1039-00002 · Torchlight Mining Corp · Transaction Documents

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INDENTURE

Dated as of April 19, 2022

among

TORCHLIGHT MINING CORP. a corporation incorporated under the Canada Business Corporations Act, as Issuer,

WOLVERINE LAKE MINING LTD. an Ontario corporation, as Guarantor,

TORCHLIGHT MILLING & PROCESSING INC. an Ontario corporation, as Guarantor,

TORCHLIGHT U.S. HOLDINGS, INC. a Delaware corporation, as Guarantor,

and

NORTHERN DOMINION TRUST COMPANY a national banking association, as Trustee, Paying Agent, Transfer Agent, Registrar, and Collateral Agent

$300,000,000 Aggregate Principal Amount 8.750% Senior Secured Notes due 2029

Governing Law: State of New York

CUSIP (144A): 891207 AA 3 CUSIP (Reg S): C89120 AA 5 ISIN (144A): US891207AA38 ISIN (Reg S): USC89120AA58

RECITALS

WHEREAS, Torchlight Mining Corp. (the "Issuer"), a corporation duly incorporated and existing under the Canada Business Corporations Act ("CBCA"), with its principal executive offices and headquarters located at 2200 – 400 Burrard Street, Vancouver, British Columbia V6C 3A6, Canada, and its registered office at 1600 – 925 West Georgia Street, Vancouver, British Columbia V6C 3L2, Canada, has duly authorized the creation and issuance of Three Hundred Million United States Dollars ($300,000,000) in aggregate principal amount of its 8.750% Senior Secured Notes due 2029 (the "Notes"), to be issued pursuant to this Indenture;

WHEREAS, each of (i) Wolverine Lake Mining Ltd., an Ontario corporation with its registered office at 44 Lakeshore Boulevard, Wolverine Lake, Ontario P0L 1R0, Canada ("Wolverine Lake"), (ii) Torchlight Milling & Processing Inc., an Ontario corporation with its registered office at 44 Lakeshore Boulevard, Wolverine Lake, Ontario P0L 1R0, Canada ("Torchlight Milling"), and (iii) Torchlight U.S. Holdings, Inc., a Delaware corporation with its registered office at 1209 Orange Street, Wilmington, Delaware 19801, United States (EIN: 84-3921057) ("Torchlight U.S." and, together with Wolverine Lake and Torchlight Milling, the "Guarantors"), has agreed to guarantee the Issuer's obligations under the Notes and this Indenture on a joint and several, senior secured basis, all as more fully set forth herein;

WHEREAS, Northern Dominion Trust Company, a national banking association organized and existing under the laws of the United States of America, with its Corporate Trust Office at 101 Barclay Street, 7th Floor, New York, New York 10286, has agreed to act as Trustee, Paying Agent, Transfer Agent, Registrar, and Collateral Agent under this Indenture, the Notes, the Guarantees, and the Security Documents, upon the terms and conditions hereinafter set forth;

WHEREAS, the Notes are being offered and sold in reliance upon exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to (a) Rule 144A under the Securities Act to persons reasonably believed to be qualified institutional buyers, and (b) Regulation S under the Securities Act to non-U.S. persons in offshore transactions, in each case as further described in the Purchase Agreement dated March 29, 2022 among the Issuer, the Guarantors, and the Initial Purchasers named therein;

WHEREAS, the net proceeds from the sale of the Notes are intended to be used for (a) the funding of the Phase II expansion of the Wolverine Lake nickel-copper mine located in northern Ontario, Canada, (b) the repayment in full and termination of the Issuer's revolving credit facility with Ridgeline Bank of Canada, (c) the payment of transaction fees and expenses incurred in connection with the offering and sale of the Notes, and (d) general corporate purposes;

WHEREAS, each of the Issuer and the Guarantors has duly authorized the execution and delivery of this Indenture, and all things necessary to make the Notes, when executed by the Issuer and authenticated and delivered by the Trustee hereunder and duly issued by the Issuer, the valid, binding, and legal obligations of the Issuer, and to make this Indenture a valid and binding agreement of the Issuer and the Guarantors, in accordance with their and its terms, have been done;

NOW, THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth the terms and conditions upon which the Notes are, and are to be, authenticated, issued, and delivered, and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer and each Guarantor hereby grant, bargain, sell, convey, transfer, assign, pledge, and confirm to the Trustee, as Collateral Agent for the benefit of the Holders of the Notes, all of its right, title, and interest in, to, and under the Collateral described in the Security Documents, and the Issuer, the Guarantors, and the Trustee each hereby covenant and agree, for the equal and proportionate benefit of the respective Holders from time to time of the Notes, as follows:

ARTICLE 1 — DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 — Definitions

The following terms shall have the meanings set forth below for all purposes of this Indenture. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act" or "TIA"), either directly or by reference therein, or that are defined in Article 8 or Article 9 of the Uniform Commercial Code of the State of New York, shall have the meanings assigned to them therein, unless otherwise defined herein:

"Accounts" means all accounts receivable of the Issuer and the Guarantors, whether now owned or hereafter acquired, and all proceeds thereof, including all rights to payment for goods sold, leased, or licensed, services rendered, or money lent, whether or not earned by performance, and all related rights, including contract rights, security interests, liens, and guarantees.

"Additional Interest" means any additional interest that may become payable pursuant to the Registration Rights Agreement as a result of the failure by the Issuer to comply with its registration obligations thereunder, including the failure to consummate a registered exchange offer or to file and cause to become effective a shelf registration statement within the time periods specified therein.

"Additional Notes" means any additional 8.750% Senior Secured Notes due 2029 that may be issued from time to time under this Indenture in compliance with Section 2.14 and the covenants contained herein, which Additional Notes shall be treated as a single class with the Notes initially issued hereunder for all purposes of this Indenture, including with respect to voting, consent, redemption, and offers to purchase.

"Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by," and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement, or otherwise.

"Agent" means the Trustee, the Paying Agent, the Transfer Agent, the Registrar, and the Collateral Agent, individually and collectively, as the context may require, each in its capacity as such under this Indenture and the Security Documents.

"Applicable Premium" means, with respect to any Note on any date of redemption prior to April 15, 2025, the greater of (a) 1.00% of the then outstanding principal amount of such Note and (b) the excess, if any, of (i) the present value at such date of redemption of (A) the redemption price of such Note at April 15, 2025 (as set forth in Section 3.07 hereof, without regard to any accrued and unpaid interest), plus (B) all required interest payments that would be due on such Note through April 15, 2025 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Applicable Treasury Rate as of such date of redemption plus 50 basis points, over (ii) the then outstanding principal amount of such Note. Calculation of the Applicable Premium shall be made by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate, and the Trustee shall have no duty or obligation to verify or recalculate such Applicable Premium.

"Applicable Treasury Rate" means, with respect to any date of redemption, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (or any successor publication that is published by the Board of Governors of the Federal Reserve System) that has become publicly available at least two Business Days prior to such date of redemption (or, if such Statistical Release is no longer published, any publicly available source of similar market data selected by the Issuer in good faith)) most nearly equal to the period from the date of redemption to April 15, 2025; provided, however, that if the period from the date of redemption to April 15, 2025 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the date of redemption to April 15, 2025 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. The Applicable Treasury Rate shall be determined as of the third Business Day preceding the applicable date of redemption.

"Asset Sale" means (a) the sale, lease, conveyance, transfer, or other disposition (including by way of merger, consolidation, or similar transaction) of any assets or property of the Issuer or any Restricted Subsidiary (each referred to in this definition as a "disposition"), or (b) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with the covenant described under Section 4.06), in each case, other than (i) a disposition of inventory, supplies, or by-products in the ordinary course of business, (ii) a disposition of obsolete, damaged, or worn-out equipment or other assets that are no longer useful in the business of the Issuer or any Restricted Subsidiary, (iii) dispositions among the Issuer and one or more Restricted Subsidiaries or among Restricted Subsidiaries, (iv) the grant of Liens permitted under Section 4.09, (v) the disposition of cash or Cash Equivalents, (vi) dispositions in connection with Permitted Liens, (vii) dispositions of assets with a fair market value not exceeding $5,000,000 in any single transaction or series of related transactions, (viii) the surrender or waiver of contract rights or the settlement, release, or surrender of contract, tort, or other claims of any kind, and (ix) the sale, transfer, or other disposition of receivables in connection with the compromise, settlement, or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements.

"Board of Directors" means the board of directors of the Issuer (Torchlight Mining Corp.) or any duly authorized committee thereof.

"Board Resolution" means a resolution duly adopted by the Board of Directors of the Issuer, a copy of which, certified by the Corporate Secretary or an Assistant Corporate Secretary of the Issuer to be in full force and effect on the date of such certification, has been delivered to the Trustee.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York, United States, or Toronto, Ontario, Canada are authorized or required by law, regulation, or executive order to close.

"Canadian General Security Agreement" means the General Security Agreement, dated as of April 19, 2022, among Torchlight Mining Corp., Wolverine Lake Mining Ltd., and Torchlight Milling & Processing Inc., each as grantor, and Northern Dominion Trust Company, as Collateral Agent, as such agreement may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.

"Capital Lease Obligations" means, with respect to any Person, any obligation of such Person as lessee under a lease of property that would be capitalized on the balance sheet of such Person prepared in accordance with GAAP, and the amount of such obligation at any date shall be the capitalized amount thereof at such date, determined in accordance with GAAP.

"Capital Stock" means, with respect to any Person, all shares, interests, participations, or other equivalents (however designated, whether voting or nonvoting) of corporate stock or other equity interests in such Person, including partnership interests (whether general or limited), limited liability company interests, membership interests, or any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, and all warrants, options, and other rights to purchase or otherwise acquire any of the foregoing, but excluding any debt securities convertible into or exchangeable for such equity interests.

