1039-00004 · Torchlight Mining Corp · Transaction Documents

tender-support-agreement-pinnacle.docx DOCUMENT M&A / Corporate

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TENDER AND SUPPORT AGREEMENT

Dated as of April 8, 2024

by and between

TORCHLIGHT MINING CORP.

and

PINNACLE VENTURE RESOURCES FUND II, LP

TENDER AND SUPPORT AGREEMENT

This TENDER AND SUPPORT AGREEMENT (this "Agreement") is made and entered into as of April 8, 2024, by and between Torchlight Mining Corp., a corporation organized under the laws of the Province of British Columbia, Canada ("Parent" or "Torchlight"), and Pinnacle Venture Resources Fund II, LP, a Delaware limited partnership (the "Stockholder" or "Pinnacle").

RECITALS

WHEREAS, Parent has commenced a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of common stock, par value $0.001 per share (the "Shares"), of Ridgeline Cobalt Inc., a Delaware corporation (the "Company" or "RCI"), at a price of $2.50 per Share, net to the holder in cash, without interest and subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 14, 2024, as filed with the United States Securities and Exchange Commission (the "SEC") on Schedule TO (SEC Accession No. 0001193125-24-072841), and the related Letter of Transmittal (together with all amendments and supplements thereto, the "Offer Documents");

WHEREAS, the aggregate consideration payable by Parent in the Offer for all 18,000,000 outstanding Shares of the Company is $45,000,000;

WHEREAS, the Stockholder is the record and beneficial owner of 3,600,000 Shares of common stock of the Company, representing approximately 20.0% of the issued and outstanding Shares of the Company;

WHEREAS, in addition to its ownership of the Covered Shares (as defined below), the Stockholder is also the holder of $7,800,000 aggregate principal amount of 6.5% Senior Secured Convertible Notes due June 30, 2026 (the "Convertible Notes"), issued by the Company pursuant to that certain Indenture dated as of June 30, 2022 (the "Indenture"), between the Company and the Stockholder, which Convertible Notes are convertible into 3,900,000 Shares at a conversion price of $2.00 per Share, subject to the terms and conditions of the Indenture;

WHEREAS, Parent and the Company intend to enter into an Offer-to-Purchase Agreement (the "Offer Agreement"), pursuant to which, among other things, following the successful completion of the Offer, Parent will consummate a merger of a wholly owned subsidiary of Parent with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent, and as a condition and material inducement to Parent's willingness to enter into the Offer Agreement, Parent has required that the Stockholder enter into this Agreement;

WHEREAS, Pinnacle Venture Resources GP II, LLC, a Delaware limited liability company, is the sole general partner of the Stockholder (the "General Partner"), and Theodore "Ted" Vanderhoek is the Managing Partner of the General Partner and has authority to execute this Agreement on behalf of the Stockholder; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Offer Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

"Agreement" means this Tender and Support Agreement, dated as of April 8, 2024, by and between Parent and the Stockholder, including all exhibits and schedules attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.

"Beneficially Own" (including the correlative terms "Beneficial Owner," "Beneficially Owned," and "Beneficial Ownership") has the meaning ascribed to such term in Rule 13d-3 promulgated under the Exchange Act.

"Closing" means the date on which the Shares validly tendered (and not properly withdrawn) in the Offer are first accepted for payment by Parent or its designee in accordance with the terms and conditions of the Offer and the Offer Documents.

"Company" means Ridgeline Cobalt Inc., a Delaware corporation, headquartered at 44 Lakeshore Drive, Suite 300, Marquette, Michigan 49855, Employer Identification Number 83-2196504.

"Convertible Notes" means the $7,800,000 in aggregate principal amount of the Company's 6.5% Senior Secured Convertible Notes due June 30, 2026, issued by the Company to the Stockholder pursuant to the Indenture dated as of June 30, 2022, between the Company and the Stockholder.

"Covered Shares" means (a) the 3,600,000 Shares of common stock of the Company owned of record and beneficially by the Stockholder as of the date hereof, as set forth on Exhibit A attached hereto, together with (b) any additional Shares of which the Stockholder acquires record or Beneficial Ownership after the date hereof, whether by purchase, conversion, exchange, stock dividend, stock split, recapitalization, reclassification, or any other means whatsoever.

"Depositary" means Hargrove Depositary Services, Inc., located at 55 Water Street, New York, New York 10041, or any successor depositary appointed by Parent in connection with the Offer.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder.

"Expiration Date" means the expiration date of the Offer as set forth in the Offer Documents, which initially is June 14, 2024, as the same may be extended from time to time in accordance with the terms of the Offer Agreement and the Offer Documents and applicable rules and regulations of the SEC.

"General Partner" means Pinnacle Venture Resources GP II, LLC, a Delaware limited liability company, which serves as the sole general partner of the Stockholder.

"Indenture" means that certain Indenture, dated as of June 30, 2022, between the Company, as issuer, and the Stockholder, as holder, governing the terms and conditions of the Convertible Notes.

"Note Payoff Amount" means the aggregate amount required to repay the Convertible Notes in full at the Closing, consisting of (a) $7,800,000 in outstanding principal amount, plus (b) all accrued and unpaid interest thereon from and including the last interest payment date (December 31, 2023) through and including the Closing Date, calculated at a rate of 6.5% per annum on an actual/365-day basis. For illustrative purposes, assuming a Closing Date of July 16, 2024 (reflecting 198 days of accrued interest from December 31, 2023), the accrued and unpaid interest would be $275,014, resulting in a total Note Payoff Amount of $8,075,014. The actual Note Payoff Amount shall be calculated as of the actual Closing Date and shall be set forth in a payoff letter to be delivered by the Stockholder not fewer than three (3) business days prior to the Closing.

"Offer" means the cash tender offer by Parent to purchase all of the outstanding Shares of common stock of the Company at a price of $2.50 per Share, net to the holder in cash, without interest and subject to applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer Documents.

"Offer Agreement" means the Offer-to-Purchase Agreement to be entered into between Parent and the Company, which agreement is anticipated to be dated on or about May 2, 2024, together with all exhibits, schedules, and annexes thereto, as the same may be amended, modified, or supplemented from time to time in accordance with its terms.

"Parent" means Torchlight Mining Corp., a corporation organized under the laws of the Province of British Columbia, Canada, headquartered at 1200 – 885 West Georgia Street, Vancouver, British Columbia V6C 3E8, Canada, Employer Identification Number 98-0743218.

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

"Stockholder" means Pinnacle Venture Resources Fund II, LP, a Delaware limited partnership, Employer Identification Number 84-3317629, with principal offices located at 75 Ashbury Asset Advisors, Suite 1400, Boston, Massachusetts 02109.

"Transfer" means any direct or indirect sale, assignment, transfer, pledge, hypothecation, encumbrance, gift, bequest, or other disposition (whether with or without consideration, whether voluntarily or involuntarily or by operation of law), including, without limitation, the creation of any derivative security (as defined in Rule 16a-1 under the Exchange Act) with respect to, or entry into any swap, hedging, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, any Covered Shares or any interest therein. The term "Transfer" shall also include any agreement, arrangement, or understanding, whether or not in writing, to effect any of the foregoing.

Section 1.2 — Interpretation

Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement as a whole and not to any particular Article, Section, or other subdivision; (d) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (e) references to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder; (f) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, supplemented, or modified from time to time in accordance with the terms thereof; (g) references to "days" shall mean calendar days unless "business days" are specified; (h) all references to "dollars" or "$" shall mean United States dollars unless otherwise specified; (i) all references to "C$" shall mean Canadian dollars; (j) section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement; and (k) all exhibits and schedules attached hereto are hereby incorporated by reference and made a part of this Agreement.

ARTICLE II — AGREEMENT TO TENDER

Section 2.1 — Agreement to Tender Shares

(a) The Stockholder hereby irrevocably agrees to validly tender (or cause to be validly tendered), and not to withdraw (or cause to be withdrawn), all of the Covered Shares into the Offer, free and clear of all liens, claims, charges, encumbrances, pledges, security interests, options, rights of first refusal, proxies (other than any proxy granted pursuant to this Agreement), voting trusts or agreements, and restrictions of any kind or nature whatsoever. Such tender shall be made no later than ten (10) business days prior to the then-scheduled Expiration Date of the Offer (as such Expiration Date may be extended from time to time in accordance with the Offer Documents and the Offer Agreement).

(b) The Stockholder shall effect the tender of the Covered Shares by delivering, or causing to be delivered, to the Depositary at its offices located at 55 Water Street, New York, New York 10041, a properly completed and duly executed Letter of Transmittal with respect to all Covered Shares, together with all other documents or instruments required to be delivered in connection with such tender pursuant to the terms of the Offer Documents.

(c) The Stockholder shall deliver, or cause Dominion Transfer & Trust Co., the transfer agent for the Company, located at 1100 Centre Street, Suite 600, Wilmington, Delaware 19805, to deliver, the Covered Shares in book-entry form through the facilities of The Depository Trust Company to the account of the Depositary, in accordance with the procedures set forth in the Offer Documents and the Letter of Transmittal. The Stockholder shall cooperate with and take all actions reasonably requested by the Depositary or the transfer agent in order to effectuate the tender of the Covered Shares in compliance with the Offer Documents.

(d) If the Stockholder is the beneficial but not the record holder of any Covered Shares, the Stockholder shall use its reasonable best efforts to cause the record holder of such Covered Shares to tender such Covered Shares into the Offer in accordance with the terms of this Section 2.1, including by delivering all necessary instructions, powers of attorney, or other authorizations to such record holder.

Section 2.2 — No Withdrawal

The Stockholder hereby agrees that, once any Covered Shares have been validly tendered in accordance with Section 2.1 hereof, the Stockholder shall not withdraw, and shall not permit to be withdrawn, any such Covered Shares from the Offer, except (a) as required by applicable law (including, without limitation, Rule 14e-1(c) under the Exchange Act), (b) if this Agreement is validly terminated in accordance with Article VII hereof, or (c) if the Offer is terminated or expired without any Shares having been accepted for payment by Parent or its designee. In the event of a valid withdrawal pursuant to clause (b) or (c) of this Section 2.2, the Stockholder shall promptly take all actions necessary to effect such withdrawal and the Covered Shares shall be returned to the Stockholder in accordance with the procedures set forth in the Offer Documents.

