1039-00002 · Torchlight Mining Corp · Transaction Documents

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EXHIBIT A-1 TO INDENTURE

[FORM OF RULE 144A GLOBAL NOTE]

TORCHLIGHT MINING CORP.

8.750% Senior Secured Notes due 2029

Rule 144A Global Note

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS [IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO], ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (C) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE TOGETHER WITH SUCH OTHER EVIDENCE OF COMPLIANCE AS MAY BE REQUIRED BY THE INDENTURE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR IT IS AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, ALSO AGREES, REPRESENTS, AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT, OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS NOTE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS NOTE IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Registered Holder: CEDE & CO. as nominee for The Depository Trust Company ("DTC")

Section 1. Promise to Pay — Principal

Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act (the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the principal sum of ___ DOLLARS ($___) (or, if different, such lesser or greater principal amount as may be indicated on the Schedule of Increases and Decreases in Global Note attached hereto as the final entry) on April 15, 2029 (the "Maturity Date"), unless earlier redeemed or repurchased in accordance with the provisions of the Indenture referred to herein. Subject to the provisions of the Indenture, the principal amount of this Global Note may be increased or decreased from time to time by adjustments made on the records of the Trustee and DTC, as applicable, in connection with transfers of interests in this Global Note to or from the corresponding Regulation S Global Note or in connection with the issuance of Additional Notes, as the case may be.

Section 2. Promise to Pay — Interest

The Issuer promises to pay interest on the principal amount of this Note at the rate of 8.750% per annum. Interest on this Note shall accrue from the Original Issue Date or, if interest has already been paid or duly provided for, from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest on this Note shall be payable semi-annually in arrears on April 15 and October 15 of each year (each, an "Interest Payment Date"), commencing on October 15, 2022.

Interest on this Note shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Such interest shall accrue from and including the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from and including the Original Issue Date, to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be.

The record dates for payment of interest on this Note shall be April 1 and October 1 (whether or not a Business Day) immediately preceding each Interest Payment Date (each, a "Record Date"). For so long as this Note is a Global Note registered in the name of DTC or its nominee, all payments of interest shall be made to DTC or its nominee as the registered Holder of this Note on the applicable Record Date.

If the Issuer defaults in the payment of interest on this Note when the same becomes due and payable, such defaulted interest shall be paid in the manner and to the extent provided in Section 2.12 of the Indenture. Defaulted interest shall accrue interest at the rate borne by this Note to the extent lawful.

Section 3. Method of Payment

Payments of principal of, premium (if any), and interest on this Note shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts ("U.S. Legal Tender").

So long as this Note is a Global Note registered in the name of DTC or its nominee, all payments of principal of, premium (if any), and interest on this Note shall be made by wire transfer of immediately available funds to the account of DTC or its nominee, in accordance with the customary procedures of DTC, the Trustee, and the Paying Agent.

The initial Paying Agent for this Note is Northern Dominion Trust Company, at its Corporate Trust Office located at 101 Barclay Street, 7th Floor, New York, New York 10286, or at such other office or agency as may be maintained by the Issuer for such purpose in accordance with the terms of the Indenture.

If any Interest Payment Date, Maturity Date, or Redemption Date falls on a day that is not a Business Day (as defined in the Indenture), the required payment of principal, premium (if any), or interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no additional interest shall accrue as a result of such delayed payment for the period from and after such Interest Payment Date, Maturity Date, or Redemption Date, as the case may be, to the date of such payment.

Section 4. Indenture; Guarantees; Security

This Note is one of a duly authorized issue of the Issuer's 8.750% Senior Secured Notes due 2029 (collectively, the "Notes"), limited in aggregate principal amount to $300,000,000 (except as otherwise provided in the Indenture with respect to Additional Notes), issued under and governed by an Indenture dated as of April 19, 2022 (as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms, the "Indenture"), among the Issuer, the Guarantors (as defined below), and Northern Dominion Trust Company, as Trustee, Paying Agent, Transfer Agent, Registrar, and Collateral Agent (in each such capacity, the "Trustee" or the "Collateral Agent," as applicable).

Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties, obligations, and immunities thereunder of the Issuer, the Guarantors, the Trustee, the Collateral Agent, and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

The Notes are jointly and severally, unconditionally and irrevocably guaranteed on a senior secured basis by each of the following entities (each a "Guarantor" and collectively, the "Guarantors"):

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

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

(iii) Torchlight U.S. Holdings, Inc., a corporation organized under the laws of the State of Delaware, United States of America,

pursuant to the terms and conditions set forth in Article XI of the Indenture. Each Guarantee is endorsed on this Note in the form set forth herein.

The Notes and the Guarantees are secured by a first-priority lien (subject to Permitted Liens) on substantially all tangible and intangible assets of the Issuer and each of the Guarantors (collectively, the "Collateral"), including, without limitation, mining rights, mineral claims, surface rights, equipment, inventory, accounts receivable, intellectual property, intercompany notes, and the equity interests of the Issuer in each Guarantor subsidiary, all pursuant to and as more fully set forth in the following documents (each dated as of April 19, 2022 and each as defined in the Indenture):

(a) the Security Agreement (U.S.);

(b) the General Security Agreement (Canada); and

The rights and obligations of the Holders with respect to the Collateral are governed by the terms and conditions of the foregoing agreements and the Indenture. The Holder of this Note, by accepting this Note, agrees to and is bound by the provisions of the Collateral Agency Agreement.

Section 5. Ranking

The Notes constitute senior secured obligations of the Issuer and shall:

(a) rank pari passu in right of payment with all existing and future senior Indebtedness of the Issuer (including, without limitation, Indebtedness under the Revolving Credit Agreement);

(b) rank senior in right of payment to all existing and future Indebtedness of the Issuer that is expressly subordinated in right of payment to the Notes;

(c) be effectively senior to all existing and future unsecured Indebtedness of the Issuer to the extent of the value of the Collateral securing the Notes and the Guarantees; and

(d) be structurally senior to all existing and future Indebtedness of any Subsidiary of the Issuer that is not a Guarantor, only to the extent of the value of the Collateral held by the Issuer and the Guarantors.

The Guarantees will have the same ranking with respect to the Indebtedness of each Guarantor as the Notes have with respect to the Indebtedness of the Issuer, as set forth above.

Section 6. Optional Redemption

(a) Make-Whole Redemption (Prior to April 15, 2025). At any time, and from time to time, prior to April 15, 2025, the Issuer may redeem the Notes, in whole or in part, at its option, upon not less than 10 nor more than 60 days' prior notice (in accordance with the procedures set forth in the Indenture), at a redemption price equal to the greater of:

(i) 100% of the principal amount of the Notes to be redeemed; and

(ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on April 15, 2025 (exclusive of interest accrued to, but not including, the date of redemption), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Applicable Treasury Rate (as defined in the Indenture) plus 50 basis points,

plus, in either case, accrued and unpaid interest, if any, on the principal amount of the Notes to be redeemed to, but not including, the redemption date.

