does not include, and we will not be providing, any of the following:
(i) Canadian securities law advice, including advice regarding exemptions from the prospectus requirements of Canadian securities legislation, continuous disclosure obligations under applicable Canadian securities laws, or TSX listing rules. Such advice will be provided to the Company by Pendleton Ross LLP, the Company's Canadian counsel, and the Company should continue to rely on Pendleton Ross LLP for all such matters.
(ii) Legal advice to the initial purchasers (Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc.), who are separately represented by Clairmont & Voss LLP as their U.S. counsel and by Greystone & Whitfield LLP as their Canadian counsel. Our duties and obligations in this engagement run solely to the Company and, as described in Section 7 below, to the subsidiary guarantors in their limited capacity as guarantors and security grantors.
(iii) Tax advice, other than our customary review of the tax disclosure contained in the Offering Memorandum for purposes of ensuring the completeness and accuracy of such disclosure in the context of the overall offering document. The Company should consult with its tax advisors regarding the tax consequences of the issuance of the Notes, the granting of guarantees and security interests, and any related transactions.
(iv) Advice on mining engineering, environmental science, geological, metallurgical, or other technical matters. Our review of the Technical Report and any environmental or regulatory materials will be limited to a legal review for purposes of the Offering Memorandum disclosure, and the Company should continue to rely on its technical advisors, including Cascade Technical Advisors Inc., for all such matters.
Limitation of Engagement Period. This engagement covers our representation of the Company through the closing of the offering and the delivery of customary post-closing items, including the closing binder and filing confirmations. The engagement does not extend to the subsequent exchange offer or shelf registration statement contemplated by the Registration Rights Agreement, nor to any other future transaction or matter. Any such additional representation would require a separate engagement letter setting forth the applicable terms and conditions, including the scope of work, fees, and expenses.
2. Engagement Team
We have assembled an experienced team of professionals to work on this engagement, drawing on the Firm's Capital Markets practice. The key personnel assigned to this matter are as follows:
Vivienne St. Claire — Partner, Capital Markets. Ms. St. Claire will serve as the Responsible Partner for this engagement and will have overall responsibility for engagement oversight, including strategic advice, supervision of all work product, and management of the client relationship. Ms. St. Claire has extensive experience in high-yield debt offerings in the natural resources and mining sectors.
Robert Adeyemi — Partner, Capital Markets. Mr. Adeyemi will serve as the Billing Partner for this engagement and will be responsible for billing and budgetary matters, including the monitoring of fees and expenses against the estimates set forth in this Letter. Mr. Adeyemi will also contribute substantive legal advice on the transaction as needed.
Audrey Zhou — Associate, Capital Markets. Ms. Zhou will serve as the Lead Associate for this engagement and will be responsible for the day-to-day management of all work streams, including the drafting and negotiation of the transaction documents, the coordination of due diligence, and the preparation of closing deliverables. Ms. Zhou will be the primary drafting contact for all transaction documents and the principal point of contact for day-to-day communications.
Brendan Walsh — Associate, Capital Markets. Mr. Walsh will serve as the Working Associate on this engagement and will support Ms. Zhou in all aspects of the transaction, including document preparation, due diligence review, and closing logistics.
Additional associates and paraprofessional staff may be assigned to the engagement as the needs of the transaction require. The Company will be informed in advance of any material changes to the core engagement team identified above.
For purposes of day-to-day communications, the primary contact at the Firm will be Audrey Zhou, who can be reached at azhou@calderwoodharkness.com or by telephone at (212) 403-7142. All partner-level inquiries should be directed to Vivienne St. Claire at vstclaire@calderwoodharkness.com or by telephone at (212) 403-7018.
3. Fees
3.1 Hourly Rates
Our fees for this engagement will be calculated on the basis of the time spent by the professionals assigned to the matter, at the following blended hourly rates:
These rates are effective for the duration of this engagement and are subject to adjustment only upon prior written notice to the Company. Paraprofessional and legal assistant time will be billed only to the extent such personnel perform substantive work on the engagement; routine administrative and secretarial tasks will not be billed to the Company.
3.2 Estimated Fees
Based on the scope of representation described in Section 1 of this Letter and the Firm's experience with comparable high-yield offerings in the mining sector, we estimate that total legal fees for this engagement (exclusive of the completion fee described in Section 3.3 below and disbursements described in Section 4 below) will be in the range of $1,200,000 to $1,450,000.