Section 2.3 — Consent to Note Repayment

(a) The Stockholder hereby irrevocably consents to the repayment in full of the Convertible Notes at the Closing in an amount equal to the Note Payoff Amount, consisting of $7,800,000 in outstanding principal amount plus accrued and unpaid interest of $275,014 (calculated from December 31, 2023 through an assumed Closing Date of July 16, 2024 at 6.5% per annum on an actual/365-day basis), for a total Note Payoff Amount of $8,075,014 (subject to adjustment based on the actual Closing Date as provided in the definition of Note Payoff Amount herein).

(b) The Stockholder acknowledges and agrees that, upon payment of the Note Payoff Amount to the Stockholder in accordance with Section 6.2 hereof, (i) the Convertible Notes shall be automatically cancelled and retired and shall be of no further force or effect, (ii) the Indenture dated as of June 30, 2022 shall be deemed satisfied and discharged in full in accordance with its terms, and (iii) all liens, security interests, and encumbrances granted by the Company in favor of the Stockholder pursuant to the Indenture or any related security documents shall be automatically released and terminated. The Stockholder shall, at the Closing, deliver to Parent (or its designee) the original Convertible Notes marked "Cancelled" and shall execute and deliver such instruments of release, satisfaction, and termination as Parent may reasonably request to evidence the satisfaction and discharge of the Indenture and the release of all related security interests.

(c) The Stockholder hereby irrevocably agrees that, during the period commencing on the date hereof and continuing through and including the Closing Date (or the earlier termination of this Agreement pursuant to Article VII), the Stockholder shall not exercise, and hereby waives, any right to convert all or any portion of the Convertible Notes into Shares or any other securities of the Company. The Stockholder further waives any right to receive any make-whole premium, fundamental change payment, or other additional consideration in connection with the repayment of the Convertible Notes at the Closing.

(d) The Stockholder acknowledges and agrees that acceptance of the Note Payoff Amount at the Closing shall constitute full and complete satisfaction, release, and discharge of all obligations of the Company, and of Parent and its affiliates (including any surviving entity following the merger), under the Convertible Notes, the Indenture, and all related agreements, instruments, and security documents, and the Stockholder shall have no further rights, claims, or interests arising under or in connection with the Convertible Notes, the Indenture, or any related agreements following receipt of the Note Payoff Amount.

Section 2.4 — Adjustments to Covered Shares

(a) If, at any time after the date hereof and prior to the termination of this Agreement, the Stockholder acquires record or Beneficial Ownership of any additional Shares (whether by purchase, conversion, exchange, stock dividend, stock split, distribution, recapitalization, reclassification, exercise of any option, warrant, or convertible security, or otherwise), such additional Shares shall automatically and without further action of the parties become "Covered Shares" for all purposes of this Agreement, and the Stockholder shall promptly notify Parent of the acquisition of such additional Shares and shall tender (or cause to be tendered) such additional Shares into the Offer in accordance with the provisions of Section 2.1 hereof.

(b) For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Stockholder shall not convert any portion of the Convertible Notes into Shares during the term of this Agreement as set forth in Section 2.3(c) above. However, if any conversion of the Convertible Notes into Shares occurs notwithstanding the provisions of Section 2.3(c) (whether inadvertently, by operation of law, or otherwise), all Shares issued upon such conversion shall automatically constitute Covered Shares subject to the terms and conditions of this Agreement, including, without limitation, the obligation to tender such Shares into the Offer in accordance with Section 2.1 and the transfer restrictions set forth in Section 5.3.

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

The Stockholder hereby represents and warrants to Parent as follows:

Section 3.1 — Organization and Authority

(a) Pinnacle Venture Resources Fund II, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited partnership power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

(b) Pinnacle Venture Resources GP II, LLC, the General Partner of the Stockholder, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to execute and deliver this Agreement on behalf of the Stockholder and to consummate the transactions contemplated hereby and to perform all of the obligations of the Stockholder hereunder.

(c) Theodore "Ted" Vanderhoek, in his capacity as the Managing Partner of the General Partner, has full power and authority to execute this Agreement and all documents and instruments contemplated hereby on behalf of the Stockholder.

Section 3.2 — Ownership of Shares

(a) As of the date hereof, the Stockholder is the record and Beneficial Owner of 3,600,000 Shares of common stock, par value $0.001 per share, of the Company, representing approximately 20.0% of the 18,000,000 Shares of common stock of the Company issued and outstanding as of the date hereof. The Stockholder's ownership of such Shares is set forth on Exhibit A attached hereto.

(b) The Stockholder holds all of the Covered Shares free and clear of all liens, pledges, encumbrances, security interests, options, rights of first refusal, rights of first offer, preemptive rights, claims, charges, restrictions on transfer, proxies, voting trusts or agreements, and adverse claims of any kind or nature whatsoever, other than (i) restrictions on transfer imposed by applicable federal and state securities laws, and (ii) restrictions arising under this Agreement.

(c) The Stockholder has sole voting power and sole power of disposition with respect to all of the Covered Shares, and has not granted any proxy or power of attorney with respect to any Covered Shares that is still in effect.

(d) Other than the Covered Shares and the Convertible Notes (which are convertible into 3,900,000 Shares at a conversion price of $2.00 per Share), the Stockholder does not own, of record or beneficially, any other equity securities of the Company, or any options, warrants, convertible securities, exchangeable securities, or other rights to acquire any equity securities of the Company. The Stockholder is not a party to any agreement, arrangement, or understanding with respect to the voting or disposition of any equity securities of the Company, other than as set forth in this Agreement.

Section 3.3 — Ownership of Convertible Notes

(a) The Stockholder is the sole record and beneficial holder of $7,800,000 aggregate principal amount of the Company's 6.5% Senior Secured Convertible Notes due June 30, 2026, issued pursuant to the Indenture dated as of June 30, 2022, between the Company and the Stockholder. The Stockholder holds such Convertible Notes free and clear of all liens, pledges, encumbrances, security interests, and adverse claims of any kind or nature whatsoever.

(b) The Convertible Notes are convertible into 3,900,000 Shares of common stock of the Company at a conversion price of $2.00 per Share, subject to the terms and conditions of the Indenture. No portion of the Convertible Notes has been converted, redeemed, repurchased, or repaid prior to the date hereof (other than scheduled interest payments, the most recent of which was made on December 31, 2023).

(c) There are no defaults or events of default existing under the Convertible Notes or the Indenture, and no event has occurred that, with the giving of notice or the lapse of time or both, would constitute a default or event of default thereunder.

Section 3.4 — Authorization; Binding Effect

(a) The execution, delivery, and performance of this Agreement by the Stockholder, and the consummation by the Stockholder of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of the Stockholder and its General Partner, including, without limitation, any approvals required under the limited partnership agreement of the Stockholder and the operating agreement of the General Partner.

(b) This Agreement has been duly executed and delivered by the Stockholder (acting through its General Partner) and constitutes a legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law).

Section 3.5 — No Conflicts

The execution, delivery, and performance of this Agreement by the Stockholder, and the consummation by the Stockholder of the transactions contemplated hereby, do not and will not (a) conflict with, or result in any violation or breach of, any provision of the certificate of limited partnership, limited partnership agreement, or other organizational documents of the Stockholder, (b) conflict with, or result in any violation or breach of, any provision of the certificate of formation, operating agreement, or other organizational documents of the General Partner, (c) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation, modification, or acceleration of any obligation or to the loss of a benefit under, the Indenture or any Convertible Note, (d) conflict with, or result in any violation of, any applicable law, statute, rule, regulation, order, judgment, injunction, or decree applicable to the Stockholder or by which any of the Stockholder's properties or assets (including the Covered Shares and the Convertible Notes) are bound, or (e) require any consent, waiver, or approval under any contract, agreement, or instrument to which the Stockholder or the General Partner is a party or by which any of their respective properties or assets are bound.

Section 3.6 — No Consents

No consent, approval, order, or authorization of, or registration, declaration, qualification, or filing with, any governmental authority, regulatory body, or other third party is required to be obtained or made by or with respect to the Stockholder or the General Partner in connection with the execution, delivery, and performance by the Stockholder of this Agreement or the consummation of the transactions contemplated hereby, other than (a) any filings as may be required under Section 13(d) or Section 16 of the Exchange Act, or any rules or regulations promulgated thereunder, with respect to changes in beneficial ownership of equity securities of the Company, and (b) any filings or notifications that may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to the extent applicable.

Section 3.7 — Litigation

There is no action, suit, claim, proceeding, arbitration, or investigation pending or, to the knowledge of the Stockholder, threatened against the Stockholder or the General Partner, at law or in equity, before or by any court, tribunal, governmental body, or agency, that (a) would reasonably be expected to impair the ability of the Stockholder to perform its obligations under this Agreement in any material respect, (b) challenges the validity or enforceability of this Agreement, or (c) seeks to restrain, enjoin, or prohibit the consummation of the transactions contemplated hereby. To the knowledge of the Stockholder, no event has occurred or circumstances exist that would reasonably be expected to give rise to or serve as a basis for any such action, suit, claim, proceeding, arbitration, or investigation.

Section 3.8 — Brokers and Finders

No broker, finder, investment banker, financial advisor, or other person is entitled to any brokerage fee, finder's fee, financial advisory fee, or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Stockholder or the General Partner, and the Stockholder shall indemnify and hold harmless Parent from and against any claim for any such fee or commission asserted by any person based upon any such arrangement or agreement.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF PARENT

Parent hereby represents and warrants to the Stockholder as follows:

Section 4.1 — Organization and Authority

(a) Torchlight Mining Corp. is a corporation duly organized, validly existing, and in good standing under the laws of the Province of British Columbia, Canada. Parent has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

(b) Parent is duly registered as a foreign private issuer with the SEC and is subject to the reporting requirements of the Exchange Act. The Shares of Parent's common stock are listed and traded on the Toronto Stock Exchange under the symbol "TMC.TO" and on the New York Stock Exchange under the symbol "TMC."

Section 4.2 — Authorization; Binding Effect

(a) The execution, delivery, and performance of this Agreement by Parent, and the consummation by Parent of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Parent, including, without limitation, approval by the Board of Directors of Parent at a duly convened meeting held on March 14, 2024. No other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery, and performance of this Agreement.