(b) Equity Clawback (Prior to April 15, 2025). At any time, and from time to time, prior to April 15, 2025, the Issuer may redeem up to 40% of the original aggregate principal amount of the Notes originally issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (as defined in the Indenture), at a redemption price equal to 108.750% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date; provided, however, that:

(i) at least 60% of the original aggregate principal amount of Notes originally issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to each such redemption (excluding Notes held by the Issuer and its Subsidiaries); and

(ii) each such redemption shall occur within 180 days of the closing of the related Equity Offering.

(c) Fixed-Price Redemption (On or After April 15, 2025). On or after April 15, 2025, the Issuer may redeem the Notes, in whole or in part, at its option, upon not less than 10 nor more than 60 days' prior notice (in accordance with the procedures set forth in the Indenture), at the following redemption prices (expressed as a percentage of principal amount), plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Notes to be redeemed to, but not including, the redemption date, if redeemed during the twelve-month period beginning on the dates set forth below:

(d) Procedures. Any redemption pursuant to this Section 6 shall be made in accordance with the provisions of Article III of the Indenture, including, without limitation, the provisions relating to the selection of Notes for redemption, the notice of redemption, and the effect of a notice of redemption. Notice of any redemption shall be mailed or otherwise transmitted in accordance with the procedures of DTC not less than 10 nor more than 60 days prior to the applicable redemption date. In the event of a partial redemption, selection of the Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot, or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable DTC procedures).

Section 7. Change of Control

Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), each Holder of Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder's Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (the "Change of Control Payment").

Within 30 days following any Change of Control Triggering Event or, at the Issuer's option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Issuer shall mail or cause to be mailed (or otherwise transmitted in accordance with DTC's procedures) a notice to each Holder describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event, offering to repurchase Notes on the date specified in such notice (the "Change of Control Payment Date"), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, and setting forth the procedures governing the Change of Control Offer, all as more fully described in Section 4.14 of the Indenture.

Section 8. Offers to Purchase — Asset Sales

The Issuer is obligated to make an offer to purchase Notes upon the occurrence of certain Asset Sales (as defined in the Indenture) in accordance with the provisions of Section 4.10 of the Indenture, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase.

In accordance with the Indenture, the Net Proceeds (as defined in the Indenture) from any Asset Sale must be applied within 365 days from the date of receipt thereof to (i) repay senior secured Indebtedness, including the Notes, on a pro rata basis, (ii) invest in Replacement Assets (as defined in the Indenture), or (iii) a combination thereof. To the extent that any Net Proceeds from an Asset Sale are not so applied within such 365-day period (or are not committed to be applied within such period pursuant to a binding agreement), the Issuer shall be required to make an Asset Sale Offer to purchase outstanding Notes at the purchase price set forth above, in accordance with the provisions of the Indenture.

Section 9. Denominations; Transfer; Exchange

The Notes are issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

This Note is a Global Note registered in the name of DTC or a nominee thereof. Beneficial interests in this Global Note shall be represented, and transfers of such beneficial interests shall be effected, only through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC ("Participants") in accordance with DTC's customary procedures. Transfers of beneficial interests in this Global Note are subject to the applicable restrictions set forth in the Indenture and the restrictive legend set forth on the face of this Note, including, without limitation, the requirement that any such transfer must comply with the Securities Act and other applicable securities laws.

Except as provided in Section 2.06 of the Indenture, owners of beneficial interests in this Global Note shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive physical delivery of Notes in definitive certificated form, and shall not be considered the Holders thereof under the Indenture for any purpose. Under certain limited circumstances set forth in the Indenture, including, without limitation, the occurrence of certain events relating to the cessation of operations of DTC, beneficial interests in this Global Note may be exchanged for Notes in definitive certificated form.

Reference is hereby made to the Indenture for the full statement of provisions relating to the transfer and exchange of the Notes, including the certification requirements applicable to transfers of beneficial interests in this Global Note to beneficial interests in the corresponding Regulation S Global Note or to Notes in definitive certificated form.

Section 10. Persons Deemed Owners

Prior to due presentment of this Note for registration of transfer, the Issuer, the Guarantors, the Trustee, and any agent of any of them may treat the Person in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note is overdue, and neither the Issuer, the Guarantors, the Trustee, nor any such agent shall be affected by notice to the contrary. All payments made to the registered Holder of this Note shall be valid and effective to satisfy and discharge the liability of the Issuer on this Note to the extent of the sum or sums so paid.

Section 11. Defaults and Remedies

The Events of Default with respect to the Notes are set forth in Section 6.01 of the Indenture. If an Event of Default shall occur and be continuing, the principal of, premium (if any), and accrued and unpaid interest on all the Notes may be declared to be due and payable immediately, in the manner and with the effect provided in the Indenture. Upon certain Events of Default arising from certain events of bankruptcy, insolvency, or reorganization with respect to the Issuer or a Significant Subsidiary, the principal of, premium (if any), and accrued and unpaid interest on all the Notes shall become automatically due and payable without any declaration or other act on the part of the Trustee or any Holder, all as more fully set forth in Section 6.02 of the Indenture. In the event of a declaration of acceleration of the Notes because an Event of Default specified in Section 6.01(a)(iv) of the Indenture has occurred and is continuing, the declaration of acceleration may be rescinded and annulled under the conditions set forth in the Indenture.

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may direct the time, method, and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal of, premium (if any), or interest on the Notes) if and so long as the Trustee in good faith determines that withholding the notice is in the interests of the Holders. The Trustee may refuse to exercise any of its rights or powers under the Indenture unless it receives indemnity and/or security satisfactory to it against any loss, liability, or expense that might be incurred by it in connection therewith. The rights of a Holder to receive payment of principal of, premium (if any), and interest on the Notes on or after the respective due dates expressed herein or therein (subject to Section 6.06 of the Indenture) or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 12. Amendment; Supplement; Waiver

Subject to certain exceptions described in Section 9.02 of the Indenture, the Indenture, the Notes, the Guarantees, or the Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and any existing Default or Event of Default or compliance with any provision of the Indenture, the Notes, the Guarantees, or the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then-outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).

Without the consent of each affected Holder, no amendment, supplement, or waiver may, among other things:

(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement, or waiver;

(b) reduce the principal of or change the fixed maturity of any Note or alter or waive any provision with respect to the redemption of the Notes (other than provisions relating to Asset Sale Offers and Change of Control Offers);

(d) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(e) make any Note payable in money other than U.S. Legal Tender;

(f) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on the Notes;

(g) release any Guarantor from any of its obligations under its Guarantee or the Indenture, except in accordance with the terms of the Indenture; or

(h) make any change in the preceding amendment and waiver provisions.