"Cash Equivalents" means (a) United States dollars, Canadian dollars, or, in the case of any Restricted Subsidiary organized under the laws of any other jurisdiction, such local currency held by it from time to time in the ordinary course of business, (b) direct obligations of, or obligations guaranteed by, the United States of America, the Government of Canada, or any agency or instrumentality thereof, in each case maturing within one year from the date of acquisition thereof, (c) deposits with, or certificates of deposit issued by, any bank or trust company organized under the laws of the United States of America, any state thereof, or Canada or any province thereof, having combined capital and surplus of at least $500,000,000 and a long-term debt rating of at least A3 by Moody's or A- by S&P, in each case maturing within one year from the date of acquisition thereof, (d) repurchase agreements for underlying securities of the types described in clause (b) above entered into with any financial institution meeting the qualifications specified in clause (c) above, (e) commercial paper issued by a corporation having a rating of at least P-1 by Moody's or at least A-1 by S&P, maturing within 270 days from the date of acquisition thereof, and (f) money market fund investments substantially all of whose assets comprise securities of the types described in clauses (a) through (e) above.

"Change of Control" means the occurrence of one or more of the following events: (a) the direct or indirect sale, transfer, conveyance, or other disposition (other than by way of merger, consolidation, or similar transaction), in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any "person" or "group" (as those terms are used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) other than a Permitted Holder; (b) the consummation of any transaction (including any merger, consolidation, or similar transaction) the result of which is that any "person" or "group" (as defined above), other than a Permitted Holder, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Issuer (or its successor), measured by voting power rather than number of shares; or (c) the first day on which a majority of the members of the Board of Directors of the Issuer are not Continuing Directors.

"Ashgrove Enterprises" means Westmark & Co., or any successor securities clearing agency.

"Closing Date" means April 19, 2022.

"Collateral" means all assets and property subject to the Liens granted under the Security Documents, which includes substantially all tangible and intangible assets of the Issuer and the Guarantors, including, without limitation, (a) all mining rights, mineral claims, surface rights, and mineral tenures at and relating to the Wolverine Lake property, including Ontario Mining Claim Nos. WL-4492-01 through WL-4492-47, inclusive, (b) all surface rights at the Wolverine Lake property comprising approximately 12,400 hectares, (c) all equipment, machinery, vehicles, fixtures, and other tangible personal property, (d) all inventory, (e) all accounts receivable, (f) all intellectual property, including patents, trademarks, trade names, copyrights, and trade secrets, (g) all intercompany notes and receivables, (h) all Equity Interests in each Guarantor subsidiary, and (i) all proceeds and products of the foregoing; provided that "Collateral" shall not include any Excluded Assets (as defined in the applicable Security Document).

"Collateral Agency Agreement" means the Collateral Agency Agreement, dated as of April 19, 2022, among the Issuer, the Guarantors, the Trustee, and Northern Dominion Trust Company, as Collateral Agent, as such agreement may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.

"Consolidated EBITDA" means, for any period, the Consolidated Net Income of the Issuer and its Restricted Subsidiaries for such period, plus the following to the extent deducted in calculating such Consolidated Net Income: (a) Consolidated Interest Expense, (b) income tax expense (including mining taxes), (c) depreciation expense, (d) amortization expense (including amortization of deferred financing costs), (e) depletion expense related to mining properties, (f) non-cash charges or losses (excluding any non-cash charge that represents an accrual of or a reserve for cash charges in any future period), (g) exploration and evaluation expenses that are expensed in accordance with GAAP, and (h) extraordinary, non-recurring, or unusual losses or charges (including mine closure costs, restructuring charges, and transaction fees and expenses incurred in connection with the issuance of the Notes), minus (i) non-cash gains or items of income (excluding any non-cash item of income to the extent it represents the reversal of an accrual of or a reserve for a potential cash item that reduced Consolidated EBITDA in any prior period), and (j) extraordinary, non-recurring, or unusual gains, in each case, determined on a consolidated basis in accordance with GAAP.

"Consolidated Interest Expense" means, for any period, the aggregate amount of interest expense in respect of Indebtedness (including amortization of original issue discount and non-cash interest expenses, the interest component of Capital Lease Obligations, and net payments, if any, under interest rate Hedging Obligations but excluding Additional Interest and amortization of deferred financing costs) of the Issuer and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

"Consolidated Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended period of four consecutive fiscal quarters for which internal financial statements are available, determined on a pro forma basis giving effect to (i) any Indebtedness incurred, repaid, retired, or redeemed since the beginning of such period as if such incurrence, repayment, retirement, or redemption had occurred on the first day of such period, (ii) any Asset Sale or acquisition since the beginning of such period as if such Asset Sale or acquisition had occurred on the first day of such period, and (iii) the discontinuation of any operations since the beginning of such period as if such discontinuation had occurred on the first day of such period.

"Consolidated Net Income" means, for any period, the net income (or net loss) of the Issuer and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, excluding (a) the net income (or net loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting, except to the extent of the amount of dividends or distributions actually paid in cash to the Issuer or a Restricted Subsidiary during such period, (b) the net income (or net loss) of any Person accrued prior to the date on which it becomes a Restricted Subsidiary or is merged into or consolidated with the Issuer or any Restricted Subsidiary, (c) the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not permitted by the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to such Restricted Subsidiary, (d) any gain or loss realized upon the sale or other disposition of any asset or the extinguishment of any Indebtedness of the Issuer or any Restricted Subsidiary that is not sold or otherwise disposed of or extinguished in the ordinary course of business, and (e) the cumulative effect of a change in accounting principles.

"Consolidated Total Debt" means, as of any date of determination, the aggregate amount of all Indebtedness of the Issuer and the Restricted Subsidiaries that would appear on a consolidated balance sheet of the Issuer and the Restricted Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP (but excluding intercompany Indebtedness and letters of credit that are undrawn), plus the aggregate principal amount of all Indebtedness of Unrestricted Subsidiaries that is guaranteed by the Issuer or any Restricted Subsidiary.

"Continuing Director" means, as of any date of determination, any member of the Board of Directors who (a) was a member of the Board of Directors on the Issue Date, or (b) was nominated for election, elected, or appointed to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination, election, or appointment (either by a specific vote or by approval of the Issuer's proxy statement in which such member was named as a nominee for election as a director).

"Corporate Trust Office" means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office at the date of this Indenture is located at 101 Barclay Street, 7th Floor, New York, New York 10286.

"Credit Facility" means one or more debt facilities, including any revolving credit facility, term loan facility, or commercial paper facility, with banks, investment banks, or other institutional lenders or investors providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, bankers' acceptances, or issuances of notes, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise), restructured, supplemented, or refinanced in whole or in part from time to time.

"Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

"DTC" means The Depository Trust Company, a New York corporation, and its successors and assigns.

"Equity Interests" means Capital Stock and all warrants, options, or other rights to purchase, subscribe for, or otherwise acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

"Equity Offering" means a public offering or private placement (other than a registration on Form S-8 or its equivalent under applicable Canadian securities laws) of Equity Interests of the Issuer (other than Disqualified Stock) that results in Net Cash Proceeds to the Issuer.

"Thackeray Partners LLC" means Stonefield Industries, as operator of the Thackeray Partners LLC System, or any successor securities clearing agency.

"Event of Default" has the meaning set forth in Section 6.01.

"Exchange Notes" means the notes to be issued by the Issuer pursuant to the Registration Rights Agreement in connection with a registered exchange offer in exchange for the Notes.

"Excluded Assets" means those assets identified as "Excluded Assets" in the applicable Security Document, which shall include, in each case, only those assets as to which the Trustee and the Collateral Agent shall have agreed, in their reasonable discretion, that the cost of obtaining a security interest therein is excessive in relation to the benefit to be obtained therefrom.

"Fiscal Year" means the fiscal year of the Issuer, which ends on December 31 of each calendar year.

"GAAP" means International Financial Reporting Standards as adopted in Canada ("IFRS"), as in effect from time to time, applied on a consistent basis throughout the periods indicated and consistent with the prior financial practice of the Issuer and its Restricted Subsidiaries; provided that, at the election of the Issuer, changes in IFRS adopted after the Issue Date that would affect the determination of compliance with any provision of this Indenture will not be given effect until such time as the Issuer makes such election.

"Global Note" means a Rule 144A Global Note or a Regulation S Global Note, as applicable, in each case substantially in the form attached hereto as Exhibit A-1 or Exhibit A-2, respectively.

"Guarantee" means the joint and several senior secured guarantee by each Guarantor of the Issuer's Obligations under this Indenture and the Notes, as set forth in Article 10 hereof.

"Guarantor" means each of Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., and Torchlight U.S. Holdings, Inc., and any future Restricted Subsidiary of the Issuer that becomes a guarantor of the Obligations pursuant to Section 4.13 and Article 10 of this Indenture, in each case, until such time as such entity is released from its Guarantee in accordance with the terms hereof.

"Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under (a) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements, and interest rate collar agreements, (b) foreign exchange contracts and currency swap agreements, and (c) commodity futures contracts, commodity options, commodity swaps, and other commodity price hedging arrangements, in each case, entered into in the ordinary course of business to protect against fluctuations in interest rates, currency exchange rates, and commodity prices, and not for speculative purposes.

"Holder" or "Noteholder" means a Person in whose name a Note is registered on the books of the Registrar.

