1039-00002 · Torchlight Mining Corp · Legal Opinions

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CALDERWOOD & HARKNESS LLP Attorneys at Law

450 Park Avenue New York, New York 10022 Telephone: (212) 554-8000 Facsimile: (212) 554-8001

April 19, 2022

Kelvantis Capital Markets LLC 599 Lexington Avenue, 38th Floor New York, New York 10022

Prestige Barrington & Co., Inc. 1285 Avenue of the Americas, 22nd Floor New York, New York 10019

Halcyon Securities Inc. 200 Park Avenue, Suite 3100 New York, New York 10166

(each of the foregoing, collectively, the "Initial Purchasers")

Ladies and Gentlemen:

Re: Torchlight U.S. Holdings, Inc. — Delaware Law Opinion in connection with the issuance of $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 by Torchlight Mining Corp.

I. Introduction

We have acted as U.S. counsel to Torchlight Mining Corp., a corporation organized under the Canada Business Corporations Act (the "Issuer" or "TMC"), in connection with the issuance and sale by the Issuer of $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes"). This opinion letter (this "Opinion") is delivered to you pursuant to Section 7(g) of the Purchase Agreement dated March 29, 2022 (as defined below), in connection with the closing of the offering and sale of the Notes to the Initial Purchasers.

Torchlight U.S. Holdings, Inc. (the "Company" or "TUSHI") is a wholly owned subsidiary of Torchlight Mining Corp. and, pursuant to the Indenture (as defined below), is a guarantor of the Notes. TUSHI is a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), with federal employer identification number 84-3921057. The registered office of TUSHI in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801, and TUSHI's registered agent at such address is Crowne Albany Corporation.

This Opinion is limited in scope to matters of Delaware law, specifically the DGCL and, to the extent expressly stated herein, Article 9 of the Uniform Commercial Code as in effect in the State of Delaware (the "Delaware UCC") and in the State of New York (the "New York UCC"). Except as expressly provided herein, we express no opinion with respect to the laws of any other jurisdiction, including without limitation the federal laws of the United States, the laws of the State of New York (other than the New York UCC as specifically referenced), or the laws of Canada or any province or territory thereof.

Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Indenture or the Purchase Agreement, as applicable.

II. Documents Examined

In connection with this Opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Opinion Documents"):

1. The Indenture dated as of April 19, 2022 (the "Indenture"), among Torchlight Mining Corp., as Issuer, Wolverine Lake Mining Ltd., a corporation organized under the laws of the Province of Ontario, Torchlight Milling & Processing Inc., a corporation organized under the laws of the Province of Ontario, and Torchlight U.S. Holdings, Inc., a corporation organized under the DGCL (collectively, the "Guarantors"), and Northern Dominion Trust Company, as Trustee and Collateral Agent (in such capacities, the "Trustee" and the "Collateral Agent," respectively);

2. The guarantee of Torchlight U.S. Holdings, Inc. set forth in Article X of the Indenture (the "Guarantee");

3. The Purchase Agreement dated March 29, 2022 (the "Purchase Agreement"), among the Issuer, the Guarantors, and the Initial Purchasers;

4. The Security Agreement dated as of April 19, 2022 (the "U.S. Security Agreement"), between Torchlight U.S. Holdings, Inc., as Grantor, and Northern Dominion Trust Company, as Collateral Agent;

5. The Collateral Agency Agreement dated as of April 19, 2022 (the "Collateral Agency Agreement"), among the Issuer, the Guarantors, and Northern Dominion Trust Company, as Collateral Agent;

6. The Registration Rights Agreement dated as of April 19, 2022 (the "Registration Rights Agreement"), among the Issuer, the Guarantors, and the Initial Purchasers;

7. The Certificate of Incorporation of Torchlight U.S. Holdings, Inc. as filed with the Secretary of State of the State of Delaware on August 7, 2019, together with all amendments thereto, including the Certificate of Amendment filed on March 12, 2020 and the Amended and Restated Certificate of Incorporation filed on January 22, 2021 (collectively, the "Certificate of Incorporation");

8. The Bylaws of Torchlight U.S. Holdings, Inc., as amended and restated effective January 22, 2021, and as currently in effect (the "Bylaws");

9. The resolutions of the Board of Directors of Torchlight U.S. Holdings, Inc. adopted by unanimous written consent dated March 25, 2022, and further unanimous written consent dated April 15, 2022, authorizing the execution, delivery, and performance by TUSHI of the Transaction Documents (as defined below) and the consummation of the transactions contemplated thereby (the "Board Resolutions");

10. A Certificate of Good Standing with respect to Torchlight U.S. Holdings, Inc. issued by the Secretary of State of the State of Delaware, dated on or about April 15, 2022 (the "Good Standing Certificate");

11. The Secretary's Certificate of Torchlight U.S. Holdings, Inc. dated April 19, 2022, executed by Alison R. Chen, Secretary of TUSHI, attaching the Certificate of Incorporation, the Bylaws, the Board Resolutions, and an incumbency certificate identifying each officer and director of TUSHI authorized to execute the Transaction Documents on behalf of TUSHI (the "Secretary's Certificate"); and

12. The Officer's Certificate of Torchlight Mining Corp. dated April 19, 2022, executed by Marcus J. Wainwright, Chief Financial Officer of TMC, certifying certain factual matters relating to the Issuer, the Guarantors, and the transactions contemplated by the Transaction Documents (the "Officer's Certificate").

As used herein, the term "Transaction Documents" refers collectively to the Indenture, the Guarantee, the Purchase Agreement, the U.S. Security Agreement, the Collateral Agency Agreement, and the Registration Rights Agreement.