Without the consent of any Holder of a Note, the Issuer, the Guarantors, and the Trustee may amend or supplement the Indenture, the Notes, the Guarantees, or the Security Documents in the circumstances described in Section 9.01 of the Indenture.

Section 13. Reporting Covenants

For so long as any Notes remain outstanding, the Issuer shall provide to the Trustee and, upon request, to each Holder and to prospective purchasers of the Notes:

(a) within 90 days after the end of each fiscal year of the Issuer, annual reports containing audited consolidated financial statements of the Issuer and its Restricted Subsidiaries for the most recently completed fiscal year, prepared in accordance with IFRS (or GAAP, if applicable) as consistently applied, together with a report thereon by an independent registered public accounting firm of recognized national standing, and a "Management's Discussion and Analysis of Financial Condition and Results of Operations" section;

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Issuer, quarterly reports containing unaudited condensed consolidated financial statements of the Issuer and its Restricted Subsidiaries for the most recently completed fiscal quarter, together with a "Management's Discussion and Analysis of Financial Condition and Results of Operations" section,

all in accordance with and subject to the terms and conditions set forth in Section 4.03 of the Indenture.

Section 14. Restrictive Covenants

The Indenture contains covenants that limit the ability of the Issuer and its Restricted Subsidiaries to, among other things:

(a) incur additional Indebtedness or issue preferred stock, subject to an incurrence-based Consolidated Leverage Ratio test not to exceed 3.75:1.00 and subject to the Permitted Indebtedness exceptions set forth in the Indenture;

(b) make Restricted Payments (including dividends and distributions on, and redemptions of, Capital Stock and investments), subject to a cumulative basket commencing at $25,000,000 and a pro forma Consolidated Leverage Ratio test of 3.00:1.00 or less;

(d) create or suffer to exist Liens (negative pledge), subject to the exceptions for Permitted Liens set forth in the Indenture;

(e) enter into certain transactions with Affiliates;

(f) make certain dividend and other payment restrictions affecting Restricted Subsidiaries;

(g) designate Subsidiaries as Unrestricted Subsidiaries; and

(h) consolidate, merge, or sell all or substantially all of the Issuer's assets.

These covenants are subject to a number of important exceptions and qualifications that are described in the Indenture. Holders should refer to the Indenture for the complete text of such covenants and the related definitions of defined terms used therein.

Section 15. Trustee, Paying Agent, Transfer Agent, and Registrar

Northern Dominion Trust Company, at its Corporate Trust Office located at 101 Barclay Street, 7th Floor, New York, New York 10286, initially acts as Trustee, Paying Agent, Transfer Agent, and Registrar with respect to the Notes. The Issuer may change any Paying Agent, Transfer Agent, or Registrar without prior notice to any Holder. The Issuer or any of its Subsidiaries may act in any such capacity; provided, however, that the Issuer shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and the Indenture may be served.

Section 16. Collateral Agent

Northern Dominion Trust Company initially acts as Collateral Agent under the Collateral Agency Agreement dated as of April 19, 2022 (as amended, supplemented, or otherwise modified from time to time, the "Collateral Agency Agreement"), among the Issuer, the Guarantors, the Trustee, and the Collateral Agent.

The Collateral Agent shall hold the Collateral for the benefit of the Holders and shall exercise its rights, powers, and duties under the Collateral Agency Agreement, the Security Agreement (U.S.), and the General Security Agreement (Canada) in accordance with the terms thereof. The duties, rights, protections, immunities, and limitations of liability of the Collateral Agent are set forth in the Collateral Agency Agreement. By accepting this Note, the Holder hereof agrees to the terms of the Collateral Agency Agreement, including, without limitation, the provisions regarding the duties, standard of care, liability, and indemnification of the Collateral Agent.

Section 17. Governing Law

THIS NOTE, AND ANY CLAIM, CONTROVERSY, OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Section 18. CUSIP and ISIN Numbers

The Issuer has caused CUSIP and ISIN numbers to be printed on the Notes for convenience of reference by the Holders. The following numbers have been assigned to this Note:

CUSIP: 891207 AA 3

ISIN: US891207AA38

No representation is made as to the accuracy of such numbers as printed on the Notes, and reliance may be placed only on the other identification numbers printed hereon. Any redemption notice or notice of exchange may also contain a statement that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes.

Section 19. Authentication

This Note shall not be valid or obligatory for any purpose until the Certificate of Authentication hereon has been duly executed by manual or facsimile signature of the Trustee, Northern Dominion Trust Company, or its duly authorized agent. Such authentication shall be conclusive evidence, and the only evidence, that this Note has been duly authenticated and delivered under the Indenture.

Section 20. Abbreviations and Definitions

Customary abbreviations may be used in the name of a Holder of this Note or an assignee, such as:

TEN COM = as tenants in common

TEN ENT = as tenants by the entireties

JT TEN = as joint tenants with right of survivorship and not as tenants in common

CUST = as Custodian

U/G/M/A = as Custodian under the Uniform Gifts to Minors Act or Uniform Transfers to Minors Act of the State of ___

Additional abbreviations may also be used though not listed above. All terms used in this Note that are defined in the Indenture and not otherwise defined herein shall have the respective meanings assigned to them in the Indenture.

Section 21. Additional Rights of Holders of Transfer Restricted Securities

The Holder of this Note is entitled to the benefits of the Registration Rights Agreement dated as of April 19, 2022 (as amended, supplemented, or otherwise modified from time to time, the "Registration Rights Agreement"), among the Issuer, the Guarantors, and the Initial Purchasers named therein, namely:

(a) Kelvantis Capital Markets LLC;

(b) Prestige Barrington & Co., Inc.; and

Pursuant to the Registration Rights Agreement, the Issuer has agreed, for the benefit of the Holders, that it will (i) file with the Securities and Exchange Commission (the "SEC") a registration statement on an appropriate form (the "Exchange Offer Registration Statement") with respect to an offer to exchange the Notes for a new series of notes registered under the Securities Act with terms substantially identical in all material respects to those of the Notes (except that such new notes shall not contain terms with respect to transfer restrictions, registration rights, or additional interest provisions) (the "Exchange Offer"), or, if required under the circumstances described in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement"), (ii) use commercially reasonable efforts to cause such registration statement to become effective, and (iii) consummate the Exchange Offer or have the Shelf Registration Statement declared effective, in each case, within 365 days after the Original Issue Date (the "Registration Deadline"), which Registration Deadline is April 19, 2023.

In the event that the Issuer fails to satisfy its registration obligations under the Registration Rights Agreement by the Registration Deadline, additional interest ("Additional Interest") shall accrue on this Note at a rate and in a manner specified in the Registration Rights Agreement from and including the date on which any such registration default occurs to, but not including, the date on which all such registration defaults have been cured. All other terms and conditions of the Registration Rights Agreement are incorporated herein by this reference, and the Holder of this Note is bound by, and entitled to the benefits of, the Registration Rights Agreement.