(b) This Agreement has been duly executed and delivered by Parent and constitutes a legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law).

Section 4.3 — No Conflicts

The execution, delivery, and performance of this Agreement by Parent, and the consummation by Parent of the transactions contemplated hereby, do not and will not (a) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, notice of articles, bylaws, or other organizational documents of Parent, (b) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation, modification, or acceleration of any obligation under, any material contract, agreement, or instrument to which Parent is a party or by which any of Parent's properties or assets are bound, including, without limitation, Parent's revolving credit facility with Meridian Commercial Bank, N.A., or (c) conflict with, or result in any violation of, any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any jurisdiction applicable to Parent or by which any of Parent's properties or assets are bound.

Section 4.4 — Sufficient Funds

(a) Parent has, and at the Closing will have, sufficient cash, available lines of credit, or other sources of immediately available funds to (i) pay the aggregate consideration of $45,000,000 for all 18,000,000 outstanding Shares of the Company in connection with the Offer, (ii) pay the Note Payoff Amount of $8,075,014 (or such other amount as may be calculated based on the actual Closing Date) to the Stockholder at the Closing, and (iii) pay all fees, costs, and expenses required to be paid by Parent in connection with the transactions contemplated by this Agreement, the Offer Agreement, and the Offer Documents.

(b) Parent intends to fund the Offer consideration, the Note Payoff Amount, and related transaction costs from a combination of (i) cash on hand, and (ii) a draw on its existing C$500,000,000 revolving credit facility with Meridian Commercial Bank, N.A. (as administrative agent and lender), pursuant to that certain Amended and Restated Credit Agreement dated as of September 15, 2022, as amended, maturing September 15, 2027 (the "Credit Facility"). As of the date hereof, Parent anticipates drawing approximately C$40,000,000 (approximately US$29,200,000, based on an exchange rate of C$1.00 = US$0.73) under the Credit Facility at or prior to the Closing. Parent has confirmed that sufficient availability exists under the Credit Facility to fund such draw, and no event of default or condition that, with the giving of notice or the passage of time or both, would constitute an event of default, exists or is continuing under the Credit Facility.

(c) There is no financing condition or contingency to the Offer or to Parent's obligation to consummate the transactions contemplated by this Agreement. Parent acknowledges and agrees that its obligations hereunder, including, without limitation, the obligation to pay the consideration for the Covered Shares tendered in the Offer and the Note Payoff Amount, are not conditioned on the receipt or availability of any financing.

ARTICLE V — COVENANTS OF THE STOCKHOLDER

Section 5.1 — Voting Covenant

(a) Until the termination of this Agreement in accordance with Article VII hereof, the Stockholder hereby irrevocably agrees that, at any annual or special meeting of the stockholders of the Company (or any adjournment, postponement, or continuation thereof), however called, and in any action by written consent of the stockholders of the Company in lieu of a meeting, the Stockholder shall:

(i) appear at each such meeting or otherwise cause all Covered Shares to be counted as present thereat for purposes of calculating a quorum;

(ii) vote (or cause to be voted), in person or by proxy, all Covered Shares in favor of (A) approval and adoption of the Offer, the Offer Agreement, and the merger of a wholly owned subsidiary of Parent with and into the Company as contemplated thereby, (B) approval of any proposal to adjourn or postpone any meeting of stockholders at which any of the foregoing matters are submitted for the consideration and vote of the stockholders of the Company, and (C) any other matter necessary or reasonably requested by Parent for the consummation of the transactions contemplated by the Offer Agreement; and

(iii) vote (or cause to be voted), in person or by proxy, all Covered Shares against (A) any Acquisition Proposal or Superior Proposal (as such terms are defined in the Offer Agreement) other than the Offer and the merger contemplated by the Offer Agreement, (B) any action, proposal, transaction, or agreement that would reasonably be expected to impede, interfere with, delay, postpone, discourage, prevent, or materially adversely affect the consummation of the Offer, the merger, or any of the other transactions contemplated by the Offer Agreement, (C) any action, proposal, or agreement that would result in a breach of any representation, warranty, covenant, or obligation of the Company under the Offer Agreement, and (D) any change in the present capitalization of the Company or any amendment to the Company's certificate of incorporation or bylaws that would be inconsistent with, or impede the consummation of, the transactions contemplated by the Offer Agreement.

(b) The voting obligations set forth in this Section 5.1 shall apply whether or not the Board of Directors of the Company recommends such actions, and regardless of any change in the recommendation of the Board of Directors of the Company (including any adverse recommendation change permitted under the Offer Agreement).

(c) To the fullest extent permitted by applicable law, the Stockholder hereby grants to Parent and its designees an irrevocable proxy, coupled with an interest, to vote all Covered Shares in the manner set forth in this Section 5.1, which proxy shall be effective for the term of this Agreement as more fully described in Exhibit B attached hereto.

Section 5.2 — No Solicitation

(a) The Stockholder hereby agrees that, from the date hereof until the termination of this Agreement in accordance with Article VII, the Stockholder shall not, and shall cause its affiliates, partners (general and limited), managers, members, officers, directors, employees, agents, advisors, and representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant, or other representative retained by or acting on behalf of the Stockholder or any of its affiliates) (collectively, "Representatives") not to, directly or indirectly:

(i) solicit, initiate, propose, seek, or knowingly facilitate or encourage (including by way of furnishing non-public information) any inquiry, proposal, offer, or indication of interest that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal;

(ii) enter into, continue, or otherwise participate in any discussions, negotiations, or communications with any person (other than Parent and its affiliates and Representatives) regarding, or that could reasonably be expected to lead to, an Acquisition Proposal;

(iii) provide or cause to be provided any non-public or confidential information or data regarding the Company, its subsidiaries, or their respective businesses, properties, assets, or operations to any person (other than Parent and its affiliates and Representatives) in connection with, or in furtherance of, an Acquisition Proposal or any inquiry, proposal, or indication of interest that could reasonably be expected to lead to an Acquisition Proposal;

(iv) enter into any agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, joint venture agreement, partnership agreement, or other contract, arrangement, or understanding (whether binding or non-binding) with respect to, or that contemplates, an Acquisition Proposal; or

(v) resolve, agree, or propose to do any of the foregoing.

(b) The Stockholder shall, and shall cause its affiliates and Representatives to, immediately cease and cause to be terminated all existing discussions, negotiations, and communications, if any, with any person (other than Parent and its affiliates and Representatives) with respect to any Acquisition Proposal or any inquiry, proposal, or indication of interest that could reasonably be expected to lead to an Acquisition Proposal.

(c) The Stockholder shall notify Parent promptly (and in any event within forty-eight (48) hours) after receipt by the Stockholder or any of its affiliates or Representatives of (i) any Acquisition Proposal, (ii) any inquiry, proposal, offer, or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, or (iii) any request for non-public or confidential information relating to the Company or its subsidiaries from any person in connection with an Acquisition Proposal. Such notification shall include the identity of the person making such Acquisition Proposal, inquiry, or request, and the material terms and conditions thereof (including, if applicable, copies of any written proposals, offers, or correspondence).

Section 5.3 — Transfer Restrictions

(a) During the term of this Agreement, the Stockholder shall not, directly or indirectly, Transfer any Covered Shares or any interest therein, or enter into any contract, option, commitment, or other arrangement or understanding with respect to the Transfer of any Covered Shares or any interest therein.

(b) During the term of this Agreement, the Stockholder shall not create, or permit to exist, any lien, pledge, mortgage, security interest, charge, encumbrance, claim, option, right of first refusal, right of first offer, or restriction of any kind or nature whatsoever on any Covered Shares.

(c) During the term of this Agreement, the Stockholder shall not (i) convert any portion of the Convertible Notes into Shares or any other securities of the Company, (ii) deposit any Covered Shares into a voting trust or enter into any voting agreement, voting trust, or similar arrangement or agreement with respect to any Covered Shares (other than this Agreement), or (iii) grant any proxy, consent, or power of attorney with respect to any Covered Shares, in each case other than as expressly contemplated by this Agreement (including the irrevocable proxy granted pursuant to Section 5.1(c) hereof and Exhibit B hereto).

(d) Any Transfer or attempted Transfer of Covered Shares in violation of this Section 5.3 shall be null and void ab initio and of no force or effect, and the Company and its transfer agent shall not register any such Transfer on the stock transfer books of the Company.

Section 5.4 — No Appraisal Rights

To the fullest extent permitted by applicable law, the Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or perfect, any appraisal rights or dissenters' rights under Section 262 of the Delaware General Corporation Law (or any successor provision thereto), or any similar rights under any other applicable law, with respect to any Covered Shares in connection with the Offer, the merger contemplated by the Offer Agreement, or any of the other transactions contemplated thereby. The Stockholder further agrees not to commence, join in, or otherwise participate in any class action, derivative action, or other proceeding against Parent, the Company, or any of their respective affiliates, officers, directors, or agents relating to the negotiation, execution, or delivery of this Agreement, the Offer Agreement, or the consummation of the Offer or the merger.

Section 5.5 — Further Assurances

The Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents, certificates, instruments, and agreements, and take, or cause to be taken, all such further actions, as Parent may reasonably request or as may be reasonably necessary or advisable to effectuate the purposes and intent of this Agreement, including, without limitation, (a) executing any additional Letter of Transmittal, letter of direction, or depositary documentation required by the Depositary, (b) delivering any certificates, powers of attorney, or endorsements required to effect the tender of the Covered Shares, and (c) cooperating with Parent and its Representatives in connection with any filings or submissions required to be made with any governmental authority in connection with the Offer, the merger, or the transactions contemplated by the Offer Agreement.

Section 5.6 — Notification of Certain Matters

The Stockholder shall promptly (and in any event within two (2) business days) notify Parent in writing of (a) any material change in the number of Covered Shares Beneficially Owned by the Stockholder (including any acquisition or disposition, whether voluntary or involuntary), (b) the occurrence or non-occurrence of any event or development that would cause or would reasonably be expected to cause any representation or warranty of the Stockholder contained in this Agreement to be untrue or inaccurate in any material respect, (c) any legal proceeding, action, suit, claim, arbitration, or investigation commenced, or to the knowledge of the Stockholder, threatened, against the Stockholder, the General Partner, or any of their respective affiliates in connection with this Agreement, the Offer, the merger, or the transactions contemplated by the Offer Agreement, and (d) any failure or anticipated failure of the Stockholder to comply with or satisfy any covenant, condition, or obligation to be complied with or satisfied by the Stockholder under this Agreement.