"Indebtedness" means, with respect to any specified Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (e) all Capital Lease Obligations of such Person, (f) all Indebtedness of others secured by a Lien on any asset or property of such Person, whether or not such Indebtedness is assumed by such Person, (g) all Indebtedness of others guaranteed by such Person to the extent of such guarantee, (h) all obligations of such Person under Hedging Obligations (valued at the termination value thereof), (i) all obligations of such Person as an account party or applicant in respect of letters of credit, bankers' acceptances, bank guarantees, and surety bonds, and (j) all obligations of such Person in respect of Disqualified Stock, valued at the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, plus accrued dividends. The amount of any Indebtedness at any date shall be (A) the outstanding balance at such date of all unconditional obligations as described above, (B) the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligation as described above at such date, and (C) in the case of Indebtedness of others secured by a Lien on any asset or property of such Person but not assumed by such Person, the lesser of the fair market value of such asset or property and the amount of such Indebtedness.

"Indenture" means this Indenture, as originally executed and as it may from time to time be supplemented or amended by one or more supplemental indentures entered into in accordance with the terms hereof.

"Initial Purchasers" means Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc., in their respective capacities as initial purchasers of the Notes under the Purchase Agreement.

"Interest Payment Date" means April 15 and October 15 of each year, commencing on October 15, 2022.

"Investment" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans, advances, or capital contributions (excluding accounts receivable, trade credit, and advances to customers and suppliers in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests, or other securities, and all other items that would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP.

"Issue Date" means April 19, 2022.

"Issuer" means Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act, and its successors and assigns.

"Lien" means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, charge, assignment, deposit arrangement, or other similar lien or preferential arrangement on or with respect to property or assets of any kind (including any conditional sale agreement, capital lease, or other title retention agreement relating to such property or assets), and any filing of any financing statement under the Uniform Commercial Code or the Personal Property Security Act (Ontario) or comparable law of any jurisdiction as debtor.

"Maturity Date" means April 15, 2029.

"Net Cash Proceeds" means, (a) with respect to any Asset Sale, the aggregate cash proceeds and Cash Equivalents received by the Issuer or any Restricted Subsidiary in connection with such Asset Sale (including any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (i) the direct costs relating to such Asset Sale, including legal, accounting, and investment banking fees, and brokerage and sales commissions, (ii) any relocation expenses incurred as a result thereof, (iii) taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (iv) amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale that is senior to the Lien of the Security Documents, and (v) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, and (b) with respect to any Equity Offering, the aggregate cash proceeds received by the Issuer from such Equity Offering, net of all direct costs incurred in connection therewith, including underwriting discounts and commissions, legal, accounting, and other professional fees, and other reasonable and customary transaction costs.

"Net Proceeds" means, with respect to any Asset Sale, the Net Cash Proceeds from such Asset Sale.

"Notes" means the 8.750% Senior Secured Notes due 2029 of the Issuer, in the initial aggregate principal amount of $300,000,000, issued under this Indenture, and any Additional Notes, in each case, as amended or supplemented from time to time, treated as a single class for all purposes hereunder.

"Obligations" means all obligations of the Issuer and the Guarantors under the Notes, the Guarantees, this Indenture, the Security Documents, and the Collateral Agency Agreement, including obligations to pay principal, premium (if any), interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding), penalties, fees, indemnifications, reimbursements, damages, and other liabilities payable under the documentation governing such Indebtedness.

"Officer" means the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer, the General Counsel, or the Corporate Secretary of the applicable Person.

"Officer's Certificate" means a certificate signed by an Officer of the Issuer or the applicable Guarantor, as the case may be, that meets the requirements of Section 4.02 and Section 13.03 hereof.

"Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee, which opinion may be subject to customary assumptions, qualifications, and exceptions and shall be in form and substance reasonably satisfactory to the Trustee.

"Paying Agent" means Northern Dominion Trust Company, in its capacity as paying agent hereunder, or any successor paying agent appointed in accordance with this Indenture.

"Permitted Holder" means Magnus Thornberg and his Affiliates (including any trust established for the benefit of Magnus Thornberg or his immediate family members) and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended) of which any of the foregoing are members; provided that, in the case of such group, without giving effect to the existence of such group or any other group, such Persons described in this definition, collectively, beneficially own, directly or indirectly, Voting Stock representing a majority of the total voting power of the Voting Stock of the Issuer held by such group.

"Permitted Indebtedness" means, without duplication, each of the following: (a) Indebtedness of the Issuer and the Guarantors under the Notes and the Guarantees (including any Additional Notes), (b) Indebtedness of the Issuer and the Restricted Subsidiaries outstanding on the Issue Date (other than the Notes), as set forth on Schedule 4.06 attached hereto, (c) intercompany Indebtedness between or among the Issuer and any Restricted Subsidiary or between or among Restricted Subsidiaries; provided that if the Issuer or any Guarantor is the obligor on such intercompany Indebtedness and the holder of such Indebtedness is not the Issuer or a Guarantor, such intercompany Indebtedness shall be unsecured and subordinated in right of payment to the Obligations, (d) Indebtedness under one or more Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed the greater of (i) $75,000,000 and (ii) the Borrowing Base Amount (as defined in any such Credit Facility agreement), (e) purchase money Indebtedness and Capital Lease Obligations incurred by the Issuer or any Restricted Subsidiary to finance the acquisition, construction, improvement, or development of real or personal property (including mining equipment) used in the business of the Issuer or such Restricted Subsidiary in an aggregate principal amount at any time outstanding not to exceed $40,000,000, (f) Indebtedness consisting of Guarantees of Indebtedness of the Issuer or any Restricted Subsidiary that is otherwise permitted under this Indenture, (g) Hedging Obligations of the Issuer or any Restricted Subsidiary incurred in the ordinary course of business, including commodity hedging arrangements relating to nickel, copper, and precious metals production, (h) Indebtedness of the Issuer or any Restricted Subsidiary arising from letters of credit, surety bonds, performance bonds, workers' compensation obligations, reclamation and mine closure bonds, and similar obligations incurred in the ordinary course of business, (i) Indebtedness representing deferred compensation to employees of the Issuer or any Restricted Subsidiary incurred in the ordinary course of business, (j) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Consolidated Leverage Ratio test or pursuant to clauses (a), (b), or (e) of this definition, (k) Indebtedness in an aggregate principal amount at any one time outstanding not to exceed $30,000,000 (the "general basket"), and (l) Indebtedness of the Issuer or any Restricted Subsidiary consisting of the financing of insurance premiums in the ordinary course of business.

"Permitted Investments" means (a) Investments by the Issuer or any Restricted Subsidiary in the Issuer or any Restricted Subsidiary, (b) Investments in Cash Equivalents, (c) Investments in Persons engaged in a Similar Business; provided that the aggregate amount of all such Investments at any time outstanding shall not exceed $20,000,000, (d) Investments existing on the Issue Date, (e) Hedging Obligations permitted under the definition of "Permitted Indebtedness," (f) receivables owing to the Issuer or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms, and (g) Investments received as consideration in Asset Sales permitted under Section 4.08.

"Permitted Liens" means (a) Liens existing on the Issue Date and set forth on Schedule 4.09 attached hereto, (b) Liens securing Indebtedness and other obligations under Credit Facilities permitted under clause (d) of the definition of "Permitted Indebtedness," (c) Liens for taxes, assessments, mining royalties, or governmental charges or levies not yet delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (d) mechanics', carriers', materialmen's, warehousemen's, landlords', and similar Liens arising in the ordinary course of business and securing obligations that are not overdue for more than 60 days or are being contested in good faith, (e) Liens on property acquired, constructed, or improved by the Issuer or any Restricted Subsidiary securing purchase money Indebtedness or Capital Lease Obligations permitted under clause (e) of the definition of "Permitted Indebtedness," provided that such Liens attach only to the property so acquired, constructed, or improved, (f) Liens arising from mining claims, mineral leases, surface leases, mining royalty obligations, government royalties, net smelter return royalties, and similar encumbrances customary in the mining industry, (g) Liens incurred in the ordinary course of business securing Hedging Obligations permitted under clause (g) of the definition of "Permitted Indebtedness," (h) easements, rights-of-way, building and zoning restrictions, and other similar encumbrances or minor irregularities in title to real property that do not materially impair the use of such property, (i) Liens securing surety, performance, reclamation, and mine closure bonds and similar obligations incurred in the ordinary course of business, (j) Liens arising from judgments, decrees, or attachments in circumstances not constituting an Event of Default under Section 6.01(f), (k) Liens on the Collateral securing the Notes and the Guarantees, and (l) Liens securing Refinancing Indebtedness permitted hereunder, provided that such Liens extend to only the same assets that secured the Indebtedness being refinanced.

"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government, or any agency or political subdivision thereof, or any other entity.

"Preferred Stock" means, with respect to any Person, any and all preferred or preference stock or other Equity Interests (however designated) of such Person whether now outstanding or issued after the Issue Date.

"Purchase Agreement" means the Purchase Agreement, dated as of March 29, 2022, among the Issuer, the Guarantors, and the Initial Purchasers, as such agreement may be amended, supplemented, or otherwise modified from time to time.

"Record Date" means the April 1 or October 1, as applicable, immediately preceding each Interest Payment Date.

"Refinancing Indebtedness" means any Indebtedness of the Issuer or any Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to refinance, repay, redeem, retire, defease, or discharge, other Indebtedness of the Issuer or any Restricted Subsidiary; provided that (a) the principal amount (or accreted value) of such Refinancing Indebtedness does not exceed the principal amount (or accreted value) of the Indebtedness so refinanced (plus premiums, fees, and expenses incurred in connection therewith), (b) such Refinancing Indebtedness has a final maturity no earlier than the final maturity of the Indebtedness being refinanced, (c) such Refinancing Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness being refinanced, and (d) if the Indebtedness being refinanced is subordinated in right of payment to the Notes, such Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders of the Notes as those contained in the documentation governing the Indebtedness being refinanced.

"Registrar" means Northern Dominion Trust Company, in its capacity as registrar hereunder, or any successor registrar appointed in accordance with this Indenture.