[SIGNATURE PAGE — ISSUER]

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed as of the date set forth below.

TORCHLIGHT MINING CORP.

By: ________

Name: ________

Title: ________

CERTIFICATE OF AUTHENTICATION

This is one of the 8.750% Senior Secured Notes due 2029 referred to in the within-mentioned Indenture dated as of April 19, 2022.

NORTHERN DOMINION TRUST COMPANY, as Trustee

By: ________

Authorized Signatory

Date of Authentication: ________

GUARANTEE ENDORSEMENT

For value received, each of the undersigned Guarantors (each, a "Guarantor") hereby jointly and severally, unconditionally and irrevocably guarantees, on a senior secured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes, or the obligations of the Issuer thereunder:

(a) the full and prompt payment when due, whether at maturity, by acceleration, by redemption, or otherwise, of the principal of, premium (if any), and interest on this Note (including any Additional Interest, if applicable) and all other monetary obligations of the Issuer under the Indenture and the Notes, including fees, indemnities, costs, and expenses (including, without limitation, all fees and disbursements of counsel), whether or not such obligations are allowed or disallowed in any bankruptcy, insolvency, or similar proceeding (collectively, the "Guaranteed Obligations"); and

(b) in case of any extension of time of payment or renewal of any Note or any of the Guaranteed Obligations, the full and prompt payment thereof when due in accordance with the terms of such extension or renewal, whether at stated maturity, by acceleration, or otherwise,

all in accordance with, and subject to the terms, conditions, and limitations set forth in, Article XI of the Indenture.

Each Guarantor agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity, or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Each Guarantor hereby waives and relinquishes, to the fullest extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice, and all demands whatsoever, and covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in this Note and the Indenture.

If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, to any Guarantor, or to any custodian, trustee, liquidator, or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by the Issuer or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction, or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.

This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York.

WOLVERINE LAKE MINING LTD.

By: ________

Name: ________

Title: ________

TORCHLIGHT MILLING & PROCESSING INC.

By: ________

Name: ________

Title: ________

TORCHLIGHT U.S. HOLDINGS, INC.

By: ________

Name: ________

Title: ________

ASSIGNMENT FORM (Reverse of Note)

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

________________________________________

(Insert Assignee's Legal Name)

________________________________________

(Insert Assignee's Social Security or Tax Identification Number)

________________________________________

(Insert Assignee's Address, Including Zip Code)

and irrevocably appoint ________ as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him or her.

Date: ________

Your Signature: ________

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: ________

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

CERTIFICATE TO BE DELIVERED UPON TRANSFER OR EXCHANGE (Required Under the Indenture)

The undersigned hereby certifies, in connection with a proposed transfer or exchange of the beneficial interest in the Note described below, as follows:

1. Note Information:

2. Transferor Information:

3. Transferee Information:

4. Type of Transfer (check one):

(a) Rule 144A Transfer. The undersigned certifies that the transfer is being made to a Person whom the transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, purchasing for its own account or for the account of a qualified institutional buyer, in a transaction meeting the requirements of Rule 144A, and the transferee has been informed that the transfer is being made in reliance on Rule 144A.

(b) Regulation S Transfer. The undersigned certifies that the transfer is being made in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act. If the transfer is being made during the 40-day distribution compliance period (as defined in Regulation S), the undersigned further certifies that the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) and that, if applicable, the distribution compliance period has not expired with respect to such beneficial interest.

(c) Rule 144 Transfer. The undersigned certifies that the transfer is being made pursuant to Rule 144 under the Securities Act. The undersigned further certifies that the conditions to such transfer set forth in Rule 144 have been satisfied and that the undersigned has complied with, or will comply with, the applicable filing requirements of Rule 144.

(d) Registered Transfer. The undersigned certifies that the transfer is being made pursuant to an effective registration statement under the Securities Act (Registration Statement No. ______).

5. Certification.

The undersigned acknowledges that the Issuer, the Guarantors, the Trustee, the Registrar, and their respective counsel shall be entitled to rely upon the truth and accuracy of the foregoing certifications and agrees that if any of the certifications provided by the undersigned are no longer accurate as of the date of the proposed transfer or exchange, the undersigned shall promptly notify the Issuer, the Guarantors, and the Trustee. If the undersigned is unable to make the foregoing certifications, the undersigned shall not be permitted to consummate the proposed transfer or exchange.

The undersigned also acknowledges that the Issuer and the Trustee reserve the right to request additional certifications, legal opinions, or other evidence as they may deem necessary to ensure compliance with the restrictions on transfer set forth in the Indenture and the Securities Act.

Date: ________

________________________________________

Signature of Transferor (or Authorized Signatory)

Name: ________

Title (if applicable): ________

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE

The initial principal amount of this Global Note is $______. The following increases and decreases in the principal amount of this Global Note have been made by the Trustee or its agent in accordance with the provisions of the Indenture:

Note: The Trustee or its agent shall make notation of each increase and decrease in the principal amount of this Global Note in the table above, in accordance with the instructions set forth in the Indenture. Each entry in this Schedule shall be deemed to amend the principal amount of this Global Note as set forth on the face hereof without any further action by the Issuer, the Guarantors, or any Holder.

CUSIP No.:	891207 AA 3
ISIN:	US891207AA38
Certificate No.:	___
Original Issue Date:	___
Principal Amount:	$___ (up to $300,000,000 in the aggregate)
Redemption Period	Redemption Price (% of principal amount)
On or after April 15, 2025 and prior to April 15, 2026	104.375%
On or after April 15, 2026 and prior to April 15, 2027	102.188%
On or after April 15, 2027 and thereafter	100.000%
CUSIP No.:	891207 AA 3
ISIN:	US891207AA38
Certificate No.:	______
Principal Amount Being Transferred:	$______
Name of Transferor:	______
Address:	______
DTC Participant Account No.:	______
Name of Transferee:	______
Address:	______
DTC Participant Account No.:	______
Date of Exchange	Amount of Decrease in Principal Amount of this Global Note	Amount of Increase in Principal Amount of this Global Note	Principal Amount of this Global Note Following Such Decrease or Increase	Signature of Authorized Signatory of Trustee