In addition to the foregoing, we have reviewed such other certificates, documents, records, and instruments as we have deemed necessary or appropriate for purposes of this Opinion. We have also made such inquiries of officers and representatives of TUSHI and TMC as we have considered relevant to the opinions expressed herein.

III. Assumptions

In rendering the opinions expressed herein, we have assumed the following, without independent investigation or verification:

(a) The authenticity of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as copies (whether certified, photostatic, facsimile, electronic, or otherwise), and the authenticity of the originals of all documents submitted to us as copies.

(b) The genuineness of all signatures appearing on all documents reviewed by us, other than the signatures of officers and authorized representatives of TUSHI.

(c) Each natural person who has executed any document reviewed by us had, at the time of such execution, the legal capacity to do so.

(d) Each party to the Transaction Documents (other than TUSHI) has been duly organized or formed, as applicable, and is validly existing and in good standing under the laws of its respective jurisdiction of organization or formation, and has the corporate or other organizational power and authority to execute, deliver, and perform its respective obligations under the Transaction Documents to which it is a party.

(e) The Transaction Documents have been duly authorized by all necessary corporate or other organizational action on the part of each party thereto (other than TUSHI), have been duly executed and delivered by each such party, and constitute the valid and binding obligations of each such party, enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(f) Each party to the Transaction Documents (other than TUSHI) has complied and will comply with all laws, rules, and regulations applicable to it in connection with the execution, delivery, and performance of the Transaction Documents and the consummation of the transactions contemplated thereby.

(g) All factual matters, statements, representations, and warranties set forth in the certificates, instruments, and other documents reviewed by us, including but not limited to the Secretary's Certificate, the Officer's Certificate, and the Good Standing Certificate, are true, correct, and complete as of the date hereof and as of the respective dates of such certificates, instruments, and documents.

(h) The Good Standing Certificate issued by the Secretary of State of the State of Delaware remains accurate and has not been modified, amended, or revoked as of the date hereof.

(i) All parties to the Transaction Documents have acted in good faith and without notice of any defense against the enforcement of any rights created by, or any adverse claim to any property or security interest transferred or created as part of, the transactions contemplated by the Transaction Documents.

(j) There are no agreements, understandings, or arrangements (whether oral or written) between or among the parties to the Transaction Documents that would modify, supplement, or otherwise affect the terms of the Transaction Documents as reviewed by us.

IV. Opinions

Based upon and subject to the foregoing, and subject further to the qualifications, limitations, and exceptions set forth in Section V below, we are of the opinion that:

Opinion 1: Due Organization, Valid Existence, and Good Standing

TUSHI has been duly incorporated and is validly existing and in good standing as a corporation under the DGCL. In rendering this opinion, we have relied upon our review of the Certificate of Incorporation and all amendments thereto, as on file with the Secretary of State of the State of Delaware, and upon the Good Standing Certificate issued by the Secretary of State of the State of Delaware dated on or about April 15, 2022. We note that the Good Standing Certificate confirms that TUSHI has been duly formed, that all annual franchise taxes and fees due and payable to the State of Delaware have been paid to date, and that TUSHI has not been dissolved, merged, or otherwise terminated. We express no opinion regarding the qualification of TUSHI to do business as a foreign corporation in any jurisdiction other than the State of Delaware.

Opinion 2: Corporate Power and Authority

TUSHI has the requisite corporate power and authority under its Certificate of Incorporation and Bylaws and under the DGCL to (a) execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including without limitation the Guarantee, the U.S. Security Agreement, the Collateral Agency Agreement, and the Registration Rights Agreement, and to consummate the transactions contemplated thereby, and (b) own, lease, and operate its properties and to conduct its business as currently conducted, in each case to the extent such matters are governed by the DGCL. We have reviewed the Certificate of Incorporation and Bylaws of TUSHI, and we note that the Certificate of Incorporation provides for the broadest corporate purposes permitted under Section 102(a)(3) of the DGCL, and that neither the Certificate of Incorporation nor the Bylaws contains any provision that would restrict or limit the ability of TUSHI to execute, deliver, or perform its obligations under the Transaction Documents or to guarantee the obligations of the Issuer under the Indenture and the Notes.

Opinion 3: Due Authorization

The execution, delivery, and performance by TUSHI of each of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of TUSHI, including the Board Resolutions adopted by the Board of Directors of TUSHI by unanimous written consent in accordance with Section 141(f) of the DGCL and the applicable provisions of the Bylaws. No further corporate action on the part of TUSHI, or any vote or consent of the sole stockholder of TUSHI, is required in connection with the authorization, execution, delivery, or performance of the Transaction Documents by TUSHI or the consummation of the transactions contemplated thereby. The Board Resolutions remain in full force and effect and have not been rescinded, amended, modified, or revoked, as confirmed by the Secretary's Certificate.

Opinion 4: Due Execution and Delivery

Each of the Transaction Documents to which TUSHI is a party has been duly executed and delivered by TUSHI. In rendering this opinion, we have reviewed the executed counterparts of each Transaction Document, confirmed the incumbency and authority of the officers of TUSHI who executed such documents on behalf of TUSHI by reference to the Secretary's Certificate and the Board Resolutions, and have verified that such execution and delivery were effected in accordance with the DGCL, the Certificate of Incorporation, and the Bylaws.

Opinion 5: Enforceability

Each of the Transaction Documents to which TUSHI is a party constitutes the valid and binding obligation of TUSHI, enforceable against TUSHI in accordance with its respective terms. The foregoing opinion is subject to the qualifications and exceptions set forth in Section V below, including without limitation the Enforceability Qualifications specified therein.