ARTICLE VI — COVENANTS OF PARENT

Section 6.1 — Offer and Merger

(a) Parent shall use its commercially reasonable efforts to consummate the Offer and the subsequent merger on the terms and subject to the conditions set forth in the Offer Agreement and the Offer Documents, and shall comply in all material respects with its obligations under the Offer Agreement and applicable law in connection therewith.

(b) Parent shall not, without the prior written consent of the Stockholder, amend, modify, supplement, or waive any term or condition of the Offer or the Offer Documents in a manner that is materially adverse to the Stockholder, including, without limitation, (i) reducing the Offer price below $2.50 per Share, (ii) changing the form of consideration payable in the Offer from cash to any other form of consideration (including securities, promissory notes, or other non-cash consideration), (iii) decreasing the number of Shares sought in the Offer, (iv) imposing additional conditions to the Offer not contained in the Offer Documents as of the date hereof, or (v) otherwise amending, modifying, or waiving any term or condition of the Offer in a manner materially adverse to the holders of Shares (including the Stockholder).

(c) Parent shall promptly notify the Stockholder of (i) any extension of the Expiration Date, (ii) any amendment or supplement to the Offer Documents, and (iii) the satisfaction or waiver of the conditions to the Offer as set forth in the Offer Documents.

Section 6.2 — Payment of Note Payoff Amount

(a) At the Closing, Parent shall cause the Company (or, if the merger has been consummated prior to or simultaneously with the Closing, the surviving entity) to pay the Note Payoff Amount to the Stockholder by wire transfer of immediately available funds to the account or accounts designated by the Stockholder in writing not fewer than three (3) business days prior to the Closing Date. The Note Payoff Amount shall consist of (i) $7,800,000 in outstanding principal amount of the Convertible Notes, plus (ii) accrued and unpaid interest on the Convertible Notes calculated from and including December 31, 2023 (the last interest payment date) through and including the Closing Date at a rate of 6.5% per annum on an actual/365-day basis. For illustrative purposes, assuming a Closing Date of July 16, 2024 (reflecting 198 days of accrued interest), the accrued and unpaid interest would be $275,014, and the total Note Payoff Amount would be $8,075,014.

(b) The payment of the Note Payoff Amount shall be made simultaneously with the acceptance by Parent (or its designee) of the Covered Shares and all other Shares validly tendered (and not withdrawn) in the Offer for payment. Parent shall not accept any Shares for payment in the Offer unless and until the Note Payoff Amount has been paid or irrevocably deposited for payment to the Stockholder in accordance with this Section 6.2.

(c) Parent shall deliver to the Stockholder at the Closing a payoff confirmation letter confirming (i) the calculation of the Note Payoff Amount, (ii) the payment of such amount, and (iii) the discharge and satisfaction of the Indenture and the release of all related security interests.

Section 6.3 — Payment for Tendered Shares

At the Closing, Parent shall cause the Depositary to pay to the Stockholder $2.50 per Share, net to the Stockholder in cash, without interest and subject to any applicable withholding of taxes, for each of the 3,600,000 Covered Shares validly tendered (and not withdrawn) in the Offer, for aggregate consideration of $9,000,000, in accordance with the terms and procedures set forth in the Offer Documents. Payment shall be made by check mailed to the address specified in the Letter of Transmittal or by wire transfer of immediately available funds, as elected by the Stockholder in the Letter of Transmittal.

ARTICLE VII — TERMINATION

Section 7.1 — Termination Events

This Agreement shall terminate automatically and without any further action on the part of any party hereto upon the earliest to occur of the following:

(a) the mutual written agreement of Parent and the Stockholder to terminate this Agreement;

(b) the Closing, with respect to all obligations of the parties hereunder other than those obligations that by their terms expressly survive the Closing (including, without limitation, the payment obligations set forth in Sections 6.2 and 6.3 hereof and the provisions of Article VIII hereof);

(d) any amendment, modification, supplement, or waiver to the Offer Agreement or the Offer Documents that (i) reduces the Offer price below $2.50 per Share, (ii) changes the form of consideration payable in the Offer from all cash to any other form of consideration, (iii) imposes additional conditions to the Offer not contained in the Offer Documents as of the date hereof, or (iv) extends the Expiration Date to a date beyond October 31, 2024, in each case, without the prior written consent of the Stockholder; and

(e) the Outside Date (as defined in the Offer Agreement), if the Closing has not occurred on or prior to such date; provided that the right to terminate this Agreement pursuant to this clause (e) shall not be available to any party whose willful breach of this Agreement or the Offer Agreement has been the primary cause of or has primarily resulted in the failure of the Closing to occur on or prior to the Outside Date.

Section 7.2 — Effect of Termination

(a) Upon termination of this Agreement in accordance with Section 7.1, this Agreement shall forthwith become null and void and of no further force or effect, and no party hereto shall have any further liability or obligation hereunder, except that (i) nothing in this Section 7.2 shall relieve any party from liability for any willful and material breach of this Agreement occurring prior to such termination, and (ii) the provisions of this Article VII and Article VIII (Miscellaneous) shall survive any termination of this Agreement and remain in full force and effect.

(b) For purposes of this Agreement, "willful breach" shall mean a material breach of this Agreement that is a consequence of an intentional act or intentional failure to act by a party with actual knowledge that such act or failure to act would constitute or result in a breach of this Agreement.

ARTICLE VIII — MISCELLANEOUS

Section 8.1 — Notices

All notices, requests, demands, claims, consents, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by electronic mail (provided that no automated "bounce back" or similar non-delivery message is received by the sender), (c) one (1) business day after being sent by nationally recognized overnight courier service (with confirmation of delivery), or (d) three (3) business days after being mailed by registered or certified mail (return receipt requested, postage prepaid), addressed as follows (or to such other address or email address as a party may designate by notice given in accordance with this Section 8.1):

If to Parent:

Torchlight Mining Corp. 1200 – 885 West Georgia Street Vancouver, British Columbia V6C 3E8 Canada

Attention: Nils Brenner, Senior Vice President, Corporate Development

Email: nbrenner@torchlightmining.com

with a copy to (which shall not constitute notice):

Patricia Edevane, General Counsel Torchlight Mining Corp. 1200 – 885 West Georgia Street Vancouver, British Columbia V6C 3E8 Canada

Email: pedevane@torchlightmining.com

with a copy to counsel (which shall not constitute notice):

Calderwood & Harkness LLP 900 Third Avenue, 28th Floor New York, New York 10022

Attention: Beatrice Holloway

Email: bholloway@calderwoodharkness.com

If to the Stockholder:

Pinnacle Venture Resources Fund II, LP c/o Pinnacle Venture Resources GP II, LLC 75 Ashbury Asset Advisors, Suite 1400 Boston, Massachusetts 02109

Attention: Theodore "Ted" Vanderhoek, Managing Partner

Email: tvanderhoek@pinnaclevr.com

Section 8.2 — Entire Agreement

This Agreement, together with the Exhibit A and Exhibit B attached hereto, the Offer Agreement, and the Offer Documents, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with respect to such subject matter. There are no representations, warranties, covenants, agreements, or other terms or provisions, express or implied, relating to the subject matter hereof other than those contained or expressly referred to in this Agreement.

Section 8.3 — Amendments and Waivers

(a) No provision of this Agreement may be amended, modified, or supplemented except by an instrument in writing signed by each of the parties hereto.

(b) No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party granting such waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), and no such waiver shall constitute a continuing waiver unless otherwise expressly provided in writing. The failure or delay of any party to enforce any provision of this Agreement shall not operate as a waiver of such provision or of any other provision hereof.

Section 8.4 — Severability

If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon a determination that any term, provision, covenant, or restriction is invalid, illegal, void, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 8.5 — Assignment

This Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto, and any attempted assignment without such consent shall be null and void; provided, however, that Parent may, without the consent of the Stockholder, assign any or all of its rights and obligations under this Agreement to any direct or indirect wholly owned subsidiary of Parent, provided that no such assignment shall relieve Parent of any of its obligations hereunder, and Parent shall remain jointly and severally liable with any such assignee for the performance of all of Parent's obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

Section 8.6 — Governing Law

This Agreement and all claims, controversies, disputes, and causes of action (whether in contract, tort, or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby, or the negotiation, execution, or performance of this Agreement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 8.7 — Jurisdiction; Venue; Waiver of Jury Trial

(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state court or federal court of the United States of America sitting in the State of Delaware, and in each case, any appellate court therefrom), in any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition or enforcement of any judgment resulting therefrom, and each of the parties hereby irrevocably and unconditionally agrees that all claims with respect to any such action, suit, or proceeding may be heard and determined in such courts.

(b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (i) any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any court referred to in Section 8.7(a), and (ii) the defense of an inconvenient forum to the maintenance of such action, suit, or proceeding in any such court.

(c) Each of the parties hereto agrees that a final judgment in any action, suit, or proceeding described in Section 8.7(a) shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(d) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT HEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.7(d).

Section 8.8 — Specific Performance

The parties hereto acknowledge and agree that irreparable damage and harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages alone would not be an adequate remedy therefor. Accordingly, in addition to any other remedy to which a party may be entitled at law or in equity, each party hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including the Stockholder's obligations to tender the Covered Shares and to comply with the voting and transfer restriction covenants set forth herein), in each case without the necessity of proving actual damages or posting any bond or other security, and each party further agrees that it will not oppose or otherwise challenge the granting of an injunction, specific performance, or other equitable relief on the basis that the other party has an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or in equity. The rights and remedies set forth in this Section 8.8 are cumulative and shall be in addition to any other rights or remedies available to the parties at law or in equity.

Section 8.9 — Expenses

Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne and paid by the party incurring such costs and expenses, including, without limitation, all fees and disbursements of legal counsel, financial advisors, accountants, and other professionals engaged by such party.

Section 8.10 — No Third-Party Beneficiaries

This Agreement is for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person (including, without limitation, any stockholder, creditor, employee, or agent of the Company or any of its subsidiaries) any right, benefit, remedy, claim, or cause of action of any kind or nature whatsoever under or by reason of this Agreement. Without limiting the foregoing, no provision of this Agreement shall create any third-party beneficiary rights in any person in respect of any obligations of the parties hereto.