"Registration Rights Agreement" means the Registration Rights Agreement, dated as of April 19, 2022, among the Issuer, the Guarantors, and the Initial Purchasers, as such agreement may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.

"Regulation S" means Regulation S under the Securities Act of 1933, as amended.

"Replacement Assets" means assets (other than cash, Cash Equivalents, or securities) that are used or useful in a Similar Business.

"Restricted Payment" means any of the following: (a) the declaration or payment of any dividend or the making of any distribution (whether in cash, securities, or other property) on account of Equity Interests of the Issuer or any Restricted Subsidiary (other than dividends or distributions payable in Equity Interests of the Issuer (other than Disqualified Stock) or payable to the Issuer or a Restricted Subsidiary), (b) the purchase, redemption, defeasance, or other acquisition or retirement for value (including by way of return of capital) of any Equity Interests of the Issuer or any Restricted Subsidiary held by Persons other than the Issuer or a Restricted Subsidiary, (c) the making of any Investment (other than a Permitted Investment), or (d) the voluntary prepayment, redemption, purchase, defeasance, or other acquisition or retirement for value, prior to any scheduled maturity, scheduled repayment, or scheduled sinking fund payment, of Indebtedness of the Issuer or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee (other than intercompany Indebtedness).

"Restricted Subsidiary" means any Subsidiary of the Issuer that is not an Unrestricted Subsidiary.

"Rule 144A" means Rule 144A under the Securities Act of 1933, as amended.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Security Agreement (U.S.)" means the Security Agreement, dated as of April 19, 2022, between Torchlight U.S. Holdings, Inc., as grantor, and Northern Dominion Trust Company, as Collateral Agent, as such agreement may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time. The term "U.S. Security Agreement" shall have the same meaning as "Security Agreement (U.S.)."

"Security Documents" means, collectively, the Canadian General Security Agreement, the Security Agreement (U.S.), the Collateral Agency Agreement, and any and all other agreements, instruments, financing statements, and documents now or hereafter executed and delivered by the Issuer or any Guarantor granting or perfecting Liens on the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders.

"Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the Securities Act of 1933, as amended, as such regulation is in effect on the Issue Date.

"Similar Business" means any business that is the same as or substantially similar or reasonably related, ancillary, or complementary to any of the businesses in which the Issuer and its Restricted Subsidiaries are engaged on the Issue Date, including the mining, exploration, development, processing, refining, smelting, marketing, or sale of minerals and metals, and any business reasonably related, ancillary, or complementary thereto, including environmental and reclamation activities.

"Subsidiary" means, with respect to any specified Person, (a) any corporation, association, or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers, or trustees of the corporation, association, or other business entity is at the time owned or controlled, directly or indirectly, by such specified Person or one or more of the other Subsidiaries of such specified Person (or a combination thereof), and (b) any partnership, joint venture, limited liability company, or similar entity of which (i) more than 50% of the capital accounts, distribution rights, total equity, and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such specified Person or one or more of the other Subsidiaries of such specified Person, or (ii) such specified Person or any Subsidiary of such specified Person is a controlling general partner or otherwise controls such entity.

"Transfer Agent" means Northern Dominion Trust Company, in its capacity as transfer agent hereunder, or any successor transfer agent appointed in accordance with this Indenture.

"Trustee" means Northern Dominion Trust Company, a national banking association, as trustee under this Indenture, until a successor replaces it in accordance with the applicable provisions of this Indenture, and thereafter means such successor Trustee.

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb), as in effect on the date of this Indenture.

"Unrestricted Subsidiary" means any Subsidiary of the Issuer that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution delivered to the Trustee, in compliance with Section 4.15, but only so long as such Subsidiary (a) has no Indebtedness other than Non-Recourse Debt, (b) except as permitted by the Indenture, is not party to any agreement, contract, arrangement, or understanding with the Issuer or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement, or understanding are no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer, (c) is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results, and (d) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries. Any designation of a Subsidiary as an Unrestricted Subsidiary shall be treated as a Restricted Payment in the amount of the Issuer's Investment in such Subsidiary for purposes of Section 4.07.

"Voting Stock" of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors (or equivalent governing body) of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount (or accreted value) of such Indebtedness into (b) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity, or other required payment of principal, including payment at final maturity, in respect of such Indebtedness by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

Section 1.02 — Other Definitions

The following terms are defined in the Sections of this Indenture set forth opposite such terms:

Section 1.03 — Incorporation by Reference of Trust Indenture Act

Whenever this Indenture refers to a provision of the Trust Indenture Act, such provision is incorporated by reference in, and made a part of, this Indenture to the extent required by applicable law. The following Trust Indenture Act terms used in this Indenture have the following meanings:

(a) "Commission" means the Securities and Exchange Commission.

(b) "indenture securities" means the Notes.

(d) "indenture to be qualified" means this Indenture.

(e) "indenture trustee" or "institutional trustee" means the Trustee.

(f) "obligor" on the Notes and the Guarantees means the Issuer and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute, or defined by Commission rule under the Trust Indenture Act have the meanings so assigned to them therein. This Indenture is intended to qualify under the Trust Indenture Act if and when the Notes become registered under the Securities Act pursuant to the Registration Rights Agreement or otherwise.

Section 1.04 — Rules of Construction

Unless the context otherwise requires:

(a) A term has the meaning assigned to it in this Article 1 or elsewhere in this Indenture.

(b) An accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP (i.e., International Financial Reporting Standards as adopted in Canada).

(d) Words in the singular include the plural, and in the plural include the singular.

(e) "Including" means "including, without limitation."

(f) "Will" and "shall" each express an obligation or a condition precedent, as applicable.

(g) Provisions apply to successive events and transactions.

(h) References herein to any gender include each other gender.

(i) References to Sections, Articles, Exhibits, and Schedules are to Sections and Articles of, and Exhibits and Schedules to, this Indenture unless otherwise specified.

(j) References herein to "$," "US$," "dollars," or "United States dollars" mean the lawful currency of the United States of America, unless otherwise stated.

(k) References herein to "C$" or "Canadian dollars" mean the lawful currency of Canada.

(l) Headings and the Table of Contents are for convenience of reference only, do not constitute a part of this Indenture, and shall not affect the construction hereof or be taken into consideration in the interpretation hereof.

(m) If the last day for the giving of any notice or the last day for the performance of any act required or permitted under this Indenture is a day that is not a Business Day, the time for the giving of such notice or the performance of such act shall be extended to the next succeeding Business Day.

(n) References to any agreement or document shall be deemed to include all amendments, restatements, supplements, and other modifications thereto, except to the extent that such amendments, restatements, supplements, and modifications are expressly prohibited by this Indenture.

ARTICLE 2 — THE NOTES

Section 2.01 — Form and Dating

(a) The Notes and the Trustee's certificate of authentication shall be substantially in the forms set forth in Exhibit A-1 (with respect to Rule 144A Global Notes) and Exhibit A-2 (with respect to Regulation S Global Notes), with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Indenture, and may have such letters, numbers, or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or depository therefor, or as may be required by law or as may, consistent herewith, be determined by the Officers of the Issuer executing such Notes, as evidenced by their execution of such Notes.

(b) The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in fully registered, book-entry form, without interest coupons, substantially in the form set forth in Exhibit A-1, deposited with or on behalf of DTC and registered in the name of Cede & Co., as nominee of DTC, or such other name as DTC may request (the "Rule 144A Global Notes"). The CUSIP number for the Rule 144A Global Notes shall be 891207 AA 3, and the ISIN shall be US891207AA38.

(c) The Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in fully registered, book-entry form, without interest coupons, substantially in the form set forth in Exhibit A-2, deposited with or on behalf of DTC for the accounts of Thackeray Partners LLC and Ashgrove Enterprises, and registered in the name of a nominee of DTC (the "Regulation S Global Notes"). The CUSIP number for the Regulation S Global Notes shall be C89120 AA 5, and the ISIN shall be USC89120AA58.

(d) Each Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions, repurchases, transfers, consolidations, and cancellations.

(e) Notes shall be issuable only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No single Note shall be issued in a denomination in excess of the then outstanding aggregate principal amount of Notes.

(f) Each Note sold pursuant to Rule 144A shall bear the following legend (the "Rule 144A Legend"):

"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 NOTES TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM."

(g) Each Note sold pursuant to Regulation S shall bear the Regulation S legend set forth in Exhibit A-2.

Section 2.02 — Execution, Authentication, and Delivery

(a) The Notes shall be executed on behalf of the Issuer by two Officers of the Issuer, by manual or facsimile signature. If any Officer whose signature is on any Note no longer holds that office at the time such Note is authenticated, such Note shall nevertheless be valid.

(b) No Note shall be valid or obligatory for any purpose, or shall entitle the Holder thereof to any benefit under this Indenture, unless a certificate of authentication on such Note has been duly executed by a Responsible Officer of the Trustee by manual or facsimile signature. Such authentication shall constitute conclusive evidence that such Note has been duly authenticated and delivered under this Indenture. The Trustee shall, upon receipt of an Issuer Order (an "Authentication Order"), authenticate and deliver Notes for original issue in the aggregate principal amount specified in such Authentication Order.