Opinion 6: No Conflict — Delaware Law and Organizational Documents

The execution, delivery, and performance by TUSHI of each of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the Certificate of Incorporation or Bylaws of TUSHI;

(b) violate any provision of the DGCL applicable to TUSHI; or

(c) result in any breach of, or constitute a default (or any event that, with notice or the lapse of time or both, would constitute a default) under, require any consent or approval under, or result in the creation or imposition of any lien, charge, encumbrance, or security interest (other than liens and security interests created under or pursuant to the U.S. Security Agreement and the Collateral Agency Agreement) upon any of the properties or assets of TUSHI pursuant to any agreement, contract, indenture, mortgage, deed of trust, loan agreement, lease, or other instrument to which TUSHI is a party or by which TUSHI or any of its properties or assets may be bound, in each case as identified in and limited to those agreements and instruments listed on Schedule A to the Secretary's Certificate and specifically reviewed by us in connection with the preparation of this Opinion.

With respect to clause (c) above, we note that our review has been limited to those agreements and instruments that have been identified to us by TUSHI and listed on Schedule A to the Secretary's Certificate, and we have not undertaken any independent investigation to identify any other agreements or instruments to which TUSHI is a party or by which it or any of its properties may be bound. Our opinion in clause (c) above does not extend to any agreement or instrument not specifically reviewed by us.

Opinion 7: Security Interest — UCC

(a) The U.S. Security Agreement creates in favor of Northern Dominion Trust Company, as Collateral Agent, a valid security interest in the personal property described in the U.S. Security Agreement in which TUSHI has rights (the "Article 9 Collateral"), to the extent that a security interest therein can be created under Article 9 of the Delaware UCC or the New York UCC.

(b) Upon the filing of appropriate UCC-1 financing statements with the office of the Secretary of State of the State of Delaware, in the form required by Section 9-502 of the Delaware UCC, naming TUSHI as debtor and Northern Dominion Trust Company, as Collateral Agent, as secured party, and describing the Article 9 Collateral in accordance with Section 9-504 of the Delaware UCC, such security interest will be perfected to the extent that perfection of a security interest in such Article 9 Collateral can be achieved by the filing of a financing statement under the Delaware UCC.

We note that the opinion expressed in this paragraph 7 is limited to personal property of the type in which a security interest may be created and perfected under Article 9 of the UCC by the filing of a financing statement with the Secretary of State of the State of Delaware. This opinion does not extend to any security interest in real property, fixtures (to the extent a fixture filing is required), or any category of collateral as to which perfection of a security interest cannot be achieved solely by the filing of a UCC financing statement. The specific exclusions and limitations applicable to this opinion are set forth more fully in Section V below. We further note that we express no opinion as to the priority of any security interest created under the U.S. Security Agreement as against the rights of any third parties, and we express no opinion regarding the effect of any future changes in the applicable UCC or other law on the continued perfection or enforceability of any such security interest.

Opinion 8: No Governmental Approvals Required Under Delaware Law

No consent, license, permit, approval, authorization, order, registration, qualification, declaration, or filing with, or notice to, any governmental authority, agency, department, commission, board, bureau, or instrumentality of the State of Delaware is required for the execution, delivery, or performance by TUSHI of any of the Transaction Documents to which it is a party, or for the consummation of the transactions contemplated thereby, except for (i) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware in connection with the perfection of the security interests granted under the U.S. Security Agreement, and (ii) such consents, approvals, authorizations, registrations, declarations, or filings as have already been obtained or made on or prior to the date hereof. We note that this opinion is limited to the laws of the State of Delaware and does not address any filing, registration, consent, or approval that may be required under the federal laws of the United States, the laws of any other state, or the laws of Canada or any province or territory thereof.

V. Qualifications and Limitations

The opinions expressed herein are subject to the following qualifications, limitations, and exceptions:

A. Enforceability Qualifications

The opinions as to enforceability set forth in Opinion 5 above are subject to and limited by:

1. Applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, preferential transfer, and similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights and remedies generally, including without limitation the United States Bankruptcy Code (Title 11, United States Code), as amended, and state laws regarding fraudulent transfers and conveyances, including the Delaware Uniform Fraudulent Transfer Act (6 Del. C. §§ 1301–1311) and the Uniform Voidable Transactions Act, to the extent adopted in any applicable jurisdiction.

2. General principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including without limitation (i) concepts of materiality, reasonableness, good faith, and fair dealing, (ii) the possible unavailability of specific performance, injunctive relief, or other equitable remedies, and (iii) limitations on the enforceability of provisions imposing penalties, liquidated damages, or forfeitures, or waiving or varying rights or defenses, to the extent that such waivers or variations are deemed unenforceable as a matter of public policy or applicable law.

3. Public policy limitations on the enforcement of provisions relating to indemnification, contribution, and exculpation under the federal securities laws of the United States, including the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

B. Scope Limitations

The opinions expressed herein are limited solely to the DGCL and, to the extent expressly stated herein, Article 9 of the Delaware UCC and Article 9 of the New York UCC. We do not express any opinion with respect to:

(a) the laws of any jurisdiction other than the State of Delaware, except as expressly provided herein with respect to Article 9 of the New York UCC;

(b) the federal laws of the United States, including without limitation the federal securities laws, federal tax laws, federal antitrust laws, federal environmental laws, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and rules and regulations thereunder;

(c) the laws of the State of New York, except with respect to Article 9 of the New York UCC as expressly referenced in Opinion 7 above;

(d) the laws of Canada or any province or territory thereof, including the Canada Business Corporations Act, the Ontario Business Corporations Act, and the Personal Property Security Act (Ontario);