The Company should be aware that this is an estimate only and is not a cap or a guaranteed maximum. Actual fees may vary depending on a number of factors, including the complexity of the transaction, the intensity and duration of negotiations with the initial purchasers and their counsel, the scope and depth of the due diligence process, the extent of comments received from the initial purchasers on the transaction documents, the timing and scheduling of the offering, and any changes in the structure or terms of the transaction. We will endeavor to keep the Company informed of the status of accrued fees on a regular basis, and we will notify the Company promptly if, based on the progress of the engagement, we expect that actual fees are likely to materially exceed the high end of the estimate set forth above.
Invoices will be rendered on a monthly basis in arrears, detailing time entries by individual timekeeper, including a description of the work performed, the date on which the work was performed, the time expended, and the applicable hourly rate.
3.3 Completion Fee
In addition to the hourly fees described above, a completion fee of $150,000 will be payable upon the successful closing of the offering (i.e., the issuance of the Notes and the disbursement of the net proceeds to or at the direction of the Company). The completion fee is intended to reflect the value of the Firm's commitment to the timely and successful execution of the transaction and is separate from, and in addition to, all hourly fees and expenses incurred in connection with the engagement.
If the offering does not close for any reason, whether due to adverse market conditions, a decision by the Company to withdraw or postpone the offering, a failure of conditions to closing, or otherwise, the completion fee will not be payable. However, all hourly fees and expenses incurred by the Firm through the date of termination or abandonment of the offering will remain due and payable in full in accordance with the terms of this Letter.
4. Expenses
The Company agrees to reimburse Calderwood & Harkness LLP for all reasonable out-of-pocket expenses incurred in connection with this engagement. Such expenses include, without limitation, filing fees, courier and delivery charges, long-distance communications charges, document production and photocopying costs, printing costs (including the printing of the Offering Memorandum), online research and database charges (including Westmark Data Systems, Sundial Solutions, and EDGAR research), and similar disbursements.
Reimbursable expenses for this engagement are capped at $75,000 (the "Expense Cap"). The Firm will use commercially reasonable efforts to manage expenses within this cap and will not incur expenses in excess of the Expense Cap without the prior written approval of the Company.
Exclusion from Expense Cap. Notwithstanding the foregoing, travel expenses incurred in connection with the mine site visit to the Wolverine Lake property (located approximately 85 kilometers northeast of Thunder Bay, Ontario, Canada), including airfare, ground transportation, lodging, and meals, are excluded from the $75,000 Expense Cap and will be billed at actual cost. The Firm will obtain the Company's prior approval before incurring any such site visit travel expenses, and will provide the Company with a reasonable estimate of the anticipated costs in advance of the visit.
Travel expenses incurred in connection with in-person meetings and due diligence sessions in New York, Toronto, and Vancouver will be included within the Expense Cap to the extent possible. In the event that anticipated travel expenditures are likely to cause the Firm to exceed the Expense Cap, we will communicate such anticipated overages to the Company in advance and will seek the Company's approval before incurring any expenses in excess of the cap.
5. Billing and Payment
Invoices for hourly fees and reimbursable expenses will be rendered on a monthly basis in arrears, with each invoice covering the period from the first day through the last day of the preceding calendar month. Payment of each invoice is due within thirty (30) days of the date of the invoice. Late payments may be subject to interest at the rate specified in our Standard Terms of Engagement (Schedule A).
The completion fee of $150,000 will be invoiced separately upon the closing of the offering and will be payable within thirty (30) days of the date of such invoice.
All invoices will be directed to:
Deepak Rathore General Counsel & Corporate Secretary Torchlight Mining Corp. 2200 – 400 Burrard Street Vancouver, British Columbia V6C 3A6 Canada
Email: drathore@torchlightmining.com
With a copy to:
Colleen Hébert Treasurer Torchlight Mining Corp. 2200 – 400 Burrard Street Vancouver, British Columbia V6C 3A6 Canada
Email: chebert@torchlightmining.com
All fees, expenses, and other amounts payable under this Letter are stated and shall be payable in United States dollars. To the extent the Firm incurs expenses denominated in Canadian dollars or other currencies, such expenses will be converted to U.S. dollars at the prevailing exchange rate on the date the expense is incurred.