Section 8.11 — Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Agreement. The words "execution," "signed," "signature," and words of like import shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping

TENDER AND SUPPORT AGREEMENT
Dated as of April 8, 2024
by and between
TORCHLIGHT MINING CORP.
and
PINNACLE VENTURE RESOURCES FUND II, LP
TENDER AND SUPPORT AGREEMENT
This TENDER AND SUPPORT AGREEMENT (this "Agreement") is made and entered into as of April 8, 2024, by and between Torchlight Mining Corp., a corporation organized under the laws of the Province of British Columbia, Canada ("Parent" or "Torchlight"), and Pinnacle Venture Resources Fund II, LP, a Delaware limited partnership (the "Stockholder" or "Pinnacle").
RECITALS
WHEREAS, Parent has commenced a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of common stock, par value $0.001 per share (the "Shares"), of Ridgeline Cobalt Inc., a Delaware corporation (the "Company" or "RCI"), at a price of $2.50 per Share, net to the holder in cash, without interest and subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 14, 2024, as filed with the United States Securities and Exchange Commission (the "SEC") on Schedule TO (SEC Accession No. 0001193125-24-072841), and the related Letter of Transmittal (together with all amendments and supplements thereto, the "Offer Documents");
WHEREAS, the aggregate consideration payable by Parent in the Offer for all 18,000,000 outstanding Shares of the Company is $45,000,000;
WHEREAS, the Stockholder is the record and beneficial owner of 3,600,000 Shares of common stock of the Company, representing approximately 20.0% of the issued and outstanding Shares of the Company;
WHEREAS, in addition to its ownership of the Covered Shares (as defined below), the Stockholder is also the holder of $7,800,000 aggregate principal amount of 6.5% Senior Secured Convertible Notes due June 30, 2026 (the "Convertible Notes"), issued by the Company pursuant to that certain Indenture dated as of June 30, 2022 (the "Indenture"), between the Company and the Stockholder, which Convertible Notes are convertible into 3,900,000 Shares at a conversion price of $2.00 per Share, subject to the terms and conditions of the Indenture;
WHEREAS, Parent and the Company intend to enter into an Offer-to-Purchase Agreement (the "Offer Agreement"), pursuant to which, among other things, following the successful completion of the Offer, Parent will consummate a merger of a wholly owned subsidiary of Parent with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent, and as a condition and material inducement to Parent's willingness to enter into the Offer Agreement, Parent has required that the Stockholder enter into this Agreement;
WHEREAS, Pinnacle Venture Resources GP II, LLC, a Delaware limited liability company, is the sole general partner of the Stockholder (the "General Partner"), and Theodore "Ted" Vanderhoek is the Managing Partner of the General Partner and has authority to execute this Agreement on behalf of the Stockholder; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Offer Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Agreement" means this Tender and Support Agreement, dated as of April 8, 2024, by and between Parent and the Stockholder, including all exhibits and schedules attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.
"Beneficially Own" (including the correlative terms "Beneficial Owner," "Beneficially Owned," and "Beneficial Ownership") has the meaning ascribed to such term in Rule 13d-3 promulgated under the Exchange Act.
"Closing" means the date on which the Shares validly tendered (and not properly withdrawn) in the Offer are first accepted for payment by Parent or its designee in accordance with the terms and conditions of the Offer and the Offer Documents.
"Company" means Ridgeline Cobalt Inc., a Delaware corporation, headquartered at 44 Lakeshore Drive, Suite 300, Marquette, Michigan 49855, Employer Identification Number 83-2196504.
"Convertible Notes" means the $7,800,000 in aggregate principal amount of the Company's 6.5% Senior Secured Convertible Notes due June 30, 2026, issued by the Company to the Stockholder pursuant to the Indenture dated as of June 30, 2022, between the Company and the Stockholder.
"Covered Shares" means (a) the 3,600,000 Shares of common stock of the Company owned of record and beneficially by the Stockholder as of the date hereof, as set forth on Exhibit A attached hereto, together with (b) any additional Shares of which the Stockholder acquires record or Beneficial Ownership after the date hereof, whether by purchase, conversion, exchange, stock dividend, stock split, recapitalization, reclassification, or any other means whatsoever.
"Depositary" means Hargrove Depositary Services, Inc., located at 55 Water Street, New York, New York 10041, or any successor depositary appointed by Parent in connection with the Offer.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder.
"Expiration Date" means the expiration date of the Offer as set forth in the Offer Documents, which initially is June 14, 2024, as the same may be extended from time to time in accordance with the terms of the Offer Agreement and the Offer Documents and applicable rules and regulations of the SEC.
"General Partner" means Pinnacle Venture Resources GP II, LLC, a Delaware limited liability company, which serves as the sole general partner of the Stockholder.
"Indenture" means that certain Indenture, dated as of June 30, 2022, between the Company, as issuer, and the Stockholder, as holder, governing the terms and conditions of the Convertible Notes.
"Note Payoff Amount" means the aggregate amount required to repay the Convertible Notes in full at the Closing, consisting of (a) $7,800,000 in outstanding principal amount, plus (b) all accrued and unpaid interest thereon from and including the last interest payment date (December 31, 2023) through and including the Closing Date, calculated at a rate of 6.5% per annum on an actual/365-day basis. For illustrative purposes, assuming a Closing Date of July 16, 2024 (reflecting 198 days of accrued interest from December 31, 2023), the accrued and unpaid interest would be $275,014, resulting in a total Note Payoff Amount of $8,075,014. The actual Note Payoff Amount shall be calculated as of the actual Closing Date and shall be set forth in a payoff letter to be delivered by the Stockholder not fewer than three (3) business days prior to the Closing.
"Offer" means the cash tender offer by Parent to purchase all of the outstanding Shares of common stock of the Company at a price of $2.50 per Share, net to the holder in cash, without interest and subject to applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer Documents.
"Offer Agreement" means the Offer-to-Purchase Agreement to be entered into between Parent and the Company, which agreement is anticipated to be dated on or about May 2, 2024, together with all exhibits, schedules, and annexes thereto, as the same may be amended, modified, or supplemented from time to time in accordance with its terms.
"Parent" means Torchlight Mining Corp., a corporation organized under the laws of the Province of British Columbia, Canada, headquartered at 1200 – 885 West Georgia Street, Vancouver, British Columbia V6C 3E8, Canada, Employer Identification Number 98-0743218.
"Securities Act" means the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder.
"Stockholder" means Pinnacle Venture Resources Fund II, LP, a Delaware limited partnership, Employer Identification Number 84-3317629, with principal offices located at 75 Ashbury Asset Advisors, Suite 1400, Boston, Massachusetts 02109.
"Transfer" means any direct or indirect sale, assignment, transfer, pledge, hypothecation, encumbrance, gift, bequest, or other disposition (whether with or without consideration, whether voluntarily or involuntarily or by operation of law), including, without limitation, the creation of any derivative security (as defined in Rule 16a-1 under the Exchange Act) with respect to, or entry into any swap, hedging, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, any Covered Shares or any interest therein. The term "Transfer" shall also include any agreement, arrangement, or understanding, whether or not in writing, to effect any of the foregoing.
Section 1.2 — Interpretation
Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement as a whole and not to any particular Article, Section, or other subdivision; (d) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (e) references to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder; (f) references to any contract or agreement shall be deemed to refer to such contract or agreement as amended, supplemented, or modified from time to time in accordance with the terms thereof; (g) references to "days" shall mean calendar days unless "business days" are specified; (h) all references to "dollars" or "$" shall mean United States dollars unless otherwise specified; (i) all references to "C$" shall mean Canadian dollars; (j) section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement; and (k) all exhibits and schedules attached hereto are hereby incorporated by reference and made a part of this Agreement.
ARTICLE II — AGREEMENT TO TENDER
Section 2.1 — Agreement to Tender Shares
(a) The Stockholder hereby irrevocably agrees to validly tender (or cause to be validly tendered), and not to withdraw (or cause to be withdrawn), all of the Covered Shares into the Offer, free and clear of all liens, claims, charges, encumbrances, pledges, security interests, options, rights of first refusal, proxies (other than any proxy granted pursuant to this Agreement), voting trusts or agreements, and restrictions of any kind or nature whatsoever. Such tender shall be made no later than ten (10) business days prior to the then-scheduled Expiration Date of the Offer (as such Expiration Date may be extended from time to time in accordance with the Offer Documents and the Offer Agreement).
(b) The Stockholder shall effect the tender of the Covered Shares by delivering, or causing to be delivered, to the Depositary at its offices located at 55 Water Street, New York, New York 10041, a properly completed and duly executed Letter of Transmittal with respect to all Covered Shares, together with all other documents or instruments required to be delivered in connection with such tender pursuant to the terms of the Offer Documents.
(c) The Stockholder shall deliver, or cause Dominion Transfer & Trust Co., the transfer agent for the Company, located at 1100 Centre Street, Suite 600, Wilmington, Delaware 19805, to deliver, the Covered Shares in book-entry form through the facilities of The Depository Trust Company to the account of the Depositary, in accordance with the procedures set forth in the Offer Documents and the Letter of Transmittal. The Stockholder shall cooperate with and take all actions reasonably requested by the Depositary or the transfer agent in order to effectuate the tender of the Covered Shares in compliance with the Offer Documents.
(d) If the Stockholder is the beneficial but not the record holder of any Covered Shares, the Stockholder shall use its reasonable best efforts to cause the record holder of such Covered Shares to tender such Covered Shares into the Offer in accordance with the terms of this Section 2.1, including by delivering all necessary instructions, powers of attorney, or other authorizations to such record holder.
Section 2.2 — No Withdrawal
The Stockholder hereby agrees that, once any Covered Shares have been validly tendered in accordance with Section 2.1 hereof, the Stockholder shall not withdraw, and shall not permit to be withdrawn, any such Covered Shares from the Offer, except (a) as required by applicable law (including, without limitation, Rule 14e-1(c) under the Exchange Act), (b) if this Agreement is validly terminated in accordance with Article VII hereof, or (c) if the Offer is terminated or expired without any Shares having been accepted for payment by Parent or its designee. In the event of a valid withdrawal pursuant to clause (b) or (c) of this Section 2.2, the Stockholder shall promptly take all actions necessary to effect such withdrawal and the Covered Shares shall be returned to the Stockholder in accordance with the procedures set forth in the Offer Documents.
Section 2.3 — Consent to Note Repayment
(a) The Stockholder hereby irrevocably consents to the repayment in full of the Convertible Notes at the Closing in an amount equal to the Note Payoff Amount, consisting of $7,800,000 in outstanding principal amount plus accrued and unpaid interest of $275,014 (calculated from December 31, 2023 through an assumed Closing Date of July 16, 2024 at 6.5% per annum on an actual/365-day basis), for a total Note Payoff Amount of $8,075,014 (subject to adjustment based on the actual Closing Date as provided in the definition of Note Payoff Amount herein).