(e) any matters relating to taxation, including federal, state, local, or foreign income taxes, franchise taxes (other than Delaware franchise taxes as reflected in the Good Standing Certificate), or other taxes;

(f) any matters relating to antitrust or trade regulation laws;

(g) any matters relating to environmental laws or regulations;

(h) any matters relating to pension, employee benefit, or labor laws, including ERISA, the Internal Revenue Code of 1986, as amended, or any state pension or benefit laws;

(i) any matters relating to the regulatory requirements of any governmental authority other than the Secretary of State of the State of Delaware, as expressly addressed herein;

(j) the effect of any federal or state securities laws on the issuance, offer, or sale of the Notes, or on the enforceability of any indemnification, contribution, or exculpation provisions contained in the Transaction Documents to the extent that such provisions may be inconsistent with, or limited by, applicable securities laws; or

(k) any matters relating to the creation, perfection, or priority of any lien, mortgage, pledge, or security interest in real property located in any jurisdiction.

We note that the matters relating to the due organization, valid existence, and authority of Torchlight Mining Corp. under the Canada Business Corporations Act, Wolverine Lake Mining Ltd. under the laws of the Province of Ontario, and Torchlight Milling & Processing Inc. under the laws of the Province of Ontario, are addressed exclusively in the opinion letter of Pendleton Ross LLP dated the date hereof and delivered separately to the Initial Purchasers.

We further note that the matters of New York law relating to the Indenture, the Notes, the Purchase Agreement, and the other Transaction Documents to the extent governed by the laws of the State of New York are addressed exclusively in the separate opinion letter of Calderwood & Harkness LLP (New York law opinion) dated the date hereof and delivered separately to the Initial Purchasers.

C. Security Interest Limitations

The opinion expressed in Opinion 7 above with respect to the creation and perfection of security interests under the U.S. Security Agreement is subject to the following additional limitations:

(a) Our opinion does not extend to any security interest in goods covered by a certificate of title statute of any jurisdiction.

(b) Our opinion does not extend to any security interest in deposit accounts, except to the extent that such deposit accounts constitute identifiable proceeds of other Article 9 Collateral.

(c) Our opinion does not extend to any security interest in letter-of-credit rights, except to the extent that such rights constitute supporting obligations or identifiable proceeds of other Article 9 Collateral.

(d) Our opinion does not extend to any security interest in commercial tort claims.

(e) Our opinion does not extend to any security interest in interests in real property, including without limitation leasehold interests, easements, and mineral rights.

(f) Our opinion does not extend to any security interest in copyrights, patents, trademarks, service marks, or other intellectual property rights to the extent that the creation, perfection, or priority of a security interest therein is governed by applicable federal statutes, including the United States Copyright Act (17 U.S.C. § 101 et seq.), the Patent Act (35 U.S.C. § 1 et seq.), and the Lanham Act (15 U.S.C. § 1051 et seq.).

(g) Our opinion does not extend to any property or asset to the extent that perfection of a security interest therein is governed by a statute, regulation, or treaty of the United States other than the UCC, or to the extent that such property or asset is of a type that is excluded from the scope of Article 9 of the UCC.

We express no opinion as to the priority of any security interest created under the U.S. Security Agreement relative to any other lien, claim, or interest, whether arising under contract, statute, common law, or otherwise.

D. Factual Reliance

In rendering the opinions expressed herein, we have relied, without independent investigation, upon (i) the certificates of officers and representatives of TUSHI and TMC, including the Secretary's Certificate and the Officer's Certificate, as to matters of fact, (ii) the Good Standing Certificate issued by the Secretary of State of the State of Delaware, and (iii) the representations, warranties, and statements of fact set forth in the Transaction Documents and in the other documents reviewed by us. We have assumed, and have not independently verified, that the factual matters set forth in such certificates, documents, and instruments are true, correct, and complete as of the date hereof. We have further assumed that the Good Standing Certificate issued by the Secretary of State of the State of Delaware remains accurate and has not been modified, amended, or revoked as of the date hereof, and that no event has occurred since the date thereof that would affect the continued good standing of TUSHI under the DGCL.

VI. Reliance and Use

This Opinion is rendered solely for the benefit of the addressees hereof, in their respective capacities as Initial Purchasers, in connection with the transactions contemplated by the Purchase Agreement. This Opinion may not be relied upon by, or furnished to, any other person, firm, corporation, or other entity, or used, circulated, quoted, referred to, or otherwise made available for any other purpose, without our prior written consent; provided, however, that this Opinion may be made available to the successors and assigns of the Initial Purchasers to the extent required by the terms of the Purchase Agreement, subject to the same limitations and qualifications set forth herein.

This Opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly set forth in this Opinion. The opinions expressed herein are rendered as of the date hereof and are based upon facts and law existing and known to us on the date hereof. We assume no obligation to update or supplement this Opinion to reflect any facts or circumstances that may hereafter come to our attention, any changes in applicable law (whether by legislative action, judicial decision, administrative action, or otherwise) that may hereafter occur, or any changes in the organizational documents, resolutions, or status of TUSHI that may hereafter take place, regardless of whether any such facts, circumstances, or changes may affect the opinions expressed herein.