EXHIBIT A-1 TO INDENTURE
[FORM OF RULE 144A GLOBAL NOTE]
TORCHLIGHT MINING CORP.
8.750% Senior Secured Notes due 2029
Rule 144A Global Note
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS [IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO], ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (C) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE TOGETHER WITH SUCH OTHER EVIDENCE OF COMPLIANCE AS MAY BE REQUIRED BY THE INDENTURE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR IT IS AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.
THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, ALSO AGREES, REPRESENTS, AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT, OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS NOTE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS NOTE IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING.
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Registered Holder: CEDE & CO. as nominee for The Depository Trust Company ("DTC")
Section 1. Promise to Pay — Principal
Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act (the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the principal sum of ___ DOLLARS ($___) (or, if different, such lesser or greater principal amount as may be indicated on the Schedule of Increases and Decreases in Global Note attached hereto as the final entry) on April 15, 2029 (the "Maturity Date"), unless earlier redeemed or repurchased in accordance with the provisions of the Indenture referred to herein. Subject to the provisions of the Indenture, the principal amount of this Global Note may be increased or decreased from time to time by adjustments made on the records of the Trustee and DTC, as applicable, in connection with transfers of interests in this Global Note to or from the corresponding Regulation S Global Note or in connection with the issuance of Additional Notes, as the case may be.
Section 2. Promise to Pay — Interest
The Issuer promises to pay interest on the principal amount of this Note at the rate of 8.750% per annum. Interest on this Note shall accrue from the Original Issue Date or, if interest has already been paid or duly provided for, from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest on this Note shall be payable semi-annually in arrears on April 15 and October 15 of each year (each, an "Interest Payment Date"), commencing on October 15, 2022.
Interest on this Note shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Such interest shall accrue from and including the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from and including the Original Issue Date, to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be.
The record dates for payment of interest on this Note shall be April 1 and October 1 (whether or not a Business Day) immediately preceding each Interest Payment Date (each, a "Record Date"). For so long as this Note is a Global Note registered in the name of DTC or its nominee, all payments of interest shall be made to DTC or its nominee as the registered Holder of this Note on the applicable Record Date.
If the Issuer defaults in the payment of interest on this Note when the same becomes due and payable, such defaulted interest shall be paid in the manner and to the extent provided in Section 2.12 of the Indenture. Defaulted interest shall accrue interest at the rate borne by this Note to the extent lawful.
Section 3. Method of Payment
Payments of principal of, premium (if any), and interest on this Note shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts ("U.S. Legal Tender").
So long as this Note is a Global Note registered in the name of DTC or its nominee, all payments of principal of, premium (if any), and interest on this Note shall be made by wire transfer of immediately available funds to the account of DTC or its nominee, in accordance with the customary procedures of DTC, the Trustee, and the Paying Agent.
The initial Paying Agent for this Note is Northern Dominion Trust Company, at its Corporate Trust Office located at 101 Barclay Street, 7th Floor, New York, New York 10286, or at such other office or agency as may be maintained by the Issuer for such purpose in accordance with the terms of the Indenture.
If any Interest Payment Date, Maturity Date, or Redemption Date falls on a day that is not a Business Day (as defined in the Indenture), the required payment of principal, premium (if any), or interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no additional interest shall accrue as a result of such delayed payment for the period from and after such Interest Payment Date, Maturity Date, or Redemption Date, as the case may be, to the date of such payment.
Section 4. Indenture; Guarantees; Security
This Note is one of a duly authorized issue of the Issuer's 8.750% Senior Secured Notes due 2029 (collectively, the "Notes"), limited in aggregate principal amount to $300,000,000 (except as otherwise provided in the Indenture with respect to Additional Notes), issued under and governed by an Indenture dated as of April 19, 2022 (as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms, the "Indenture"), among the Issuer, the Guarantors (as defined below), and Northern Dominion Trust Company, as Trustee, Paying Agent, Transfer Agent, Registrar, and Collateral Agent (in each such capacity, the "Trustee" or the "Collateral Agent," as applicable).
Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties, obligations, and immunities thereunder of the Issuer, the Guarantors, the Trustee, the Collateral Agent, and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.
The Notes are jointly and severally, unconditionally and irrevocably guaranteed on a senior secured basis by each of the following entities (each a "Guarantor" and collectively, the "Guarantors"):
(i) Wolverine Lake Mining Ltd., a corporation organized under the laws of the Province of Ontario, Canada;
(ii) Torchlight Milling & Processing Inc., a corporation organized under the laws of the Province of Ontario, Canada; and
(iii) Torchlight U.S. Holdings, Inc., a corporation organized under the laws of the State of Delaware, United States of America,
pursuant to the terms and conditions set forth in Article XI of the Indenture. Each Guarantee is endorsed on this Note in the form set forth herein.
The Notes and the Guarantees are secured by a first-priority lien (subject to Permitted Liens) on substantially all tangible and intangible assets of the Issuer and each of the Guarantors (collectively, the "Collateral"), including, without limitation, mining rights, mineral claims, surface rights, equipment, inventory, accounts receivable, intellectual property, intercompany notes, and the equity interests of the Issuer in each Guarantor subsidiary, all pursuant to and as more fully set forth in the following documents (each dated as of April 19, 2022 and each as defined in the Indenture):
(a) the Security Agreement (U.S.);
(b) the General Security Agreement (Canada); and
(c) the Collateral Agency Agreement.
The rights and obligations of the Holders with respect to the Collateral are governed by the terms and conditions of the foregoing agreements and the Indenture. The Holder of this Note, by accepting this Note, agrees to and is bound by the provisions of the Collateral Agency Agreement.
Section 5. Ranking
The Notes constitute senior secured obligations of the Issuer and shall:
(a) rank pari passu in right of payment with all existing and future senior Indebtedness of the Issuer (including, without limitation, Indebtedness under the Revolving Credit Agreement);
(b) rank senior in right of payment to all existing and future Indebtedness of the Issuer that is expressly subordinated in right of payment to the Notes;
(c) be effectively senior to all existing and future unsecured Indebtedness of the Issuer to the extent of the value of the Collateral securing the Notes and the Guarantees; and
(d) be structurally senior to all existing and future Indebtedness of any Subsidiary of the Issuer that is not a Guarantor, only to the extent of the value of the Collateral held by the Issuer and the Guarantors.
The Guarantees will have the same ranking with respect to the Indebtedness of each Guarantor as the Notes have with respect to the Indebtedness of the Issuer, as set forth above.
Section 6. Optional Redemption
(a) Make-Whole Redemption (Prior to April 15, 2025). At any time, and from time to time, prior to April 15, 2025, the Issuer may redeem the Notes, in whole or in part, at its option, upon not less than 10 nor more than 60 days' prior notice (in accordance with the procedures set forth in the Indenture), at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes to be redeemed; and
(ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on April 15, 2025 (exclusive of interest accrued to, but not including, the date of redemption), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Applicable Treasury Rate (as defined in the Indenture) plus 50 basis points,
plus, in either case, accrued and unpaid interest, if any, on the principal amount of the Notes to be redeemed to, but not including, the redemption date.
(b) Equity Clawback (Prior to April 15, 2025). At any time, and from time to time, prior to April 15, 2025, the Issuer may redeem up to 40% of the original aggregate principal amount of the Notes originally issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (as defined in the Indenture), at a redemption price equal to 108.750% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date; provided, however, that:
(i) at least 60% of the original aggregate principal amount of Notes originally issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after giving effect to each such redemption (excluding Notes held by the Issuer and its Subsidiaries); and
(ii) each such redemption shall occur within 180 days of the closing of the related Equity Offering.
(c) Fixed-Price Redemption (On or After April 15, 2025). On or after April 15, 2025, the Issuer may redeem the Notes, in whole or in part, at its option, upon not less than 10 nor more than 60 days' prior notice (in accordance with the procedures set forth in the Indenture), at the following redemption prices (expressed as a percentage of principal amount), plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Notes to be redeemed to, but not including, the redemption date, if redeemed during the twelve-month period beginning on the dates set forth below:
(d) Procedures. Any redemption pursuant to this Section 6 shall be made in accordance with the provisions of Article III of the Indenture, including, without limitation, the provisions relating to the selection of Notes for redemption, the notice of redemption, and the effect of a notice of redemption. Notice of any redemption shall be mailed or otherwise transmitted in accordance with the procedures of DTC not less than 10 nor more than 60 days prior to the applicable redemption date. In the event of a partial redemption, selection of the Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot, or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable DTC procedures).
Section 7. Change of Control
Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), each Holder of Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder's Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (the "Change of Control Payment").
Within 30 days following any Change of Control Triggering Event or, at the Issuer's option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Issuer shall mail or cause to be mailed (or otherwise transmitted in accordance with DTC's procedures) a notice to each Holder describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event, offering to repurchase Notes on the date specified in such notice (the "Change of Control Payment Date"), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, and setting forth the procedures governing the Change of Control Offer, all as more fully described in Section 4.14 of the Indenture.
Section 8. Offers to Purchase — Asset Sales
The Issuer is obligated to make an offer to purchase Notes upon the occurrence of certain Asset Sales (as defined in the Indenture) in accordance with the provisions of Section 4.10 of the Indenture, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase.
In accordance with the Indenture, the Net Proceeds (as defined in the Indenture) from any Asset Sale must be applied within 365 days from the date of receipt thereof to (i) repay senior secured Indebtedness, including the Notes, on a pro rata basis, (ii) invest in Replacement Assets (as defined in the Indenture), or (iii) a combination thereof. To the extent that any Net Proceeds from an Asset Sale are not so applied within such 365-day period (or are not committed to be applied within such period pursuant to a binding agreement), the Issuer shall be required to make an Asset Sale Offer to purchase outstanding Notes at the purchase price set forth above, in accordance with the provisions of the Indenture.
Section 9. Denominations; Transfer; Exchange
The Notes are issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
This Note is a Global Note registered in the name of DTC or a nominee thereof. Beneficial interests in this Global Note shall be represented, and transfers of such beneficial interests shall be effected, only through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC ("Participants") in accordance with DTC's customary procedures. Transfers of beneficial interests in this Global Note are subject to the applicable restrictions set forth in the Indenture and the restrictive legend set forth on the face of this Note, including, without limitation, the requirement that any such transfer must comply with the Securities Act and other applicable securities laws.
Except as provided in Section 2.06 of the Indenture, owners of beneficial interests in this Global Note shall not be entitled to have Notes registered in their names, shall not receive or be entitled to receive physical delivery of Notes in definitive certificated form, and shall not be considered the Holders thereof under the Indenture for any purpose. Under certain limited circumstances set forth in the Indenture, including, without limitation, the occurrence of certain events relating to the cessation of operations of DTC, beneficial interests in this Global Note may be exchanged for Notes in definitive certificated form.
Reference is hereby made to the Indenture for the full statement of provisions relating to the transfer and exchange of the Notes, including the certification requirements applicable to transfers of beneficial interests in this Global Note to beneficial interests in the corresponding Regulation S Global Note or to Notes in definitive certificated form.
Section 10. Persons Deemed Owners
Prior to due presentment of this Note for registration of transfer, the Issuer, the Guarantors, the Trustee, and any agent of any of them may treat the Person in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note is overdue, and neither the Issuer, the Guarantors, the Trustee, nor any such agent shall be affected by notice to the contrary. All payments made to the registered Holder of this Note shall be valid and effective to satisfy and discharge the liability of the Issuer on this Note to the extent of the sum or sums so paid.
Section 11. Defaults and Remedies
The Events of Default with respect to the Notes are set forth in Section 6.01 of the Indenture. If an Event of Default shall occur and be continuing, the principal of, premium (if any), and accrued and unpaid interest on all the Notes may be declared to be due and payable immediately, in the manner and with the effect provided in the Indenture. Upon certain Events of Default arising from certain events of bankruptcy, insolvency, or reorganization with respect to the Issuer or a Significant Subsidiary, the principal of, premium (if any), and accrued and unpaid interest on all the Notes shall become automatically due and payable without any declaration or other act on the part of the Trustee or any Holder, all as more fully set forth in Section 6.02 of the Indenture. In the event of a declaration of acceleration of the Notes because an Event of Default specified in Section 6.01(a)(iv) of the Indenture has occurred and is continuing, the declaration of acceleration may be rescinded and annulled under the conditions set forth in the Indenture.
Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may direct the time, method, and place of conducting any proceeding for exercising any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal of, premium (if any), or interest on the Notes) if and so long as the Trustee in good faith determines that withholding the notice is in the interests of the Holders. The Trustee may refuse to exercise any of its rights or powers under the Indenture unless it receives indemnity and/or security satisfactory to it against any loss, liability, or expense that might be incurred by it in connection therewith. The rights of a Holder to receive payment of principal of, premium (if any), and interest on the Notes on or after the respective due dates expressed herein or therein (subject to Section 6.06 of the Indenture) or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.
Section 12. Amendment; Supplement; Waiver
Subject to certain exceptions described in Section 9.02 of the Indenture, the Indenture, the Notes, the Guarantees, or the Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and any existing Default or Event of Default or compliance with any provision of the Indenture, the Notes, the Guarantees, or the Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then-outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).