(b) The Stockholder acknowledges and agrees that, upon payment of the Note Payoff Amount to the Stockholder in accordance with Section 6.2 hereof, (i) the Convertible Notes shall be automatically cancelled and retired and shall be of no further force or effect, (ii) the Indenture dated as of June 30, 2022 shall be deemed satisfied and discharged in full in accordance with its terms, and (iii) all liens, security interests, and encumbrances granted by the Company in favor of the Stockholder pursuant to the Indenture or any related security documents shall be automatically released and terminated. The Stockholder shall, at the Closing, deliver to Parent (or its designee) the original Convertible Notes marked "Cancelled" and shall execute and deliver such instruments of release, satisfaction, and termination as Parent may reasonably request to evidence the satisfaction and discharge of the Indenture and the release of all related security interests.
(c) The Stockholder hereby irrevocably agrees that, during the period commencing on the date hereof and continuing through and including the Closing Date (or the earlier termination of this Agreement pursuant to Article VII), the Stockholder shall not exercise, and hereby waives, any right to convert all or any portion of the Convertible Notes into Shares or any other securities of the Company. The Stockholder further waives any right to receive any make-whole premium, fundamental change payment, or other additional consideration in connection with the repayment of the Convertible Notes at the Closing.
(d) The Stockholder acknowledges and agrees that acceptance of the Note Payoff Amount at the Closing shall constitute full and complete satisfaction, release, and discharge of all obligations of the Company, and of Parent and its affiliates (including any surviving entity following the merger), under the Convertible Notes, the Indenture, and all related agreements, instruments, and security documents, and the Stockholder shall have no further rights, claims, or interests arising under or in connection with the Convertible Notes, the Indenture, or any related agreements following receipt of the Note Payoff Amount.
Section 2.4 — Adjustments to Covered Shares
(a) If, at any time after the date hereof and prior to the termination of this Agreement, the Stockholder acquires record or Beneficial Ownership of any additional Shares (whether by purchase, conversion, exchange, stock dividend, stock split, distribution, recapitalization, reclassification, exercise of any option, warrant, or convertible security, or otherwise), such additional Shares shall automatically and without further action of the parties become "Covered Shares" for all purposes of this Agreement, and the Stockholder shall promptly notify Parent of the acquisition of such additional Shares and shall tender (or cause to be tendered) such additional Shares into the Offer in accordance with the provisions of Section 2.1 hereof.
(b) For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, the Stockholder shall not convert any portion of the Convertible Notes into Shares during the term of this Agreement as set forth in Section 2.3(c) above. However, if any conversion of the Convertible Notes into Shares occurs notwithstanding the provisions of Section 2.3(c) (whether inadvertently, by operation of law, or otherwise), all Shares issued upon such conversion shall automatically constitute Covered Shares subject to the terms and conditions of this Agreement, including, without limitation, the obligation to tender such Shares into the Offer in accordance with Section 2.1 and the transfer restrictions set forth in Section 5.3.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents and warrants to Parent as follows:
Section 3.1 — Organization and Authority
(a) Pinnacle Venture Resources Fund II, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited partnership power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) Pinnacle Venture Resources GP II, LLC, the General Partner of the Stockholder, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to execute and deliver this Agreement on behalf of the Stockholder and to consummate the transactions contemplated hereby and to perform all of the obligations of the Stockholder hereunder.
(c) Theodore "Ted" Vanderhoek, in his capacity as the Managing Partner of the General Partner, has full power and authority to execute this Agreement and all documents and instruments contemplated hereby on behalf of the Stockholder.
Section 3.2 — Ownership of Shares
(a) As of the date hereof, the Stockholder is the record and Beneficial Owner of 3,600,000 Shares of common stock, par value $0.001 per share, of the Company, representing approximately 20.0% of the 18,000,000 Shares of common stock of the Company issued and outstanding as of the date hereof. The Stockholder's ownership of such Shares is set forth on Exhibit A attached hereto.
(b) The Stockholder holds all of the Covered Shares free and clear of all liens, pledges, encumbrances, security interests, options, rights of first refusal, rights of first offer, preemptive rights, claims, charges, restrictions on transfer, proxies, voting trusts or agreements, and adverse claims of any kind or nature whatsoever, other than (i) restrictions on transfer imposed by applicable federal and state securities laws, and (ii) restrictions arising under this Agreement.
(c) The Stockholder has sole voting power and sole power of disposition with respect to all of the Covered Shares, and has not granted any proxy or power of attorney with respect to any Covered Shares that is still in effect.
(d) Other than the Covered Shares and the Convertible Notes (which are convertible into 3,900,000 Shares at a conversion price of $2.00 per Share), the Stockholder does not own, of record or beneficially, any other equity securities of the Company, or any options, warrants, convertible securities, exchangeable securities, or other rights to acquire any equity securities of the Company. The Stockholder is not a party to any agreement, arrangement, or understanding with respect to the voting or disposition of any equity securities of the Company, other than as set forth in this Agreement.
Section 3.3 — Ownership of Convertible Notes
(a) The Stockholder is the sole record and beneficial holder of $7,800,000 aggregate principal amount of the Company's 6.5% Senior Secured Convertible Notes due June 30, 2026, issued pursuant to the Indenture dated as of June 30, 2022, between the Company and the Stockholder. The Stockholder holds such Convertible Notes free and clear of all liens, pledges, encumbrances, security interests, and adverse claims of any kind or nature whatsoever.
(b) The Convertible Notes are convertible into 3,900,000 Shares of common stock of the Company at a conversion price of $2.00 per Share, subject to the terms and conditions of the Indenture. No portion of the Convertible Notes has been converted, redeemed, repurchased, or repaid prior to the date hereof (other than scheduled interest payments, the most recent of which was made on December 31, 2023).
(c) There are no defaults or events of default existing under the Convertible Notes or the Indenture, and no event has occurred that, with the giving of notice or the lapse of time or both, would constitute a default or event of default thereunder.
Section 3.4 — Authorization; Binding Effect
(a) The execution, delivery, and performance of this Agreement by the Stockholder, and the consummation by the Stockholder of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of the Stockholder and its General Partner, including, without limitation, any approvals required under the limited partnership agreement of the Stockholder and the operating agreement of the General Partner.
(b) This Agreement has been duly executed and delivered by the Stockholder (acting through its General Partner) and constitutes a legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law).
Section 3.5 — No Conflicts
The execution, delivery, and performance of this Agreement by the Stockholder, and the consummation by the Stockholder of the transactions contemplated hereby, do not and will not (a) conflict with, or result in any violation or breach of, any provision of the certificate of limited partnership, limited partnership agreement, or other organizational documents of the Stockholder, (b) conflict with, or result in any violation or breach of, any provision of the certificate of formation, operating agreement, or other organizational documents of the General Partner, (c) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation, modification, or acceleration of any obligation or to the loss of a benefit under, the Indenture or any Convertible Note, (d) conflict with, or result in any violation of, any applicable law, statute, rule, regulation, order, judgment, injunction, or decree applicable to the Stockholder or by which any of the Stockholder's properties or assets (including the Covered Shares and the Convertible Notes) are bound, or (e) require any consent, waiver, or approval under any contract, agreement, or instrument to which the Stockholder or the General Partner is a party or by which any of their respective properties or assets are bound.
Section 3.6 — No Consents
No consent, approval, order, or authorization of, or registration, declaration, qualification, or filing with, any governmental authority, regulatory body, or other third party is required to be obtained or made by or with respect to the Stockholder or the General Partner in connection with the execution, delivery, and performance by the Stockholder of this Agreement or the consummation of the transactions contemplated hereby, other than (a) any filings as may be required under Section 13(d) or Section 16 of the Exchange Act, or any rules or regulations promulgated thereunder, with respect to changes in beneficial ownership of equity securities of the Company, and (b) any filings or notifications that may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to the extent applicable.
Section 3.7 — Litigation
There is no action, suit, claim, proceeding, arbitration, or investigation pending or, to the knowledge of the Stockholder, threatened against the Stockholder or the General Partner, at law or in equity, before or by any court, tribunal, governmental body, or agency, that (a) would reasonably be expected to impair the ability of the Stockholder to perform its obligations under this Agreement in any material respect, (b) challenges the validity or enforceability of this Agreement, or (c) seeks to restrain, enjoin, or prohibit the consummation of the transactions contemplated hereby. To the knowledge of the Stockholder, no event has occurred or circumstances exist that would reasonably be expected to give rise to or serve as a basis for any such action, suit, claim, proceeding, arbitration, or investigation.
Section 3.8 — Brokers and Finders
No broker, finder, investment banker, financial advisor, or other person is entitled to any brokerage fee, finder's fee, financial advisory fee, or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Stockholder or the General Partner, and the Stockholder shall indemnify and hold harmless Parent from and against any claim for any such fee or commission asserted by any person based upon any such arrangement or agreement.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF PARENT
Parent hereby represents and warrants to the Stockholder as follows:
Section 4.1 — Organization and Authority
(a) Torchlight Mining Corp. is a corporation duly organized, validly existing, and in good standing under the laws of the Province of British Columbia, Canada. Parent has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) Parent is duly registered as a foreign private issuer with the SEC and is subject to the reporting requirements of the Exchange Act. The Shares of Parent's common stock are listed and traded on the Toronto Stock Exchange under the symbol "TMC.TO" and on the New York Stock Exchange under the symbol "TMC."
Section 4.2 — Authorization; Binding Effect
(a) The execution, delivery, and performance of this Agreement by Parent, and the consummation by Parent of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Parent, including, without limitation, approval by the Board of Directors of Parent at a duly convened meeting held on March 14, 2024. No other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery, and performance of this Agreement.
(b) This Agreement has been duly executed and delivered by Parent and constitutes a legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law).