This Opinion is governed by, and shall be interpreted in accordance with, the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association as published in The Business Lawyer, Vol. 53 (February 1998), and the Report on Customary Practice in the Rendering of Closing Opinions of Counsel in Business Transactions by the Legal Opinions Committee of the Business Law Section of the American Bar Association (as updated from time to time), to the extent applicable and not inconsistent with the express terms of this Opinion.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Vivienne St. Claire

Title: Partner

450 Park Avenue New York, New York 10022

Matter No. 1039-00002

CALDERWOOD & HARKNESS LLP Attorneys at Law
450 Park Avenue New York, New York 10022 Telephone: (212) 554-8000 Facsimile: (212) 554-8001
April 19, 2022
Kelvantis Capital Markets LLC 599 Lexington Avenue, 38th Floor New York, New York 10022
Prestige Barrington & Co., Inc. 1285 Avenue of the Americas, 22nd Floor New York, New York 10019
Halcyon Securities Inc. 200 Park Avenue, Suite 3100 New York, New York 10166
(each of the foregoing, collectively, the "Initial Purchasers")
Ladies and Gentlemen:
Re: Torchlight U.S. Holdings, Inc. — Delaware Law Opinion in connection with the issuance of $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 by Torchlight Mining Corp.
I. Introduction
We have acted as U.S. counsel to Torchlight Mining Corp., a corporation organized under the Canada Business Corporations Act (the "Issuer" or "TMC"), in connection with the issuance and sale by the Issuer of $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes"). This opinion letter (this "Opinion") is delivered to you pursuant to Section 7(g) of the Purchase Agreement dated March 29, 2022 (as defined below), in connection with the closing of the offering and sale of the Notes to the Initial Purchasers.
Torchlight U.S. Holdings, Inc. (the "Company" or "TUSHI") is a wholly owned subsidiary of Torchlight Mining Corp. and, pursuant to the Indenture (as defined below), is a guarantor of the Notes. TUSHI is a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), with federal employer identification number 84-3921057. The registered office of TUSHI in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801, and TUSHI's registered agent at such address is Crowne Albany Corporation.
This Opinion is limited in scope to matters of Delaware law, specifically the DGCL and, to the extent expressly stated herein, Article 9 of the Uniform Commercial Code as in effect in the State of Delaware (the "Delaware UCC") and in the State of New York (the "New York UCC"). Except as expressly provided herein, we express no opinion with respect to the laws of any other jurisdiction, including without limitation the federal laws of the United States, the laws of the State of New York (other than the New York UCC as specifically referenced), or the laws of Canada or any province or territory thereof.
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Indenture or the Purchase Agreement, as applicable.
II. Documents Examined
In connection with this Opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Opinion Documents"):
1.  The Indenture dated as of April 19, 2022 (the "Indenture"), among Torchlight Mining Corp., as Issuer, Wolverine Lake Mining Ltd., a corporation organized under the laws of the Province of Ontario, Torchlight Milling & Processing Inc., a corporation organized under the laws of the Province of Ontario, and Torchlight U.S. Holdings, Inc., a corporation organized under the DGCL (collectively, the "Guarantors"), and Northern Dominion Trust Company, as Trustee and Collateral Agent (in such capacities, the "Trustee" and the "Collateral Agent," respectively);
2.  The guarantee of Torchlight U.S. Holdings, Inc. set forth in Article X of the Indenture (the "Guarantee");
3.  The Purchase Agreement dated March 29, 2022 (the "Purchase Agreement"), among the Issuer, the Guarantors, and the Initial Purchasers;
4.  The Security Agreement dated as of April 19, 2022 (the "U.S. Security Agreement"), between Torchlight U.S. Holdings, Inc., as Grantor, and Northern Dominion Trust Company, as Collateral Agent;
5.  The Collateral Agency Agreement dated as of April 19, 2022 (the "Collateral Agency Agreement"), among the Issuer, the Guarantors, and Northern Dominion Trust Company, as Collateral Agent;
6.  The Registration Rights Agreement dated as of April 19, 2022 (the "Registration Rights Agreement"), among the Issuer, the Guarantors, and the Initial Purchasers;
7.  The Certificate of Incorporation of Torchlight U.S. Holdings, Inc. as filed with the Secretary of State of the State of Delaware on August 7, 2019, together with all amendments thereto, including the Certificate of Amendment filed on March 12, 2020 and the Amended and Restated Certificate of Incorporation filed on January 22, 2021 (collectively, the "Certificate of Incorporation");
8.  The Bylaws of Torchlight U.S. Holdings, Inc., as amended and restated effective January 22, 2021, and as currently in effect (the "Bylaws");
9.  The resolutions of the Board of Directors of Torchlight U.S. Holdings, Inc. adopted by unanimous written consent dated March 25, 2022, and further unanimous written consent dated April 15, 2022, authorizing the execution, delivery, and performance by TUSHI of the Transaction Documents (as defined below) and the consummation of the transactions contemplated thereby (the "Board Resolutions");
10.  A Certificate of Good Standing with respect to Torchlight U.S. Holdings, Inc. issued by the Secretary of State of the State of Delaware, dated on or about April 15, 2022 (the "Good Standing Certificate");
11.  The Secretary's Certificate of Torchlight U.S. Holdings, Inc. dated April 19, 2022, executed by Alison R. Chen, Secretary of TUSHI, attaching the Certificate of Incorporation, the Bylaws, the Board Resolutions, and an incumbency certificate identifying each officer and director of TUSHI authorized to execute the Transaction Documents on behalf of TUSHI (the "Secretary's Certificate"); and
12.  The Officer's Certificate of Torchlight Mining Corp. dated April 19, 2022, executed by Marcus J. Wainwright, Chief Financial Officer of TMC, certifying certain factual matters relating to the Issuer, the Guarantors, and the transactions contemplated by the Transaction Documents (the "Officer's Certificate").
As used herein, the term "Transaction Documents" refers collectively to the Indenture, the Guarantee, the Purchase Agreement, the U.S. Security Agreement, the Collateral Agency Agreement, and the Registration Rights Agreement.
In addition to the foregoing, we have reviewed such other certificates, documents, records, and instruments as we have deemed necessary or appropriate for purposes of this Opinion. We have also made such inquiries of officers and representatives of TUSHI and TMC as we have considered relevant to the opinions expressed herein.
III. Assumptions
In rendering the opinions expressed herein, we have assumed the following, without independent investigation or verification:
(a) The authenticity of all documents submitted to us as originals, the conformity to authentic originals of all documents submitted to us as copies (whether certified, photostatic, facsimile, electronic, or otherwise), and the authenticity of the originals of all documents submitted to us as copies.
(b) The genuineness of all signatures appearing on all documents reviewed by us, other than the signatures of officers and authorized representatives of TUSHI.
(c) Each natural person who has executed any document reviewed by us had, at the time of such execution, the legal capacity to do so.
(d) Each party to the Transaction Documents (other than TUSHI) has been duly organized or formed, as applicable, and is validly existing and in good standing under the laws of its respective jurisdiction of organization or formation, and has the corporate or other organizational power and authority to execute, deliver, and perform its respective obligations under the Transaction Documents to which it is a party.
(e) The Transaction Documents have been duly authorized by all necessary corporate or other organizational action on the part of each party thereto (other than TUSHI), have been duly executed and delivered by each such party, and constitute the valid and binding obligations of each such party, enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(f) Each party to the Transaction Documents (other than TUSHI) has complied and will comply with all laws, rules, and regulations applicable to it in connection with the execution, delivery, and performance of the Transaction Documents and the consummation of the transactions contemplated thereby.
(g) All factual matters, statements, representations, and warranties set forth in the certificates, instruments, and other documents reviewed by us, including but not limited to the Secretary's Certificate, the Officer's Certificate, and the Good Standing Certificate, are true, correct, and complete as of the date hereof and as of the respective dates of such certificates, instruments, and documents.
(h) The Good Standing Certificate issued by the Secretary of State of the State of Delaware remains accurate and has not been modified, amended, or revoked as of the date hereof.
(i) All parties to the Transaction Documents have acted in good faith and without notice of any defense against the enforcement of any rights created by, or any adverse claim to any property or security interest transferred or created as part of, the transactions contemplated by the Transaction Documents.
(j) There are no agreements, understandings, or arrangements (whether oral or written) between or among the parties to the Transaction Documents that would modify, supplement, or otherwise affect the terms of the Transaction Documents as reviewed by us.
IV. Opinions
Based upon and subject to the foregoing, and subject further to the qualifications, limitations, and exceptions set forth in Section V below, we are of the opinion that:
Opinion 1: Due Organization, Valid Existence, and Good Standing
TUSHI has been duly incorporated and is validly existing and in good standing as a corporation under the DGCL. In rendering this opinion, we have relied upon our review of the Certificate of Incorporation and all amendments thereto, as on file with the Secretary of State of the State of Delaware, and upon the Good Standing Certificate issued by the Secretary of State of the State of Delaware dated on or about April 15, 2022. We note that the Good Standing Certificate confirms that TUSHI has been duly formed, that all annual franchise taxes and fees due and payable to the State of Delaware have been paid to date, and that TUSHI has not been dissolved, merged, or otherwise terminated. We express no opinion regarding the qualification of TUSHI to do business as a foreign corporation in any jurisdiction other than the State of Delaware.
Opinion 2: Corporate Power and Authority
TUSHI has the requisite corporate power and authority under its Certificate of Incorporation and Bylaws and under the DGCL to (a) execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including without limitation the Guarantee, the U.S. Security Agreement, the Collateral Agency Agreement, and the Registration Rights Agreement, and to consummate the transactions contemplated thereby, and (b) own, lease, and operate its properties and to conduct its business as currently conducted, in each case to the extent such matters are governed by the DGCL. We have reviewed the Certificate of Incorporation and Bylaws of TUSHI, and we note that the Certificate of Incorporation provides for the broadest corporate purposes permitted under Section 102(a)(3) of the DGCL, and that neither the Certificate of Incorporation nor the Bylaws contains any provision that would restrict or limit the ability of TUSHI to execute, deliver, or perform its obligations under the Transaction Documents or to guarantee the obligations of the Issuer under the Indenture and the Notes.
Opinion 3: Due Authorization
The execution, delivery, and performance by TUSHI of each of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of TUSHI, including the Board Resolutions adopted by the Board of Directors of TUSHI by unanimous written consent in accordance with Section 141(f) of the DGCL and the applicable provisions of the Bylaws. No further corporate action on the part of TUSHI, or any vote or consent of the sole stockholder of TUSHI, is required in connection with the authorization, execution, delivery, or performance of the Transaction Documents by TUSHI or the consummation of the transactions contemplated thereby. The Board Resolutions remain in full force and effect and have not been rescinded, amended, modified, or revoked, as confirmed by the Secretary's Certificate.
Opinion 4: Due Execution and Delivery
Each of the Transaction Documents to which TUSHI is a party has been duly executed and delivered by TUSHI. In rendering this opinion, we have reviewed the executed counterparts of each Transaction Document, confirmed the incumbency and authority of the officers of TUSHI who executed such documents on behalf of TUSHI by reference to the Secretary's Certificate and the Board Resolutions, and have verified that such execution and delivery were effected in accordance with the DGCL, the Certificate of Incorporation, and the Bylaws.
Opinion 5: Enforceability
Each of the Transaction Documents to which TUSHI is a party constitutes the valid and binding obligation of TUSHI, enforceable against TUSHI in accordance with its respective terms. The foregoing opinion is subject to the qualifications and exceptions set forth in Section V below, including without limitation the Enforceability Qualifications specified therein.
Opinion 6: No Conflict — Delaware Law and Organizational Documents
The execution, delivery, and performance by TUSHI of each of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the Certificate of Incorporation or Bylaws of TUSHI;
(b) violate any provision of the DGCL applicable to TUSHI; or