Without the consent of each affected Holder, no amendment, supplement, or waiver may, among other things:
(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement, or waiver;
(b) reduce the principal of or change the fixed maturity of any Note or alter or waive any provision with respect to the redemption of the Notes (other than provisions relating to Asset Sale Offers and Change of Control Offers);
(c) reduce the rate of or change the time for payment of interest, including default interest, on any Note;
(d) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(e) make any Note payable in money other than U.S. Legal Tender;
(f) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on the Notes;
(g) release any Guarantor from any of its obligations under its Guarantee or the Indenture, except in accordance with the terms of the Indenture; or
(h) make any change in the preceding amendment and waiver provisions.
Without the consent of any Holder of a Note, the Issuer, the Guarantors, and the Trustee may amend or supplement the Indenture, the Notes, the Guarantees, or the Security Documents in the circumstances described in Section 9.01 of the Indenture.
Section 13. Reporting Covenants
For so long as any Notes remain outstanding, the Issuer shall provide to the Trustee and, upon request, to each Holder and to prospective purchasers of the Notes:
(a) within 90 days after the end of each fiscal year of the Issuer, annual reports containing audited consolidated financial statements of the Issuer and its Restricted Subsidiaries for the most recently completed fiscal year, prepared in accordance with IFRS (or GAAP, if applicable) as consistently applied, together with a report thereon by an independent registered public accounting firm of recognized national standing, and a "Management's Discussion and Analysis of Financial Condition and Results of Operations" section;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Issuer, quarterly reports containing unaudited condensed consolidated financial statements of the Issuer and its Restricted Subsidiaries for the most recently completed fiscal quarter, together with a "Management's Discussion and Analysis of Financial Condition and Results of Operations" section,
all in accordance with and subject to the terms and conditions set forth in Section 4.03 of the Indenture.
Section 14. Restrictive Covenants
The Indenture contains covenants that limit the ability of the Issuer and its Restricted Subsidiaries to, among other things:
(a) incur additional Indebtedness or issue preferred stock, subject to an incurrence-based Consolidated Leverage Ratio test not to exceed 3.75:1.00 and subject to the Permitted Indebtedness exceptions set forth in the Indenture;
(b) make Restricted Payments (including dividends and distributions on, and redemptions of, Capital Stock and investments), subject to a cumulative basket commencing at $25,000,000 and a pro forma Consolidated Leverage Ratio test of 3.00:1.00 or less;
(c) sell, lease, transfer, or otherwise dispose of assets;
(d) create or suffer to exist Liens (negative pledge), subject to the exceptions for Permitted Liens set forth in the Indenture;
(e) enter into certain transactions with Affiliates;
(f) make certain dividend and other payment restrictions affecting Restricted Subsidiaries;
(g) designate Subsidiaries as Unrestricted Subsidiaries; and
(h) consolidate, merge, or sell all or substantially all of the Issuer's assets.
These covenants are subject to a number of important exceptions and qualifications that are described in the Indenture. Holders should refer to the Indenture for the complete text of such covenants and the related definitions of defined terms used therein.
Section 15. Trustee, Paying Agent, Transfer Agent, and Registrar
Northern Dominion Trust Company, at its Corporate Trust Office located at 101 Barclay Street, 7th Floor, New York, New York 10286, initially acts as Trustee, Paying Agent, Transfer Agent, and Registrar with respect to the Notes. The Issuer may change any Paying Agent, Transfer Agent, or Registrar without prior notice to any Holder. The Issuer or any of its Subsidiaries may act in any such capacity; provided, however, that the Issuer shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and the Indenture may be served.
Section 16. Collateral Agent
Northern Dominion Trust Company initially acts as Collateral Agent under the Collateral Agency Agreement dated as of April 19, 2022 (as amended, supplemented, or otherwise modified from time to time, the "Collateral Agency Agreement"), among the Issuer, the Guarantors, the Trustee, and the Collateral Agent.
The Collateral Agent shall hold the Collateral for the benefit of the Holders and shall exercise its rights, powers, and duties under the Collateral Agency Agreement, the Security Agreement (U.S.), and the General Security Agreement (Canada) in accordance with the terms thereof. The duties, rights, protections, immunities, and limitations of liability of the Collateral Agent are set forth in the Collateral Agency Agreement. By accepting this Note, the Holder hereof agrees to the terms of the Collateral Agency Agreement, including, without limitation, the provisions regarding the duties, standard of care, liability, and indemnification of the Collateral Agent.
Section 17. Governing Law
THIS NOTE, AND ANY CLAIM, CONTROVERSY, OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
Section 18. CUSIP and ISIN Numbers
The Issuer has caused CUSIP and ISIN numbers to be printed on the Notes for convenience of reference by the Holders. The following numbers have been assigned to this Note:
CUSIP: 891207 AA 3
ISIN: US891207AA38
No representation is made as to the accuracy of such numbers as printed on the Notes, and reliance may be placed only on the other identification numbers printed hereon. Any redemption notice or notice of exchange may also contain a statement that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes.
Section 19. Authentication
This Note shall not be valid or obligatory for any purpose until the Certificate of Authentication hereon has been duly executed by manual or facsimile signature of the Trustee, Northern Dominion Trust Company, or its duly authorized agent. Such authentication shall be conclusive evidence, and the only evidence, that this Note has been duly authenticated and delivered under the Indenture.
Section 20. Abbreviations and Definitions
Customary abbreviations may be used in the name of a Holder of this Note or an assignee, such as:
TEN COM = as tenants in common
TEN ENT = as tenants by the entireties
JT TEN = as joint tenants with right of survivorship and not as tenants in common
CUST = as Custodian
U/G/M/A = as Custodian under the Uniform Gifts to Minors Act or Uniform Transfers to Minors Act of the State of ___
Additional abbreviations may also be used though not listed above. All terms used in this Note that are defined in the Indenture and not otherwise defined herein shall have the respective meanings assigned to them in the Indenture.
Section 21. Additional Rights of Holders of Transfer Restricted Securities
The Holder of this Note is entitled to the benefits of the Registration Rights Agreement dated as of April 19, 2022 (as amended, supplemented, or otherwise modified from time to time, the "Registration Rights Agreement"), among the Issuer, the Guarantors, and the Initial Purchasers named therein, namely:
(a) Kelvantis Capital Markets LLC;
(b) Prestige Barrington & Co., Inc.; and
(c) Halcyon Securities Inc.
Pursuant to the Registration Rights Agreement, the Issuer has agreed, for the benefit of the Holders, that it will (i) file with the Securities and Exchange Commission (the "SEC") a registration statement on an appropriate form (the "Exchange Offer Registration Statement") with respect to an offer to exchange the Notes for a new series of notes registered under the Securities Act with terms substantially identical in all material respects to those of the Notes (except that such new notes shall not contain terms with respect to transfer restrictions, registration rights, or additional interest provisions) (the "Exchange Offer"), or, if required under the circumstances described in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement"), (ii) use commercially reasonable efforts to cause such registration statement to become effective, and (iii) consummate the Exchange Offer or have the Shelf Registration Statement declared effective, in each case, within 365 days after the Original Issue Date (the "Registration Deadline"), which Registration Deadline is April 19, 2023.