(c) On the Issue Date (April 19, 2022), the Trustee shall authenticate and deliver Notes in the aggregate principal amount of $300,000,000 upon receipt of the following:

(i) an Issuer Order requesting such authentication and specifying the amount of Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, and the person or persons to whom initial delivery of the Notes is to be made (or the instructions for the crediting of such Notes through the facilities of DTC);

(ii) an Officer's Certificate certifying that all conditions precedent to the issuance of the Notes contained herein and in the Purchase Agreement have been complied with;

(iii

INDENTURE
Dated as of April 19, 2022
among
TORCHLIGHT MINING CORP. a corporation incorporated under the Canada Business Corporations Act, as Issuer,
WOLVERINE LAKE MINING LTD. an Ontario corporation, as Guarantor,
TORCHLIGHT MILLING & PROCESSING INC. an Ontario corporation, as Guarantor,
TORCHLIGHT U.S. HOLDINGS, INC. a Delaware corporation, as Guarantor,
and
NORTHERN DOMINION TRUST COMPANY a national banking association, as Trustee, Paying Agent, Transfer Agent, Registrar, and Collateral Agent
_
$300,000,000 Aggregate Principal Amount 8.750% Senior Secured Notes due 2029
_
Governing Law: State of New York
CUSIP (144A): 891207 AA 3 CUSIP (Reg S): C89120 AA 5 ISIN (144A): US891207AA38 ISIN (Reg S): USC89120AA58
RECITALS
WHEREAS, Torchlight Mining Corp. (the "Issuer"), a corporation duly incorporated and existing under the Canada Business Corporations Act ("CBCA"), with its principal executive offices and headquarters located at 2200 – 400 Burrard Street, Vancouver, British Columbia V6C 3A6, Canada, and its registered office at 1600 – 925 West Georgia Street, Vancouver, British Columbia V6C 3L2, Canada, has duly authorized the creation and issuance of Three Hundred Million United States Dollars ($300,000,000) in aggregate principal amount of its 8.750% Senior Secured Notes due 2029 (the "Notes"), to be issued pursuant to this Indenture;
WHEREAS, each of (i) Wolverine Lake Mining Ltd., an Ontario corporation with its registered office at 44 Lakeshore Boulevard, Wolverine Lake, Ontario P0L 1R0, Canada ("Wolverine Lake"), (ii) Torchlight Milling & Processing Inc., an Ontario corporation with its registered office at 44 Lakeshore Boulevard, Wolverine Lake, Ontario P0L 1R0, Canada ("Torchlight Milling"), and (iii) Torchlight U.S. Holdings, Inc., a Delaware corporation with its registered office at 1209 Orange Street, Wilmington, Delaware 19801, United States (EIN: 84-3921057) ("Torchlight U.S." and, together with Wolverine Lake and Torchlight Milling, the "Guarantors"), has agreed to guarantee the Issuer's obligations under the Notes and this Indenture on a joint and several, senior secured basis, all as more fully set forth herein;
WHEREAS, Northern Dominion Trust Company, a national banking association organized and existing under the laws of the United States of America, with its Corporate Trust Office at 101 Barclay Street, 7th Floor, New York, New York 10286, has agreed to act as Trustee, Paying Agent, Transfer Agent, Registrar, and Collateral Agent under this Indenture, the Notes, the Guarantees, and the Security Documents, upon the terms and conditions hereinafter set forth;
WHEREAS, the Notes are being offered and sold in reliance upon exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to (a) Rule 144A under the Securities Act to persons reasonably believed to be qualified institutional buyers, and (b) Regulation S under the Securities Act to non-U.S. persons in offshore transactions, in each case as further described in the Purchase Agreement dated March 29, 2022 among the Issuer, the Guarantors, and the Initial Purchasers named therein;
WHEREAS, the net proceeds from the sale of the Notes are intended to be used for (a) the funding of the Phase II expansion of the Wolverine Lake nickel-copper mine located in northern Ontario, Canada, (b) the repayment in full and termination of the Issuer's revolving credit facility with Ridgeline Bank of Canada, (c) the payment of transaction fees and expenses incurred in connection with the offering and sale of the Notes, and (d) general corporate purposes;
WHEREAS, each of the Issuer and the Guarantors has duly authorized the execution and delivery of this Indenture, and all things necessary to make the Notes, when executed by the Issuer and authenticated and delivered by the Trustee hereunder and duly issued by the Issuer, the valid, binding, and legal obligations of the Issuer, and to make this Indenture a valid and binding agreement of the Issuer and the Guarantors, in accordance with their and its terms, have been done;
NOW, THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth the terms and conditions upon which the Notes are, and are to be, authenticated, issued, and delivered, and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer and each Guarantor hereby grant, bargain, sell, convey, transfer, assign, pledge, and confirm to the Trustee, as Collateral Agent for the benefit of the Holders of the Notes, all of its right, title, and interest in, to, and under the Collateral described in the Security Documents, and the Issuer, the Guarantors, and the Trustee each hereby covenant and agree, for the equal and proportionate benefit of the respective Holders from time to time of the Notes, as follows:
ARTICLE 1 — DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 — Definitions
The following terms shall have the meanings set forth below for all purposes of this Indenture. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act" or "TIA"), either directly or by reference therein, or that are defined in Article 8 or Article 9 of the Uniform Commercial Code of the State of New York, shall have the meanings assigned to them therein, unless otherwise defined herein:
"Accounts" means all accounts receivable of the Issuer and the Guarantors, whether now owned or hereafter acquired, and all proceeds thereof, including all rights to payment for goods sold, leased, or licensed, services rendered, or money lent, whether or not earned by performance, and all related rights, including contract rights, security interests, liens, and guarantees.
"Additional Interest" means any additional interest that may become payable pursuant to the Registration Rights Agreement as a result of the failure by the Issuer to comply with its registration obligations thereunder, including the failure to consummate a registered exchange offer or to file and cause to become effective a shelf registration statement within the time periods specified therein.
"Additional Notes" means any additional 8.750% Senior Secured Notes due 2029 that may be issued from time to time under this Indenture in compliance with Section 2.14 and the covenants contained herein, which Additional Notes shall be treated as a single class with the Notes initially issued hereunder for all purposes of this Indenture, including with respect to voting, consent, redemption, and offers to purchase.
"Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by," and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement, or otherwise.
"Agent" means the Trustee, the Paying Agent, the Transfer Agent, the Registrar, and the Collateral Agent, individually and collectively, as the context may require, each in its capacity as such under this Indenture and the Security Documents.
"Applicable Premium" means, with respect to any Note on any date of redemption prior to April 15, 2025, the greater of (a) 1.00% of the then outstanding principal amount of such Note and (b) the excess, if any, of (i) the present value at such date of redemption of (A) the redemption price of such Note at April 15, 2025 (as set forth in Section 3.07 hereof, without regard to any accrued and unpaid interest), plus (B) all required interest payments that would be due on such Note through April 15, 2025 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Applicable Treasury Rate as of such date of redemption plus 50 basis points, over (ii) the then outstanding principal amount of such Note. Calculation of the Applicable Premium shall be made by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate, and the Trustee shall have no duty or obligation to verify or recalculate such Applicable Premium.
"Applicable Treasury Rate" means, with respect to any date of redemption, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (or any successor publication that is published by the Board of Governors of the Federal Reserve System) that has become publicly available at least two Business Days prior to such date of redemption (or, if such Statistical Release is no longer published, any publicly available source of similar market data selected by the Issuer in good faith)) most nearly equal to the period from the date of redemption to April 15, 2025; provided, however, that if the period from the date of redemption to April 15, 2025 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the date of redemption to April 15, 2025 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used. The Applicable Treasury Rate shall be determined as of the third Business Day preceding the applicable date of redemption.
"Asset Sale" means (a) the sale, lease, conveyance, transfer, or other disposition (including by way of merger, consolidation, or similar transaction) of any assets or property of the Issuer or any Restricted Subsidiary (each referred to in this definition as a "disposition"), or (b) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with the covenant described under Section 4.06), in each case, other than (i) a disposition of inventory, supplies, or by-products in the ordinary course of business, (ii) a disposition of obsolete, damaged, or worn-out equipment or other assets that are no longer useful in the business of the Issuer or any Restricted Subsidiary, (iii) dispositions among the Issuer and one or more Restricted Subsidiaries or among Restricted Subsidiaries, (iv) the grant of Liens permitted under Section 4.09, (v) the disposition of cash or Cash Equivalents, (vi) dispositions in connection with Permitted Liens, (vii) dispositions of assets with a fair market value not exceeding $5,000,000 in any single transaction or series of related transactions, (viii) the surrender or waiver of contract rights or the settlement, release, or surrender of contract, tort, or other claims of any kind, and (ix) the sale, transfer, or other disposition of receivables in connection with the compromise, settlement, or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements.
"Board of Directors" means the board of directors of the Issuer (Torchlight Mining Corp.) or any duly authorized committee thereof.
"Board Resolution" means a resolution duly adopted by the Board of Directors of the Issuer, a copy of which, certified by the Corporate Secretary or an Assistant Corporate Secretary of the Issuer to be in full force and effect on the date of such certification, has been delivered to the Trustee.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York, United States, or Toronto, Ontario, Canada are authorized or required by law, regulation, or executive order to close.
"Canadian General Security Agreement" means the General Security Agreement, dated as of April 19, 2022, among Torchlight Mining Corp., Wolverine Lake Mining Ltd., and Torchlight Milling & Processing Inc., each as grantor, and Northern Dominion Trust Company, as Collateral Agent, as such agreement may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.
"Capital Lease Obligations" means, with respect to any Person, any obligation of such Person as lessee under a lease of property that would be capitalized on the balance sheet of such Person prepared in accordance with GAAP, and the amount of such obligation at any date shall be the capitalized amount thereof at such date, determined in accordance with GAAP.
"Capital Stock" means, with respect to any Person, all shares, interests, participations, or other equivalents (however designated, whether voting or nonvoting) of corporate stock or other equity interests in such Person, including partnership interests (whether general or limited), limited liability company interests, membership interests, or any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, and all warrants, options, and other rights to purchase or otherwise acquire any of the foregoing, but excluding any debt securities convertible into or exchangeable for such equity interests.