6. Client Identity and Affiliates
The client in this engagement is Torchlight Mining Corp., a corporation organized under the Canada Business Corporations Act. The attorney-client relationship established by this Letter is between Calderwood & Harkness LLP and Torchlight Mining Corp.
The Company acknowledges, however, that the scope of work described in Section 1 of this Letter encompasses matters involving the following subsidiary guarantors:
•  Wolverine Lake Mining Ltd., a corporation organized under the laws of the Province of Ontario, Canada;
•  Torchlight Milling & Processing Inc., a corporation organized under the laws of the Province of Ontario, Canada; and
•  Torchlight U.S. Holdings, Inc., a corporation organized under the laws of the State of Delaware, United States (EIN: 84-3921057), with its registered office at 1209 Orange Street, Wilmington, Delaware 19801.
Our representation of the subsidiary guarantors in connection with this engagement is solely in their capacity as guarantors of the Notes and grantors of security interests under the security documents described in this Letter. Such representation does not create a separate or independent attorney-client relationship between Calderwood & Harkness LLP and any of the subsidiary guarantors for purposes other than this transaction. The Company represents that it has the authority to engage the Firm on behalf of the subsidiary guarantors for purposes of this engagement, and that the subsidiary guarantors have consented to such representation.
7. Conflicts of Interest
The Firm has conducted a conflict of interest check in accordance with its internal procedures and applicable professional responsibility rules. The conflict check was completed on January 14, 2022. Based on the results of that check, we have determined that no disqualifying conflicts of interest exist with respect to this engagement that would prevent the Firm from undertaking the representation described herein.
The principal parties checked in connection with the conflict review include the following:
•  Torchlight Mining Corp.
•  Wolverine Lake Mining Ltd.
•  Torchlight Milling & Processing Inc.
•  Torchlight U.S. Holdings, Inc.
•  Kelvantis Capital Markets LLC
•  Prestige Barrington & Co., Inc.
•  Halcyon Securities Inc.
•  Northern Dominion Trust Company
•  Ridgeline Bank of Canada
In the event that any conflict of interest arises during the course of this engagement, the Firm will promptly notify the Company and will consult with the Company regarding the nature and implications of the conflict. The Company's informed consent will be obtained in writing before the Firm proceeds with any aspect of the engagement that could be affected by such a conflict. The Firm reserves the right to withdraw from the engagement in the event that a conflict of interest cannot be resolved in a manner consistent with the Firm's professional obligations.
8. Confidentiality
The Company and the Firm mutually acknowledge that non-public information exchanged between them in connection with this engagement, including information relating to the Company's business, financial condition, operations, mining assets, and the terms and structure of the proposed offering, will be treated as confidential and will not be disclosed to any third party except as may be necessary for the performance of the Firm's obligations under this engagement or as may be required by applicable law, court order, or regulatory authority.
The foregoing confidentiality obligation is subject to the standard exceptions for information that: (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party; (ii) was already known to the receiving party on a non-confidential basis prior to disclosure; (iii) is received from a third party who is not, to the receiving party's knowledge, subject to any obligation of confidentiality with respect to such information; or (iv) is independently developed by the receiving party without reference to or use of the confidential information.
The Company and the Firm further acknowledge that the proposed offering involves material non-public information regarding Torchlight Mining Corp., which is a publicly listed company on the Toronto Stock Exchange (ticker symbol: TMC). All members of the Firm's engagement team and any other Firm personnel who receive confidential information in connection with this engagement will comply with all applicable securities laws, rules, and regulations regarding insider trading, including applicable provisions of the Securities Exchange Act of 1934, as amended, and applicable Canadian securities legislation. The Firm maintains information barriers and policies designed to prevent the misuse of material non-public information, and such barriers and policies will be in effect with respect to this engagement.
9. Document Retention
The Firm will maintain files and records relating to this engagement in accordance with the Firm's standard document retention policies, as may be amended from time to time. Following the closing of the offering, the closing binder and key transaction documents (including fully executed copies of the Indenture, the Notes, the Security Agreements, the Collateral Agency Agreement, the Registration Rights Agreement, the Purchase Agreement, and the legal opinions delivered at closing) will be maintained in the Firm's records in accordance with its standard retention schedule, which currently provides for a retention period of ten (10) years from the date of closing.