(c) result in any breach of, or constitute a default (or any event that, with notice or the lapse of time or both, would constitute a default) under, require any consent or approval under, or result in the creation or imposition of any lien, charge, encumbrance, or security interest (other than liens and security interests created under or pursuant to the U.S. Security Agreement and the Collateral Agency Agreement) upon any of the properties or assets of TUSHI pursuant to any agreement, contract, indenture, mortgage, deed of trust, loan agreement, lease, or other instrument to which TUSHI is a party or by which TUSHI or any of its properties or assets may be bound, in each case as identified in and limited to those agreements and instruments listed on Schedule A to the Secretary's Certificate and specifically reviewed by us in connection with the preparation of this Opinion.
With respect to clause (c) above, we note that our review has been limited to those agreements and instruments that have been identified to us by TUSHI and listed on Schedule A to the Secretary's Certificate, and we have not undertaken any independent investigation to identify any other agreements or instruments to which TUSHI is a party or by which it or any of its properties may be bound. Our opinion in clause (c) above does not extend to any agreement or instrument not specifically reviewed by us.
Opinion 7: Security Interest — UCC
(a) The U.S. Security Agreement creates in favor of Northern Dominion Trust Company, as Collateral Agent, a valid security interest in the personal property described in the U.S. Security Agreement in which TUSHI has rights (the "Article 9 Collateral"), to the extent that a security interest therein can be created under Article 9 of the Delaware UCC or the New York UCC.
(b) Upon the filing of appropriate UCC-1 financing statements with the office of the Secretary of State of the State of Delaware, in the form required by Section 9-502 of the Delaware UCC, naming TUSHI as debtor and Northern Dominion Trust Company, as Collateral Agent, as secured party, and describing the Article 9 Collateral in accordance with Section 9-504 of the Delaware UCC, such security interest will be perfected to the extent that perfection of a security interest in such Article 9 Collateral can be achieved by the filing of a financing statement under the Delaware UCC.
We note that the opinion expressed in this paragraph 7 is limited to personal property of the type in which a security interest may be created and perfected under Article 9 of the UCC by the filing of a financing statement with the Secretary of State of the State of Delaware. This opinion does not extend to any security interest in real property, fixtures (to the extent a fixture filing is required), or any category of collateral as to which perfection of a security interest cannot be achieved solely by the filing of a UCC financing statement. The specific exclusions and limitations applicable to this opinion are set forth more fully in Section V below. We further note that we express no opinion as to the priority of any security interest created under the U.S. Security Agreement as against the rights of any third parties, and we express no opinion regarding the effect of any future changes in the applicable UCC or other law on the continued perfection or enforceability of any such security interest.
Opinion 8: No Governmental Approvals Required Under Delaware Law
No consent, license, permit, approval, authorization, order, registration, qualification, declaration, or filing with, or notice to, any governmental authority, agency, department, commission, board, bureau, or instrumentality of the State of Delaware is required for the execution, delivery, or performance by TUSHI of any of the Transaction Documents to which it is a party, or for the consummation of the transactions contemplated thereby, except for (i) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware in connection with the perfection of the security interests granted under the U.S. Security Agreement, and (ii) such consents, approvals, authorizations, registrations, declarations, or filings as have already been obtained or made on or prior to the date hereof. We note that this opinion is limited to the laws of the State of Delaware and does not address any filing, registration, consent, or approval that may be required under the federal laws of the United States, the laws of any other state, or the laws of Canada or any province or territory thereof.
V. Qualifications and Limitations
The opinions expressed herein are subject to the following qualifications, limitations, and exceptions:
A. Enforceability Qualifications
The opinions as to enforceability set forth in Opinion 5 above are subject to and limited by:
1.  Applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, preferential transfer, and similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights and remedies generally, including without limitation the United States Bankruptcy Code (Title 11, United States Code), as amended, and state laws regarding fraudulent transfers and conveyances, including the Delaware Uniform Fraudulent Transfer Act (6 Del. C. §§ 1301–1311) and the Uniform Voidable Transactions Act, to the extent adopted in any applicable jurisdiction.
2.  General principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including without limitation (i) concepts of materiality, reasonableness, good faith, and fair dealing, (ii) the possible unavailability of specific performance, injunctive relief, or other equitable remedies, and (iii) limitations on the enforceability of provisions imposing penalties, liquidated damages, or forfeitures, or waiving or varying rights or defenses, to the extent that such waivers or variations are deemed unenforceable as a matter of public policy or applicable law.
3.  Public policy limitations on the enforcement of provisions relating to indemnification, contribution, and exculpation under the federal securities laws of the United States, including the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
B. Scope Limitations
The opinions expressed herein are limited solely to the DGCL and, to the extent expressly stated herein, Article 9 of the Delaware UCC and Article 9 of the New York UCC. We do not express any opinion with respect to:
(a) the laws of any jurisdiction other than the State of Delaware, except as expressly provided herein with respect to Article 9 of the New York UCC;
(b) the federal laws of the United States, including without limitation the federal securities laws, federal tax laws, federal antitrust laws, federal environmental laws, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and rules and regulations thereunder;
(c) the laws of the State of New York, except with respect to Article 9 of the New York UCC as expressly referenced in Opinion 7 above;
(d) the laws of Canada or any province or territory thereof, including the Canada Business Corporations Act, the Ontario Business Corporations Act, and the Personal Property Security Act (Ontario);
(e) any matters relating to taxation, including federal, state, local, or foreign income taxes, franchise taxes (other than Delaware franchise taxes as reflected in the Good Standing Certificate), or other taxes;