Section 4.3 — No Conflicts
The execution, delivery, and performance of this Agreement by Parent, and the consummation by Parent of the transactions contemplated hereby, do not and will not (a) conflict with, or result in any violation or breach of, any provision of the articles of incorporation, notice of articles, bylaws, or other organizational documents of Parent, (b) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation, modification, or acceleration of any obligation under, any material contract, agreement, or instrument to which Parent is a party or by which any of Parent's properties or assets are bound, including, without limitation, Parent's revolving credit facility with Meridian Commercial Bank, N.A., or (c) conflict with, or result in any violation of, any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any jurisdiction applicable to Parent or by which any of Parent's properties or assets are bound.
Section 4.4 — Sufficient Funds
(a) Parent has, and at the Closing will have, sufficient cash, available lines of credit, or other sources of immediately available funds to (i) pay the aggregate consideration of $45,000,000 for all 18,000,000 outstanding Shares of the Company in connection with the Offer, (ii) pay the Note Payoff Amount of $8,075,014 (or such other amount as may be calculated based on the actual Closing Date) to the Stockholder at the Closing, and (iii) pay all fees, costs, and expenses required to be paid by Parent in connection with the transactions contemplated by this Agreement, the Offer Agreement, and the Offer Documents.
(b) Parent intends to fund the Offer consideration, the Note Payoff Amount, and related transaction costs from a combination of (i) cash on hand, and (ii) a draw on its existing C$500,000,000 revolving credit facility with Meridian Commercial Bank, N.A. (as administrative agent and lender), pursuant to that certain Amended and Restated Credit Agreement dated as of September 15, 2022, as amended, maturing September 15, 2027 (the "Credit Facility"). As of the date hereof, Parent anticipates drawing approximately C$40,000,000 (approximately US$29,200,000, based on an exchange rate of C$1.00 = US$0.73) under the Credit Facility at or prior to the Closing. Parent has confirmed that sufficient availability exists under the Credit Facility to fund such draw, and no event of default or condition that, with the giving of notice or the passage of time or both, would constitute an event of default, exists or is continuing under the Credit Facility.
(c) There is no financing condition or contingency to the Offer or to Parent's obligation to consummate the transactions contemplated by this Agreement. Parent acknowledges and agrees that its obligations hereunder, including, without limitation, the obligation to pay the consideration for the Covered Shares tendered in the Offer and the Note Payoff Amount, are not conditioned on the receipt or availability of any financing.
ARTICLE V — COVENANTS OF THE STOCKHOLDER
Section 5.1 — Voting Covenant
(a) Until the termination of this Agreement in accordance with Article VII hereof, the Stockholder hereby irrevocably agrees that, at any annual or special meeting of the stockholders of the Company (or any adjournment, postponement, or continuation thereof), however called, and in any action by written consent of the stockholders of the Company in lieu of a meeting, the Stockholder shall:
(i) appear at each such meeting or otherwise cause all Covered Shares to be counted as present thereat for purposes of calculating a quorum;
(ii) vote (or cause to be voted), in person or by proxy, all Covered Shares in favor of (A) approval and adoption of the Offer, the Offer Agreement, and the merger of a wholly owned subsidiary of Parent with and into the Company as contemplated thereby, (B) approval of any proposal to adjourn or postpone any meeting of stockholders at which any of the foregoing matters are submitted for the consideration and vote of the stockholders of the Company, and (C) any other matter necessary or reasonably requested by Parent for the consummation of the transactions contemplated by the Offer Agreement; and
(iii) vote (or cause to be voted), in person or by proxy, all Covered Shares against (A) any Acquisition Proposal or Superior Proposal (as such terms are defined in the Offer Agreement) other than the Offer and the merger contemplated by the Offer Agreement, (B) any action, proposal, transaction, or agreement that would reasonably be expected to impede, interfere with, delay, postpone, discourage, prevent, or materially adversely affect the consummation of the Offer, the merger, or any of the other transactions contemplated by the Offer Agreement, (C) any action, proposal, or agreement that would result in a breach of any representation, warranty, covenant, or obligation of the Company under the Offer Agreement, and (D) any change in the present capitalization of the Company or any amendment to the Company's certificate of incorporation or bylaws that would be inconsistent with, or impede the consummation of, the transactions contemplated by the Offer Agreement.
(b) The voting obligations set forth in this Section 5.1 shall apply whether or not the Board of Directors of the Company recommends such actions, and regardless of any change in the recommendation of the Board of Directors of the Company (including any adverse recommendation change permitted under the Offer Agreement).
(c) To the fullest extent permitted by applicable law, the Stockholder hereby grants to Parent and its designees an irrevocable proxy, coupled with an interest, to vote all Covered Shares in the manner set forth in this Section 5.1, which proxy shall be effective for the term of this Agreement as more fully described in Exhibit B attached hereto.
Section 5.2 — No Solicitation
(a) The Stockholder hereby agrees that, from the date hereof until the termination of this Agreement in accordance with Article VII, the Stockholder shall not, and shall cause its affiliates, partners (general and limited), managers, members, officers, directors, employees, agents, advisors, and representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant, or other representative retained by or acting on behalf of the Stockholder or any of its affiliates) (collectively, "Representatives") not to, directly or indirectly:
(i) solicit, initiate, propose, seek, or knowingly facilitate or encourage (including by way of furnishing non-public information) any inquiry, proposal, offer, or indication of interest that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal;
(ii) enter into, continue, or otherwise participate in any discussions, negotiations, or communications with any person (other than Parent and its affiliates and Representatives) regarding, or that could reasonably be expected to lead to, an Acquisition Proposal;
(iii) provide or cause to be provided any non-public or confidential information or data regarding the Company, its subsidiaries, or their respective businesses, properties, assets, or operations to any person (other than Parent and its affiliates and Representatives) in connection with, or in furtherance of, an Acquisition Proposal or any inquiry, proposal, or indication of interest that could reasonably be expected to lead to an Acquisition Proposal;
(iv) enter into any agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, joint venture agreement, partnership agreement, or other contract, arrangement, or understanding (whether binding or non-binding) with respect to, or that contemplates, an Acquisition Proposal; or
(v) resolve, agree, or propose to do any of the foregoing.
(b) The Stockholder shall, and shall cause its affiliates and Representatives to, immediately cease and cause to be terminated all existing discussions, negotiations, and communications, if any, with any person (other than Parent and its affiliates and Representatives) with respect to any Acquisition Proposal or any inquiry, proposal, or indication of interest that could reasonably be expected to lead to an Acquisition Proposal.
(c) The Stockholder shall notify Parent promptly (and in any event within forty-eight (48) hours) after receipt by the Stockholder or any of its affiliates or Representatives of (i) any Acquisition Proposal, (ii) any inquiry, proposal, offer, or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, or (iii) any request for non-public or confidential information relating to the Company or its subsidiaries from any person in connection with an Acquisition Proposal. Such notification shall include the identity of the person making such Acquisition Proposal, inquiry, or request, and the material terms and conditions thereof (including, if applicable, copies of any written proposals, offers, or correspondence).
Section 5.3 — Transfer Restrictions
(a) During the term of this Agreement, the Stockholder shall not, directly or indirectly, Transfer any Covered Shares or any interest therein, or enter into any contract, option, commitment, or other arrangement or understanding with respect to the Transfer of any Covered Shares or any interest therein.
(b) During the term of this Agreement, the Stockholder shall not create, or permit to exist, any lien, pledge, mortgage, security interest, charge, encumbrance, claim, option, right of first refusal, right of first offer, or restriction of any kind or nature whatsoever on any Covered Shares.
(c) During the term of this Agreement, the Stockholder shall not (i) convert any portion of the Convertible Notes into Shares or any other securities of the Company, (ii) deposit any Covered Shares into a voting trust or enter into any voting agreement, voting trust, or similar arrangement or agreement with respect to any Covered Shares (other than this Agreement), or (iii) grant any proxy, consent, or power of attorney with respect to any Covered Shares, in each case other than as expressly contemplated by this Agreement (including the irrevocable proxy granted pursuant to Section 5.1(c) hereof and Exhibit B hereto).
(d) Any Transfer or attempted Transfer of Covered Shares in violation of this Section 5.3 shall be null and void ab initio and of no force or effect, and the Company and its transfer agent shall not register any such Transfer on the stock transfer books of the Company.
Section 5.4 — No Appraisal Rights
To the fullest extent permitted by applicable law, the Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or perfect, any appraisal rights or dissenters' rights under Section 262 of the Delaware General Corporation Law (or any successor provision thereto), or any similar rights under any other applicable law, with respect to any Covered Shares in connection with the Offer, the merger contemplated by the Offer Agreement, or any of the other transactions contemplated thereby. The Stockholder further agrees not to commence, join in, or otherwise participate in any class action, derivative action, or other proceeding against Parent, the Company, or any of their respective affiliates, officers, directors, or agents relating to the negotiation, execution, or delivery of this Agreement, the Offer Agreement, or the consummation of the Offer or the merger.
Section 5.5 — Further Assurances
The Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents, certificates, instruments, and agreements, and take, or cause to be taken, all such further actions, as Parent may reasonably request or as may be reasonably necessary or advisable to effectuate the purposes and intent of this Agreement, including, without limitation, (a) executing any additional Letter of Transmittal, letter of direction, or depositary documentation required by the Depositary, (b) delivering any certificates, powers of attorney, or endorsements required to effect the tender of the Covered Shares, and (c) cooperating with Parent and its Representatives in connection with any filings or submissions required to be made with any governmental authority in connection with the Offer, the merger, or the transactions contemplated by the Offer Agreement.
Section 5.6 — Notification of Certain Matters
The Stockholder shall promptly (and in any event within two (2) business days) notify Parent in writing of (a) any material change in the number of Covered Shares Beneficially Owned by the Stockholder (including any acquisition or disposition, whether voluntary or involuntary), (b) the occurrence or non-occurrence of any event or development that would cause or would reasonably be expected to cause any representation or warranty of the Stockholder contained in this Agreement to be untrue or inaccurate in any material respect, (c) any legal proceeding, action, suit, claim, arbitration, or investigation commenced, or to the knowledge of the Stockholder, threatened, against the Stockholder, the General Partner, or any of their respective affiliates in connection with this Agreement, the Offer, the merger, or the transactions contemplated by the Offer Agreement, and (d) any failure or anticipated failure of the Stockholder to comply with or satisfy any covenant, condition, or obligation to be complied with or satisfied by the Stockholder under this Agreement.