"Cash Equivalents" means (a) United States dollars, Canadian dollars, or, in the case of any Restricted Subsidiary organized under the laws of any other jurisdiction, such local currency held by it from time to time in the ordinary course of business, (b) direct obligations of, or obligations guaranteed by, the United States of America, the Government of Canada, or any agency or instrumentality thereof, in each case maturing within one year from the date of acquisition thereof, (c) deposits with, or certificates of deposit issued by, any bank or trust company organized under the laws of the United States of America, any state thereof, or Canada or any province thereof, having combined capital and surplus of at least $500,000,000 and a long-term debt rating of at least A3 by Moody's or A- by S&P, in each case maturing within one year from the date of acquisition thereof, (d) repurchase agreements for underlying securities of the types described in clause (b) above entered into with any financial institution meeting the qualifications specified in clause (c) above, (e) commercial paper issued by a corporation having a rating of at least P-1 by Moody's or at least A-1 by S&P, maturing within 270 days from the date of acquisition thereof, and (f) money market fund investments substantially all of whose assets comprise securities of the types described in clauses (a) through (e) above.
"Change of Control" means the occurrence of one or more of the following events: (a) the direct or indirect sale, transfer, conveyance, or other disposition (other than by way of merger, consolidation, or similar transaction), in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any "person" or "group" (as those terms are used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) other than a Permitted Holder; (b) the consummation of any transaction (including any merger, consolidation, or similar transaction) the result of which is that any "person" or "group" (as defined above), other than a Permitted Holder, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Issuer (or its successor), measured by voting power rather than number of shares; or (c) the first day on which a majority of the members of the Board of Directors of the Issuer are not Continuing Directors.
"Ashgrove Enterprises" means Westmark & Co., or any successor securities clearing agency.
"Closing Date" means April 19, 2022.
"Collateral" means all assets and property subject to the Liens granted under the Security Documents, which includes substantially all tangible and intangible assets of the Issuer and the Guarantors, including, without limitation, (a) all mining rights, mineral claims, surface rights, and mineral tenures at and relating to the Wolverine Lake property, including Ontario Mining Claim Nos. WL-4492-01 through WL-4492-47, inclusive, (b) all surface rights at the Wolverine Lake property comprising approximately 12,400 hectares, (c) all equipment, machinery, vehicles, fixtures, and other tangible personal property, (d) all inventory, (e) all accounts receivable, (f) all intellectual property, including patents, trademarks, trade names, copyrights, and trade secrets, (g) all intercompany notes and receivables, (h) all Equity Interests in each Guarantor subsidiary, and (i) all proceeds and products of the foregoing; provided that "Collateral" shall not include any Excluded Assets (as defined in the applicable Security Document).
"Collateral Agency Agreement" means the Collateral Agency Agreement, dated as of April 19, 2022, among the Issuer, the Guarantors, the Trustee, and Northern Dominion Trust Company, as Collateral Agent, as such agreement may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.
"Consolidated EBITDA" means, for any period, the Consolidated Net Income of the Issuer and its Restricted Subsidiaries for such period, plus the following to the extent deducted in calculating such Consolidated Net Income: (a) Consolidated Interest Expense, (b) income tax expense (including mining taxes), (c) depreciation expense, (d) amortization expense (including amortization of deferred financing costs), (e) depletion expense related to mining properties, (f) non-cash charges or losses (excluding any non-cash charge that represents an accrual of or a reserve for cash charges in any future period), (g) exploration and evaluation expenses that are expensed in accordance with GAAP, and (h) extraordinary, non-recurring, or unusual losses or charges (including mine closure costs, restructuring charges, and transaction fees and expenses incurred in connection with the issuance of the Notes), minus (i) non-cash gains or items of income (excluding any non-cash item of income to the extent it represents the reversal of an accrual of or a reserve for a potential cash item that reduced Consolidated EBITDA in any prior period), and (j) extraordinary, non-recurring, or unusual gains, in each case, determined on a consolidated basis in accordance with GAAP.
"Consolidated Interest Expense" means, for any period, the aggregate amount of interest expense in respect of Indebtedness (including amortization of original issue discount and non-cash interest expenses, the interest component of Capital Lease Obligations, and net payments, if any, under interest rate Hedging Obligations but excluding Additional Interest and amortization of deferred financing costs) of the Issuer and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.
"Consolidated Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended period of four consecutive fiscal quarters for which internal financial statements are available, determined on a pro forma basis giving effect to (i) any Indebtedness incurred, repaid, retired, or redeemed since the beginning of such period as if such incurrence, repayment, retirement, or redemption had occurred on the first day of such period, (ii) any Asset Sale or acquisition since the beginning of such period as if such Asset Sale or acquisition had occurred on the first day of such period, and (iii) the discontinuation of any operations since the beginning of such period as if such discontinuation had occurred on the first day of such period.
"Consolidated Net Income" means, for any period, the net income (or net loss) of the Issuer and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, excluding (a) the net income (or net loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting, except to the extent of the amount of dividends or distributions actually paid in cash to the Issuer or a Restricted Subsidiary during such period, (b) the net income (or net loss) of any Person accrued prior to the date on which it becomes a Restricted Subsidiary or is merged into or consolidated with the Issuer or any Restricted Subsidiary, (c) the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not permitted by the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to such Restricted Subsidiary, (d) any gain or loss realized upon the sale or other disposition of any asset or the extinguishment of any Indebtedness of the Issuer or any Restricted Subsidiary that is not sold or otherwise disposed of or extinguished in the ordinary course of business, and (e) the cumulative effect of a change in accounting principles.
"Consolidated Total Debt" means, as of any date of determination, the aggregate amount of all Indebtedness of the Issuer and the Restricted Subsidiaries that would appear on a consolidated balance sheet of the Issuer and the Restricted Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP (but excluding intercompany Indebtedness and letters of credit that are undrawn), plus the aggregate principal amount of all Indebtedness of Unrestricted Subsidiaries that is guaranteed by the Issuer or any Restricted Subsidiary.
"Continuing Director" means, as of any date of determination, any member of the Board of Directors who (a) was a member of the Board of Directors on the Issue Date, or (b) was nominated for election, elected, or appointed to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination, election, or appointment (either by a specific vote or by approval of the Issuer's proxy statement in which such member was named as a nominee for election as a director).
"Corporate Trust Office" means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office at the date of this Indenture is located at 101 Barclay Street, 7th Floor, New York, New York 10286.
"Credit Facility" means one or more debt facilities, including any revolving credit facility, term loan facility, or commercial paper facility, with banks, investment banks, or other institutional lenders or investors providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, bankers' acceptances, or issuances of notes, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise), restructured, supplemented, or refinanced in whole or in part from time to time.
"Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.
"DTC" means The Depository Trust Company, a New York corporation, and its successors and assigns.
"Equity Interests" means Capital Stock and all warrants, options, or other rights to purchase, subscribe for, or otherwise acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.
"Equity Offering" means a public offering or private placement (other than a registration on Form S-8 or its equivalent under applicable Canadian securities laws) of Equity Interests of the Issuer (other than Disqualified Stock) that results in Net Cash Proceeds to the Issuer.
"Thackeray Partners LLC" means Stonefield Industries, as operator of the Thackeray Partners LLC System, or any successor securities clearing agency.
"Event of Default" has the meaning set forth in Section 6.01.
"Exchange Notes" means the notes to be issued by the Issuer pursuant to the Registration Rights Agreement in connection with a registered exchange offer in exchange for the Notes.
"Excluded Assets" means those assets identified as "Excluded Assets" in the applicable Security Document, which shall include, in each case, only those assets as to which the Trustee and the Collateral Agent shall have agreed, in their reasonable discretion, that the cost of obtaining a security interest therein is excessive in relation to the benefit to be obtained therefrom.
"Fiscal Year" means the fiscal year of the Issuer, which ends on December 31 of each calendar year.
"GAAP" means International Financial Reporting Standards as adopted in Canada ("IFRS"), as in effect from time to time, applied on a consistent basis throughout the periods indicated and consistent with the prior financial practice of the Issuer and its Restricted Subsidiaries; provided that, at the election of the Issuer, changes in IFRS adopted after the Issue Date that would affect the determination of compliance with any provision of this Indenture will not be given effect until such time as the Issuer makes such election.
"Global Note" means a Rule 144A Global Note or a Regulation S Global Note, as applicable, in each case substantially in the form attached hereto as Exhibit A-1 or Exhibit A-2, respectively.
"Guarantee" means the joint and several senior secured guarantee by each Guarantor of the Issuer's Obligations under this Indenture and the Notes, as set forth in Article 10 hereof.
"Guarantor" means each of Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., and Torchlight U.S. Holdings, Inc., and any future Restricted Subsidiary of the Issuer that becomes a guarantor of the Obligations pursuant to Section 4.13 and Article 10 of this Indenture, in each case, until such time as such entity is released from its Guarantee in accordance with the terms hereof.
"Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under (a) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements, and interest rate collar agreements, (b) foreign exchange contracts and currency swap agreements, and (c) commodity futures contracts, commodity options, commodity swaps, and other commodity price hedging arrangements, in each case, entered into in the ordinary course of business to protect against fluctuations in interest rates, currency exchange rates, and commodity prices, and not for speculative purposes.
"Holder" or "Noteholder" means a Person in whose name a Note is registered on the books of the Registrar.