(f) any matters relating to antitrust or trade regulation laws;
(g) any matters relating to environmental laws or regulations;
(h) any matters relating to pension, employee benefit, or labor laws, including ERISA, the Internal Revenue Code of 1986, as amended, or any state pension or benefit laws;
(i) any matters relating to the regulatory requirements of any governmental authority other than the Secretary of State of the State of Delaware, as expressly addressed herein;
(j) the effect of any federal or state securities laws on the issuance, offer, or sale of the Notes, or on the enforceability of any indemnification, contribution, or exculpation provisions contained in the Transaction Documents to the extent that such provisions may be inconsistent with, or limited by, applicable securities laws; or
(k) any matters relating to the creation, perfection, or priority of any lien, mortgage, pledge, or security interest in real property located in any jurisdiction.
We note that the matters relating to the due organization, valid existence, and authority of Torchlight Mining Corp. under the Canada Business Corporations Act, Wolverine Lake Mining Ltd. under the laws of the Province of Ontario, and Torchlight Milling & Processing Inc. under the laws of the Province of Ontario, are addressed exclusively in the opinion letter of Pendleton Ross LLP dated the date hereof and delivered separately to the Initial Purchasers.
We further note that the matters of New York law relating to the Indenture, the Notes, the Purchase Agreement, and the other Transaction Documents to the extent governed by the laws of the State of New York are addressed exclusively in the separate opinion letter of Calderwood & Harkness LLP (New York law opinion) dated the date hereof and delivered separately to the Initial Purchasers.
C. Security Interest Limitations
The opinion expressed in Opinion 7 above with respect to the creation and perfection of security interests under the U.S. Security Agreement is subject to the following additional limitations:
(a) Our opinion does not extend to any security interest in goods covered by a certificate of title statute of any jurisdiction.
(b) Our opinion does not extend to any security interest in deposit accounts, except to the extent that such deposit accounts constitute identifiable proceeds of other Article 9 Collateral.
(c) Our opinion does not extend to any security interest in letter-of-credit rights, except to the extent that such rights constitute supporting obligations or identifiable proceeds of other Article 9 Collateral.
(d) Our opinion does not extend to any security interest in commercial tort claims.
(e) Our opinion does not extend to any security interest in interests in real property, including without limitation leasehold interests, easements, and mineral rights.
(f) Our opinion does not extend to any security interest in copyrights, patents, trademarks, service marks, or other intellectual property rights to the extent that the creation, perfection, or priority of a security interest therein is governed by applicable federal statutes, including the United States Copyright Act (17 U.S.C. § 101 et seq.), the Patent Act (35 U.S.C. § 1 et seq.), and the Lanham Act (15 U.S.C. § 1051 et seq.).
(g) Our opinion does not extend to any property or asset to the extent that perfection of a security interest therein is governed by a statute, regulation, or treaty of the United States other than the UCC, or to the extent that such property or asset is of a type that is excluded from the scope of Article 9 of the UCC.
We express no opinion as to the priority of any security interest created under the U.S. Security Agreement relative to any other lien, claim, or interest, whether arising under contract, statute, common law, or otherwise.
D. Factual Reliance
In rendering the opinions expressed herein, we have relied, without independent investigation, upon (i) the certificates of officers and representatives of TUSHI and TMC, including the Secretary's Certificate and the Officer's Certificate, as to matters of fact, (ii) the Good Standing Certificate issued by the Secretary of State of the State of Delaware, and (iii) the representations, warranties, and statements of fact set forth in the Transaction Documents and in the other documents reviewed by us. We have assumed, and have not independently verified, that the factual matters set forth in such certificates, documents, and instruments are true, correct, and complete as of the date hereof. We have further assumed that the Good Standing Certificate issued by the Secretary of State of the State of Delaware remains accurate and has not been modified, amended, or revoked as of the date hereof, and that no event has occurred since the date thereof that would affect the continued good standing of TUSHI under the DGCL.
VI. Reliance and Use
This Opinion is rendered solely for the benefit of the addressees hereof, in their respective capacities as Initial Purchasers, in connection with the transactions contemplated by the Purchase Agreement. This Opinion may not be relied upon by, or furnished to, any other person, firm, corporation, or other entity, or used, circulated, quoted, referred to, or otherwise made available for any other purpose, without our prior written consent; provided, however, that this Opinion may be made available to the successors and assigns of the Initial Purchasers to the extent required by the terms of the Purchase Agreement, subject to the same limitations and qualifications set forth herein.
This Opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly set forth in this Opinion. The opinions expressed herein are rendered as of the date hereof and are based upon facts and law existing and known to us on the date hereof. We assume no obligation to update or supplement this Opinion to reflect any facts or circumstances that may hereafter come to our attention, any changes in applicable law (whether by legislative action, judicial decision, administrative action, or otherwise) that may hereafter occur, or any changes in the organizational documents, resolutions, or status of TUSHI that may hereafter take place, regardless of whether any such facts, circumstances, or changes may affect the opinions expressed herein.
This Opinion is governed by, and shall be interpreted in accordance with, the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association as published in The Business Lawyer, Vol. 53 (February 1998), and the Report on Customary Practice in the Rendering of Closing Opinions of Counsel in Business Transactions by the Legal Opinions Committee of the Business Law Section of the American Bar Association (as updated from time to time), to the extent applicable and not inconsistent with the express terms of this Opinion.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Vivienne St. Claire
Title: Partner
450 Park Avenue New York, New York 10022
Matter No. 1039-00002

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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