The Company may request the return of original documents at any time during the retention period, and the Firm will comply with such requests within a reasonable period of time. Upon the expiration of the retention period, the Firm may dispose of the files and records in accordance with its standard procedures, unless the Company instructs the Firm in writing to retain such materials for an additional period.
10. Limitation of Liability
The Firm's liability to the Company in connection with this engagement shall be limited to the scope of services described in this Letter. In no event shall the Firm be liable for any consequential, incidental, indirect, special, or punitive damages arising out of or in connection with this engagement, regardless of the form of action and whether or not the possibility of such damages has been disclosed to the Firm or could have been foreseen by the Firm.
The Firm shall not be responsible for the acts or omissions of any third party, including but not limited to Pendleton Ross LLP, Cascade Technical Advisors Inc., Aldgate Thornton LLP, or any other advisor or service provider engaged by the Company in connection with the offering. The Firm's obligations under this engagement are subject to the Standard Terms of Engagement set forth in Schedule A, which contain additional provisions regarding limitation of liability.
11. Termination
Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination, the Company will be responsible for payment of all fees and expenses incurred by the Firm through the effective date of termination, in accordance with the terms set forth in this Letter. The Firm will use reasonable efforts to minimize the fees and expenses incurred following receipt of notice of termination, consistent with the Firm's professional obligations.
The completion fee described in Section 3.3 above will not be payable if this engagement is terminated prior to the closing of the offering, regardless of the reason for such termination.
In the event of termination, the Firm will cooperate with the Company and any successor counsel in the orderly transition of the engagement, including the transfer of work product and files, subject to the Company's satisfaction of all outstanding payment obligations.
12. Governing Law
This Letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.
13. Acceptance and Countersignature
We are excited about the opportunity to work with Torchlight Mining Corp. on this significant transaction, and we are confident that our team has the experience and expertise to deliver the highest quality of legal service throughout the offering process.
If the foregoing terms are acceptable to the Company, please confirm your acceptance by having an authorized representative of the Company sign and date a copy of this Letter in the space provided below and return the signed copy to the undersigned at Calderwood & Harkness LLP, 450 Park Avenue, New York, New York 10022, or by email to vstclaire@calderwoodharkness.com. A PDF or facsimile copy of the signed Letter shall be effective as an original for purposes of confirming the Company's acceptance.
We look forward to working with you and your team.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Vivienne St. Claire
Title: Partner, Capital Markets
Date: ________
ACKNOWLEDGED AND AGREED:
TORCHLIGHT MINING CORP.
By: ________
Name: Deepak Rathore
Title: General Counsel & Corporate Secretary
Date: ________
Enclosures
The following schedules are attached to this Letter and incorporated herein by reference:
Schedule A: Standard Terms of Engagement of Calderwood & Harkness LLP (setting forth additional terms and conditions applicable to the Firm's client engagements, including provisions regarding professional responsibility, electronic communications, and additional limitation of liability terms).
Schedule B: Preliminary Transaction Timeline (setting forth the anticipated timeline for the engagement from the date hereof through the anticipated closing of the offering, currently expected to occur on or about April 5, 2022, subject to adjustment as the transaction progresses and as agreed among the parties). The Preliminary Transaction Timeline is provided for planning purposes only and does not constitute a binding commitment by the Firm or the Company to adhere to any particular schedule.
This letter and any attachments hereto are confidential and may be subject to attorney-client privilege. If you have received this letter in error, please notify Calderwood & Harkness LLP immediately and destroy all copies. Any unauthorized review, use, disclosure, or distribution is prohibited.
Calderwood & Harkness LLP | 450 Park Avenue, New York, NY 10022 | 199 Bay Street, Suite 4400, Toronto, Ontario M5L 1A9, Canada Matter No. 1039-00002
Timekeeper Category | Hourly Rate (USD)
Partner | $1,350
Associate | $825
Paraprofessional / Legal Assistant | Not to exceed $425

CALDERWOOD & HARKNESS LLP Counsellors at Law

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

TORCHLIGHT MINING CORP.

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