"Indebtedness" means, with respect to any specified Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (e) all Capital Lease Obligations of such Person, (f) all Indebtedness of others secured by a Lien on any asset or property of such Person, whether or not such Indebtedness is assumed by such Person, (g) all Indebtedness of others guaranteed by such Person to the extent of such guarantee, (h) all obligations of such Person under Hedging Obligations (valued at the termination value thereof), (i) all obligations of such Person as an account party or applicant in respect of letters of credit, bankers' acceptances, bank guarantees, and surety bonds, and (j) all obligations of such Person in respect of Disqualified Stock, valued at the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, plus accrued dividends. The amount of any Indebtedness at any date shall be (A) the outstanding balance at such date of all unconditional obligations as described above, (B) the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligation as described above at such date, and (C) in the case of Indebtedness of others secured by a Lien on any asset or property of such Person but not assumed by such Person, the lesser of the fair market value of such asset or property and the amount of such Indebtedness.
"Indenture" means this Indenture, as originally executed and as it may from time to time be supplemented or amended by one or more supplemental indentures entered into in accordance with the terms hereof.
"Initial Purchasers" means Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc., in their respective capacities as initial purchasers of the Notes under the Purchase Agreement.
"Interest Payment Date" means April 15 and October 15 of each year, commencing on October 15, 2022.
"Investment" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans, advances, or capital contributions (excluding accounts receivable, trade credit, and advances to customers and suppliers in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests, or other securities, and all other items that would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP.
"Issue Date" means April 19, 2022.
"Issuer" means Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act, and its successors and assigns.
"Lien" means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, charge, assignment, deposit arrangement, or other similar lien or preferential arrangement on or with respect to property or assets of any kind (including any conditional sale agreement, capital lease, or other title retention agreement relating to such property or assets), and any filing of any financing statement under the Uniform Commercial Code or the Personal Property Security Act (Ontario) or comparable law of any jurisdiction as debtor.
"Maturity Date" means April 15, 2029.
"Net Cash Proceeds" means, (a) with respect to any Asset Sale, the aggregate cash proceeds and Cash Equivalents received by the Issuer or any Restricted Subsidiary in connection with such Asset Sale (including any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (i) the direct costs relating to such Asset Sale, including legal, accounting, and investment banking fees, and brokerage and sales commissions, (ii) any relocation expenses incurred as a result thereof, (iii) taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (iv) amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale that is senior to the Lien of the Security Documents, and (v) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, and (b) with respect to any Equity Offering, the aggregate cash proceeds received by the Issuer from such Equity Offering, net of all direct costs incurred in connection therewith, including underwriting discounts and commissions, legal, accounting, and other professional fees, and other reasonable and customary transaction costs.
"Net Proceeds" means, with respect to any Asset Sale, the Net Cash Proceeds from such Asset Sale.
"Notes" means the 8.750% Senior Secured Notes due 2029 of the Issuer, in the initial aggregate principal amount of $300,000,000, issued under this Indenture, and any Additional Notes, in each case, as amended or supplemented from time to time, treated as a single class for all purposes hereunder.
"Obligations" means all obligations of the Issuer and the Guarantors under the Notes, the Guarantees, this Indenture, the Security Documents, and the Collateral Agency Agreement, including obligations to pay principal, premium (if any), interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding), penalties, fees, indemnifications, reimbursements, damages, and other liabilities payable under the documentation governing such Indebtedness.
"Officer" means the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer, the General Counsel, or the Corporate Secretary of the applicable Person.
"Officer's Certificate" means a certificate signed by an Officer of the Issuer or the applicable Guarantor, as the case may be, that meets the requirements of Section 4.02 and Section 13.03 hereof.
"Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee, which opinion may be subject to customary assumptions, qualifications, and exceptions and shall be in form and substance reasonably satisfactory to the Trustee.
"Paying Agent" means Northern Dominion Trust Company, in its capacity as paying agent hereunder, or any successor paying agent appointed in accordance with this Indenture.
"Permitted Holder" means Magnus Thornberg and his Affiliates (including any trust established for the benefit of Magnus Thornberg or his immediate family members) and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended) of which any of the foregoing are members; provided that, in the case of such group, without giving effect to the existence of such group or any other group, such Persons described in this definition, collectively, beneficially own, directly or indirectly, Voting Stock representing a majority of the total voting power of the Voting Stock of the Issuer held by such group.
"Permitted Indebtedness" means, without duplication, each of the following: (a) Indebtedness of the Issuer and the Guarantors under the Notes and the Guarantees (including any Additional Notes), (b) Indebtedness of the Issuer and the Restricted Subsidiaries outstanding on the Issue Date (other than the Notes), as set forth on Schedule 4.06 attached hereto, (c) intercompany Indebtedness between or among the Issuer and any Restricted Subsidiary or between or among Restricted Subsidiaries; provided that if the Issuer or any Guarantor is the obligor on such intercompany Indebtedness and the holder of such Indebtedness is not the Issuer or a Guarantor, such intercompany Indebtedness shall be unsecured and subordinated in right of payment to the Obligations, (d) Indebtedness under one or more Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed the greater of (i) $75,000,000 and (ii) the Borrowing Base Amount (as defined in any such Credit Facility agreement), (e) purchase money Indebtedness and Capital Lease Obligations incurred by the Issuer or any Restricted Subsidiary to finance the acquisition, construction, improvement, or development of real or personal property (including mining equipment) used in the business of the Issuer or such Restricted Subsidiary in an aggregate principal amount at any time outstanding not to exceed $40,000,000, (f) Indebtedness consisting of Guarantees of Indebtedness of the Issuer or any Restricted Subsidiary that is otherwise permitted under this Indenture, (g) Hedging Obligations of the Issuer or any Restricted Subsidiary incurred in the ordinary course of business, including commodity hedging arrangements relating to nickel, copper, and precious metals production, (h) Indebtedness of the Issuer or any Restricted Subsidiary arising from letters of credit, surety bonds, performance bonds, workers' compensation obligations, reclamation and mine closure bonds, and similar obligations incurred in the ordinary course of business, (i) Indebtedness representing deferred compensation to employees of the Issuer or any Restricted Subsidiary incurred in the ordinary course of business, (j) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Consolidated Leverage Ratio test or pursuant to clauses (a), (b), or (e) of this definition, (k) Indebtedness in an aggregate principal amount at any one time outstanding not to exceed $30,000,000 (the "general basket"), and (l) Indebtedness of the Issuer or any Restricted Subsidiary consisting of the financing of insurance premiums in the ordinary course of business.
"Permitted Investments" means (a) Investments by the Issuer or any Restricted Subsidiary in the Issuer or any Restricted Subsidiary, (b) Investments in Cash Equivalents, (c) Investments in Persons engaged in a Similar Business; provided that the aggregate amount of all such Investments at any time outstanding shall not exceed $20,000,000, (d) Investments existing on the Issue Date, (e) Hedging Obligations permitted under the definition of "Permitted Indebtedness," (f) receivables owing to the Issuer or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms, and (g) Investments received as consideration in Asset Sales permitted under Section 4.08.
"Permitted Liens" means (a) Liens existing on the Issue Date and set forth on Schedule 4.09 attached hereto, (b) Liens securing Indebtedness and other obligations under Credit Facilities permitted under clause (d) of the definition of "Permitted Indebtedness," (c) Liens for taxes, assessments, mining royalties, or governmental charges or levies not yet delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (d) mechanics', carriers', materialmen's, warehousemen's, landlords', and similar Liens arising in the ordinary course of business and securing obligations that are not overdue for more than 60 days or are being contested in good faith, (e) Liens on property acquired, constructed, or improved by the Issuer or any Restricted Subsidiary securing purchase money Indebtedness or Capital Lease Obligations permitted under clause (e) of the definition of "Permitted Indebtedness," provided that such Liens attach only to the property so acquired, constructed, or improved, (f) Liens arising from mining claims, mineral leases, surface leases, mining royalty obligations, government royalties, net smelter return royalties, and similar encumbrances customary in the mining industry, (g) Liens incurred in the ordinary course of business securing Hedging Obligations permitted under clause (g) of the definition of "Permitted Indebtedness," (h) easements, rights-of-way, building and zoning restrictions, and other similar encumbrances or minor irregularities in title to real property that do not materially impair the use of such property, (i) Liens securing surety, performance, reclamation, and mine closure bonds and similar obligations incurred in the ordinary course of business, (j) Liens arising from judgments, decrees, or attachments in circumstances not constituting an Event of Default under Section 6.01(f), (k) Liens on the Collateral securing the Notes and the Guarantees, and (l) Liens securing Refinancing Indebtedness permitted hereunder, provided that such Liens extend to only the same assets that secured the Indebtedness being refinanced.
"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government, or any agency or political subdivision thereof, or any other entity.
"Preferred Stock" means, with respect to any Person, any and all preferred or preference stock or other Equity Interests (however designated) of such Person whether now outstanding or issued after the Issue Date.
"Purchase Agreement" means the Purchase Agreement, dated as of March 29, 2022, among the Issuer, the Guarantors, and the Initial Purchasers, as such agreement may be amended, supplemented, or otherwise modified from time to time.
"Record Date" means the April 1 or October 1, as applicable, immediately preceding each Interest Payment Date.
"Refinancing Indebtedness" means any Indebtedness of the Issuer or any Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to refinance, repay, redeem, retire, defease, or discharge, other Indebtedness of the Issuer or any Restricted Subsidiary; provided that (a) the principal amount (or accreted value) of such Refinancing Indebtedness does not exceed the principal amount (or accreted value) of the Indebtedness so refinanced (plus premiums, fees, and expenses incurred in connection therewith), (b) such Refinancing Indebtedness has a final maturity no earlier than the final maturity of the Indebtedness being refinanced, (c) such Refinancing Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Indebtedness being refinanced, and (d) if the Indebtedness being refinanced is subordinated in right of payment to the Notes, such Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders of the Notes as those contained in the documentation governing the Indebtedness being refinanced.
"Registrar" means Northern Dominion Trust Company, in its capacity as registrar hereunder, or any successor registrar appointed in accordance with this Indenture.
"Registration Rights Agreement" means the Registration Rights Agreement, dated as of April 19, 2022, among the Issuer, the Guarantors, and the Initial Purchasers, as such agreement may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.