In the event that the Issuer fails to satisfy its registration obligations under the Registration Rights Agreement by the Registration Deadline, additional interest ("Additional Interest") shall accrue on this Note at a rate and in a manner specified in the Registration Rights Agreement from and including the date on which any such registration default occurs to, but not including, the date on which all such registration defaults have been cured. All other terms and conditions of the Registration Rights Agreement are incorporated herein by this reference, and the Holder of this Note is bound by, and entitled to the benefits of, the Registration Rights Agreement.
[SIGNATURE PAGE — ISSUER]
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed as of the date set forth below.
TORCHLIGHT MINING CORP.
By: ________
Name: ________
Title: ________
CERTIFICATE OF AUTHENTICATION
This is one of the 8.750% Senior Secured Notes due 2029 referred to in the within-mentioned Indenture dated as of April 19, 2022.
NORTHERN DOMINION TRUST COMPANY, as Trustee
By: ________
Authorized Signatory
Date of Authentication: ________
GUARANTEE ENDORSEMENT
For value received, each of the undersigned Guarantors (each, a "Guarantor") hereby jointly and severally, unconditionally and irrevocably guarantees, on a senior secured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes, or the obligations of the Issuer thereunder:
(a) the full and prompt payment when due, whether at maturity, by acceleration, by redemption, or otherwise, of the principal of, premium (if any), and interest on this Note (including any Additional Interest, if applicable) and all other monetary obligations of the Issuer under the Indenture and the Notes, including fees, indemnities, costs, and expenses (including, without limitation, all fees and disbursements of counsel), whether or not such obligations are allowed or disallowed in any bankruptcy, insolvency, or similar proceeding (collectively, the "Guaranteed Obligations"); and
(b) in case of any extension of time of payment or renewal of any Note or any of the Guaranteed Obligations, the full and prompt payment thereof when due in accordance with the terms of such extension or renewal, whether at stated maturity, by acceleration, or otherwise,
all in accordance with, and subject to the terms, conditions, and limitations set forth in, Article XI of the Indenture.
Each Guarantor agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity, or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Each Guarantor hereby waives and relinquishes, to the fullest extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice, and all demands whatsoever, and covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in this Note and the Indenture.
If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, to any Guarantor, or to any custodian, trustee, liquidator, or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by the Issuer or any Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction, or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Guarantee.
This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York.
WOLVERINE LAKE MINING LTD.
By: ________
Name: ________
Title: ________
TORCHLIGHT MILLING & PROCESSING INC.
By: ________
Name: ________
Title: ________
TORCHLIGHT U.S. HOLDINGS, INC.
By: ________
Name: ________
Title: ________
ASSIGNMENT FORM (Reverse of Note)
To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to:
________________________________________
(Insert Assignee's Legal Name)
________________________________________
(Insert Assignee's Social Security or Tax Identification Number)
________________________________________
________________________________________
(Insert Assignee's Address, Including Zip Code)
and irrevocably appoint ________ as agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him or her.
Date: ________
Your Signature: ________
(Sign exactly as your name appears on the face of this Note)
Signature Guarantee*: ________
*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).
CERTIFICATE TO BE DELIVERED UPON TRANSFER OR EXCHANGE (Required Under the Indenture)
The undersigned hereby certifies, in connection with a proposed transfer or exchange of the beneficial interest in the Note described below, as follows:
1. Note Information:
2. Transferor Information:
3. Transferee Information:
4. Type of Transfer (check one):
(a) Rule 144A Transfer. The undersigned certifies that the transfer is being made to a Person whom the transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, purchasing for its own account or for the account of a qualified institutional buyer, in a transaction meeting the requirements of Rule 144A, and the transferee has been informed that the transfer is being made in reliance on Rule 144A.
(b) Regulation S Transfer. The undersigned certifies that the transfer is being made in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act. If the transfer is being made during the 40-day distribution compliance period (as defined in Regulation S), the undersigned further certifies that the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) and that, if applicable, the distribution compliance period has not expired with respect to such beneficial interest.
(c) Rule 144 Transfer. The undersigned certifies that the transfer is being made pursuant to Rule 144 under the Securities Act. The undersigned further certifies that the conditions to such transfer set forth in Rule 144 have been satisfied and that the undersigned has complied with, or will comply with, the applicable filing requirements of Rule 144.
(d) Registered Transfer. The undersigned certifies that the transfer is being made pursuant to an effective registration statement under the Securities Act (Registration Statement No. ______).
5. Certification.
The undersigned acknowledges that the Issuer, the Guarantors, the Trustee, the Registrar, and their respective counsel shall be entitled to rely upon the truth and accuracy of the foregoing certifications and agrees that if any of the certifications provided by the undersigned are no longer accurate as of the date of the proposed transfer or exchange, the undersigned shall promptly notify the Issuer, the Guarantors, and the Trustee. If the undersigned is unable to make the foregoing certifications, the undersigned shall not be permitted to consummate the proposed transfer or exchange.
The undersigned also acknowledges that the Issuer and the Trustee reserve the right to request additional certifications, legal opinions, or other evidence as they may deem necessary to ensure compliance with the restrictions on transfer set forth in the Indenture and the Securities Act.
Date: ________
________________________________________
Signature of Transferor (or Authorized Signatory)
Name: ________
Title (if applicable): ________
SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE
The initial principal amount of this Global Note is $______. The following increases and decreases in the principal amount of this Global Note have been made by the Trustee or its agent in accordance with the provisions of the Indenture:
Note: The Trustee or its agent shall make notation of each increase and decrease in the principal amount of this Global Note in the table above, in accordance with the instructions set forth in the Indenture. Each entry in this Schedule shall be deemed to amend the principal amount of this Global Note as set forth on the face hereof without any further action by the Issuer, the Guarantors, or any Holder.
CUSIP No.: | 891207 AA 3
ISIN: | US891207AA38
Certificate No.: | ___
Original Issue Date: | ___
Principal Amount: | $___ (up to $300,000,000 in the aggregate)
Redemption Period | Redemption Price (% of principal amount)
On or after April 15, 2025 and prior to April 15, 2026 | 104.375%
On or after April 15, 2026 and prior to April 15, 2027 | 102.188%
On or after April 15, 2027 and thereafter | 100.000%
CUSIP No.: | 891207 AA 3
ISIN: | US891207AA38
Certificate No.: | ______
Principal Amount Being Transferred: | $______
Name of Transferor: | ______
Address: | ______
DTC Participant Account No.: | ______
Name of Transferee: | ______
Address: | ______
DTC Participant Account No.: | ______
Date of Exchange | Amount of Decrease in Principal Amount of this Global Note | Amount of Increase in Principal Amount of this Global Note | Principal Amount of this Global Note Following Such Decrease or Increase | Signature of Authorized Signatory of Trustee

EXHIBIT A-1 TO INDENTURE

TORCHLIGHT MINING CORP.

CUSIP: 891207 AA 3

ISIN: US891207AA38

TORCHLIGHT MINING CORP.

CERTIFICATE OF AUTHENTICATION

GUARANTEE ENDORSEMENT

WOLVERINE LAKE MINING LTD.

TORCHLIGHT MILLING & PROCESSING INC.

TORCHLIGHT U.S. HOLDINGS, INC.

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE

Record

Parties

Dates

Amounts