"Regulation S" means Regulation S under the Securities Act of 1933, as amended.
"Replacement Assets" means assets (other than cash, Cash Equivalents, or securities) that are used or useful in a Similar Business.
"Restricted Payment" means any of the following: (a) the declaration or payment of any dividend or the making of any distribution (whether in cash, securities, or other property) on account of Equity Interests of the Issuer or any Restricted Subsidiary (other than dividends or distributions payable in Equity Interests of the Issuer (other than Disqualified Stock) or payable to the Issuer or a Restricted Subsidiary), (b) the purchase, redemption, defeasance, or other acquisition or retirement for value (including by way of return of capital) of any Equity Interests of the Issuer or any Restricted Subsidiary held by Persons other than the Issuer or a Restricted Subsidiary, (c) the making of any Investment (other than a Permitted Investment), or (d) the voluntary prepayment, redemption, purchase, defeasance, or other acquisition or retirement for value, prior to any scheduled maturity, scheduled repayment, or scheduled sinking fund payment, of Indebtedness of the Issuer or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee (other than intercompany Indebtedness).
"Restricted Subsidiary" means any Subsidiary of the Issuer that is not an Unrestricted Subsidiary.
"Rule 144A" means Rule 144A under the Securities Act of 1933, as amended.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Security Agreement (U.S.)" means the Security Agreement, dated as of April 19, 2022, between Torchlight U.S. Holdings, Inc., as grantor, and Northern Dominion Trust Company, as Collateral Agent, as such agreement may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time. The term "U.S. Security Agreement" shall have the same meaning as "Security Agreement (U.S.)."
"Security Documents" means, collectively, the Canadian General Security Agreement, the Security Agreement (U.S.), the Collateral Agency Agreement, and any and all other agreements, instruments, financing statements, and documents now or hereafter executed and delivered by the Issuer or any Guarantor granting or perfecting Liens on the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders.
"Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the Securities Act of 1933, as amended, as such regulation is in effect on the Issue Date.
"Similar Business" means any business that is the same as or substantially similar or reasonably related, ancillary, or complementary to any of the businesses in which the Issuer and its Restricted Subsidiaries are engaged on the Issue Date, including the mining, exploration, development, processing, refining, smelting, marketing, or sale of minerals and metals, and any business reasonably related, ancillary, or complementary thereto, including environmental and reclamation activities.
"Subsidiary" means, with respect to any specified Person, (a) any corporation, association, or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers, or trustees of the corporation, association, or other business entity is at the time owned or controlled, directly or indirectly, by such specified Person or one or more of the other Subsidiaries of such specified Person (or a combination thereof), and (b) any partnership, joint venture, limited liability company, or similar entity of which (i) more than 50% of the capital accounts, distribution rights, total equity, and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such specified Person or one or more of the other Subsidiaries of such specified Person, or (ii) such specified Person or any Subsidiary of such specified Person is a controlling general partner or otherwise controls such entity.
"Transfer Agent" means Northern Dominion Trust Company, in its capacity as transfer agent hereunder, or any successor transfer agent appointed in accordance with this Indenture.
"Trustee" means Northern Dominion Trust Company, a national banking association, as trustee under this Indenture, until a successor replaces it in accordance with the applicable provisions of this Indenture, and thereafter means such successor Trustee.
"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb), as in effect on the date of this Indenture.
"Unrestricted Subsidiary" means any Subsidiary of the Issuer that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution delivered to the Trustee, in compliance with Section 4.15, but only so long as such Subsidiary (a) has no Indebtedness other than Non-Recourse Debt, (b) except as permitted by the Indenture, is not party to any agreement, contract, arrangement, or understanding with the Issuer or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement, or understanding are no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer, (c) is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results, and (d) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries. Any designation of a Subsidiary as an Unrestricted Subsidiary shall be treated as a Restricted Payment in the amount of the Issuer's Investment in such Subsidiary for purposes of Section 4.07.
"Voting Stock" of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors (or equivalent governing body) of such Person.
"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount (or accreted value) of such Indebtedness into (b) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity, or other required payment of principal, including payment at final maturity, in respect of such Indebtedness by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.
Section 1.02 — Other Definitions
The following terms are defined in the Sections of this Indenture set forth opposite such terms:
Section 1.03 — Incorporation by Reference of Trust Indenture Act
Whenever this Indenture refers to a provision of the Trust Indenture Act, such provision is incorporated by reference in, and made a part of, this Indenture to the extent required by applicable law. The following Trust Indenture Act terms used in this Indenture have the following meanings:
(a) "Commission" means the Securities and Exchange Commission.
(b) "indenture securities" means the Notes.
(c) "indenture security holder" means a Holder of a Note.
(d) "indenture to be qualified" means this Indenture.
(e) "indenture trustee" or "institutional trustee" means the Trustee.
(f) "obligor" on the Notes and the Guarantees means the Issuer and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees.
All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute, or defined by Commission rule under the Trust Indenture Act have the meanings so assigned to them therein. This Indenture is intended to qualify under the Trust Indenture Act if and when the Notes become registered under the Securities Act pursuant to the Registration Rights Agreement or otherwise.
Section 1.04 — Rules of Construction
Unless the context otherwise requires:
(a) A term has the meaning assigned to it in this Article 1 or elsewhere in this Indenture.
(b) An accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP (i.e., International Financial Reporting Standards as adopted in Canada).
(c) "Or" is not exclusive.
(d) Words in the singular include the plural, and in the plural include the singular.
(e) "Including" means "including, without limitation."
(f) "Will" and "shall" each express an obligation or a condition precedent, as applicable.
(g) Provisions apply to successive events and transactions.
(h) References herein to any gender include each other gender.
(i) References to Sections, Articles, Exhibits, and Schedules are to Sections and Articles of, and Exhibits and Schedules to, this Indenture unless otherwise specified.
(j) References herein to "$," "US$," "dollars," or "United States dollars" mean the lawful currency of the United States of America, unless otherwise stated.
(k) References herein to "C$" or "Canadian dollars" mean the lawful currency of Canada.
(l) Headings and the Table of Contents are for convenience of reference only, do not constitute a part of this Indenture, and shall not affect the construction hereof or be taken into consideration in the interpretation hereof.
(m) If the last day for the giving of any notice or the last day for the performance of any act required or permitted under this Indenture is a day that is not a Business Day, the time for the giving of such notice or the performance of such act shall be extended to the next succeeding Business Day.
(n) References to any agreement or document shall be deemed to include all amendments, restatements, supplements, and other modifications thereto, except to the extent that such amendments, restatements, supplements, and modifications are expressly prohibited by this Indenture.
ARTICLE 2 — THE NOTES
Section 2.01 — Form and Dating
(a) The Notes and the Trustee's certificate of authentication shall be substantially in the forms set forth in Exhibit A-1 (with respect to Rule 144A Global Notes) and Exhibit A-2 (with respect to Regulation S Global Notes), with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Indenture, and may have such letters, numbers, or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or depository therefor, or as may be required by law or as may, consistent herewith, be determined by the Officers of the Issuer executing such Notes, as evidenced by their execution of such Notes.
(b) The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in fully registered, book-entry form, without interest coupons, substantially in the form set forth in Exhibit A-1, deposited with or on behalf of DTC and registered in the name of Cede & Co., as nominee of DTC, or such other name as DTC may request (the "Rule 144A Global Notes"). The CUSIP number for the Rule 144A Global Notes shall be 891207 AA 3, and the ISIN shall be US891207AA38.
(c) The Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in fully registered, book-entry form, without interest coupons, substantially in the form set forth in Exhibit A-2, deposited with or on behalf of DTC for the accounts of Thackeray Partners LLC and Ashgrove Enterprises, and registered in the name of a nominee of DTC (the "Regulation S Global Notes"). The CUSIP number for the Regulation S Global Notes shall be C89120 AA 5, and the ISIN shall be USC89120AA58.
(d) Each Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions, repurchases, transfers, consolidations, and cancellations.
(e) Notes shall be issuable only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No single Note shall be issued in a denomination in excess of the then outstanding aggregate principal amount of Notes.
(f) Each Note sold pursuant to Rule 144A shall bear the following legend (the "Rule 144A Legend"):
"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 NOTES TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM."
(g) Each Note sold pursuant to Regulation S shall bear the Regulation S legend set forth in Exhibit A-2.
Section 2.02 — Execution, Authentication, and Delivery
(a) The Notes shall be executed on behalf of the Issuer by two Officers of the Issuer, by manual or facsimile signature. If any Officer whose signature is on any Note no longer holds that office at the time such Note is authenticated, such Note shall nevertheless be valid.
(b) No Note shall be valid or obligatory for any purpose, or shall entitle the Holder thereof to any benefit under this Indenture, unless a certificate of authentication on such Note has been duly executed by a Responsible Officer of the Trustee by manual or facsimile signature. Such authentication shall constitute conclusive evidence that such Note has been duly authenticated and delivered under this Indenture. The Trustee shall, upon receipt of an Issuer Order (an "Authentication Order"), authenticate and deliver Notes for original issue in the aggregate principal amount specified in such Authentication Order.
(c) On the Issue Date (April 19, 2022), the Trustee shall authenticate and deliver Notes in the aggregate principal amount of $300,000,000 upon receipt of the following:
(i) an Issuer Order requesting such authentication and specifying the amount of Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, and the person or persons to whom initial delivery of the Notes is to be made (or the instructions for the crediting of such Notes through the facilities of DTC);
(ii) an Officer's Certificate certifying that all conditions precedent to the issuance of the Notes contained herein and in the Purchase Agreement have been complied with;
(iii

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