ARTICLE VI — COVENANTS OF PARENT
Section 6.1 — Offer and Merger
(a) Parent shall use its commercially reasonable efforts to consummate the Offer and the subsequent merger on the terms and subject to the conditions set forth in the Offer Agreement and the Offer Documents, and shall comply in all material respects with its obligations under the Offer Agreement and applicable law in connection therewith.
(b) Parent shall not, without the prior written consent of the Stockholder, amend, modify, supplement, or waive any term or condition of the Offer or the Offer Documents in a manner that is materially adverse to the Stockholder, including, without limitation, (i) reducing the Offer price below $2.50 per Share, (ii) changing the form of consideration payable in the Offer from cash to any other form of consideration (including securities, promissory notes, or other non-cash consideration), (iii) decreasing the number of Shares sought in the Offer, (iv) imposing additional conditions to the Offer not contained in the Offer Documents as of the date hereof, or (v) otherwise amending, modifying, or waiving any term or condition of the Offer in a manner materially adverse to the holders of Shares (including the Stockholder).
(c) Parent shall promptly notify the Stockholder of (i) any extension of the Expiration Date, (ii) any amendment or supplement to the Offer Documents, and (iii) the satisfaction or waiver of the conditions to the Offer as set forth in the Offer Documents.
Section 6.2 — Payment of Note Payoff Amount
(a) At the Closing, Parent shall cause the Company (or, if the merger has been consummated prior to or simultaneously with the Closing, the surviving entity) to pay the Note Payoff Amount to the Stockholder by wire transfer of immediately available funds to the account or accounts designated by the Stockholder in writing not fewer than three (3) business days prior to the Closing Date. The Note Payoff Amount shall consist of (i) $7,800,000 in outstanding principal amount of the Convertible Notes, plus (ii) accrued and unpaid interest on the Convertible Notes calculated from and including December 31, 2023 (the last interest payment date) through and including the Closing Date at a rate of 6.5% per annum on an actual/365-day basis. For illustrative purposes, assuming a Closing Date of July 16, 2024 (reflecting 198 days of accrued interest), the accrued and unpaid interest would be $275,014, and the total Note Payoff Amount would be $8,075,014.
(b) The payment of the Note Payoff Amount shall be made simultaneously with the acceptance by Parent (or its designee) of the Covered Shares and all other Shares validly tendered (and not withdrawn) in the Offer for payment. Parent shall not accept any Shares for payment in the Offer unless and until the Note Payoff Amount has been paid or irrevocably deposited for payment to the Stockholder in accordance with this Section 6.2.
(c) Parent shall deliver to the Stockholder at the Closing a payoff confirmation letter confirming (i) the calculation of the Note Payoff Amount, (ii) the payment of such amount, and (iii) the discharge and satisfaction of the Indenture and the release of all related security interests.
Section 6.3 — Payment for Tendered Shares
At the Closing, Parent shall cause the Depositary to pay to the Stockholder $2.50 per Share, net to the Stockholder in cash, without interest and subject to any applicable withholding of taxes, for each of the 3,600,000 Covered Shares validly tendered (and not withdrawn) in the Offer, for aggregate consideration of $9,000,000, in accordance with the terms and procedures set forth in the Offer Documents. Payment shall be made by check mailed to the address specified in the Letter of Transmittal or by wire transfer of immediately available funds, as elected by the Stockholder in the Letter of Transmittal.
ARTICLE VII — TERMINATION
Section 7.1 — Termination Events
This Agreement shall terminate automatically and without any further action on the part of any party hereto upon the earliest to occur of the following:
(a) the mutual written agreement of Parent and the Stockholder to terminate this Agreement;
(b) the Closing, with respect to all obligations of the parties hereunder other than those obligations that by their terms expressly survive the Closing (including, without limitation, the payment obligations set forth in Sections 6.2 and 6.3 hereof and the provisions of Article VIII hereof);
(c) the valid termination of the Offer Agreement in accordance with its terms, whether by Parent, the Company, or both;
(d) any amendment, modification, supplement, or waiver to the Offer Agreement or the Offer Documents that (i) reduces the Offer price below $2.50 per Share, (ii) changes the form of consideration payable in the Offer from all cash to any other form of consideration, (iii) imposes additional conditions to the Offer not contained in the Offer Documents as of the date hereof, or (iv) extends the Expiration Date to a date beyond October 31, 2024, in each case, without the prior written consent of the Stockholder; and
(e) the Outside Date (as defined in the Offer Agreement), if the Closing has not occurred on or prior to such date; provided that the right to terminate this Agreement pursuant to this clause (e) shall not be available to any party whose willful breach of this Agreement or the Offer Agreement has been the primary cause of or has primarily resulted in the failure of the Closing to occur on or prior to the Outside Date.
Section 7.2 — Effect of Termination
(a) Upon termination of this Agreement in accordance with Section 7.1, this Agreement shall forthwith become null and void and of no further force or effect, and no party hereto shall have any further liability or obligation hereunder, except that (i) nothing in this Section 7.2 shall relieve any party from liability for any willful and material breach of this Agreement occurring prior to such termination, and (ii) the provisions of this Article VII and Article VIII (Miscellaneous) shall survive any termination of this Agreement and remain in full force and effect.
(b) For purposes of this Agreement, "willful breach" shall mean a material breach of this Agreement that is a consequence of an intentional act or intentional failure to act by a party with actual knowledge that such act or failure to act would constitute or result in a breach of this Agreement.
ARTICLE VIII — MISCELLANEOUS
Section 8.1 — Notices
All notices, requests, demands, claims, consents, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by electronic mail (provided that no automated "bounce back" or similar non-delivery message is received by the sender), (c) one (1) business day after being sent by nationally recognized overnight courier service (with confirmation of delivery), or (d) three (3) business days after being mailed by registered or certified mail (return receipt requested, postage prepaid), addressed as follows (or to such other address or email address as a party may designate by notice given in accordance with this Section 8.1):
If to Parent:
Torchlight Mining Corp. 1200 – 885 West Georgia Street Vancouver, British Columbia V6C 3E8 Canada
Attention: Nils Brenner, Senior Vice President, Corporate Development
Email: nbrenner@torchlightmining.com
with a copy to (which shall not constitute notice):
Patricia Edevane, General Counsel Torchlight Mining Corp. 1200 – 885 West Georgia Street Vancouver, British Columbia V6C 3E8 Canada
Email: pedevane@torchlightmining.com
with a copy to counsel (which shall not constitute notice):
Calderwood & Harkness LLP 900 Third Avenue, 28th Floor New York, New York 10022
Attention: Beatrice Holloway
Email: bholloway@calderwoodharkness.com
If to the Stockholder:
Pinnacle Venture Resources Fund II, LP c/o Pinnacle Venture Resources GP II, LLC 75 Ashbury Asset Advisors, Suite 1400 Boston, Massachusetts 02109
Attention: Theodore "Ted" Vanderhoek, Managing Partner
Email: tvanderhoek@pinnaclevr.com
Section 8.2 — Entire Agreement
This Agreement, together with the Exhibit A and Exhibit B attached hereto, the Offer Agreement, and the Offer Documents, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with respect to such subject matter. There are no representations, warranties, covenants, agreements, or other terms or provisions, express or implied, relating to the subject matter hereof other than those contained or expressly referred to in this Agreement.
Section 8.3 — Amendments and Waivers
(a) No provision of this Agreement may be amended, modified, or supplemented except by an instrument in writing signed by each of the parties hereto.
(b) No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party granting such waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), and no such waiver shall constitute a continuing waiver unless otherwise expressly provided in writing. The failure or delay of any party to enforce any provision of this Agreement shall not operate as a waiver of such provision or of any other provision hereof.
Section 8.4 — Severability
If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon a determination that any term, provision, covenant, or restriction is invalid, illegal, void, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
Section 8.5 — Assignment
This Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto, and any attempted assignment without such consent shall be null and void; provided, however, that Parent may, without the consent of the Stockholder, assign any or all of its rights and obligations under this Agreement to any direct or indirect wholly owned subsidiary of Parent, provided that no such assignment shall relieve Parent of any of its obligations hereunder, and Parent shall remain jointly and severally liable with any such assignee for the performance of all of Parent's obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.
Section 8.6 — Governing Law
This Agreement and all claims, controversies, disputes, and causes of action (whether in contract, tort, or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby, or the negotiation, execution, or performance of this Agreement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 8.7 — Jurisdiction; Venue; Waiver of Jury Trial
(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware sitting in New Castle County, Delaware (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state court or federal court of the United States of America sitting in the State of Delaware, and in each case, any appellate court therefrom), in any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition or enforcement of any judgment resulting therefrom, and each of the parties hereby irrevocably and unconditionally agrees that all claims with respect to any such action, suit, or proceeding may be heard and determined in such courts.
(b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, (i) any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any court referred to in Section 8.7(a), and (ii) the defense of an inconvenient forum to the maintenance of such action, suit, or proceeding in any such court.
(c) Each of the parties hereto agrees that a final judgment in any action, suit, or proceeding described in Section 8.7(a) shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(d) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT HEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.7(d).
Section 8.8 — Specific Performance
The parties hereto acknowledge and agree that irreparable damage and harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages alone would not be an adequate remedy therefor. Accordingly, in addition to any other remedy to which a party may be entitled at law or in equity, each party hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including the Stockholder's obligations to tender the Covered Shares and to comply with the voting and transfer restriction covenants set forth herein), in each case without the necessity of proving actual damages or posting any bond or other security, and each party further agrees that it will not oppose or otherwise challenge the granting of an injunction, specific performance, or other equitable relief on the basis that the other party has an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or in equity. The rights and remedies set forth in this Section 8.8 are cumulative and shall be in addition to any other rights or remedies available to the parties at law or in equity.
Section 8.9 — Expenses
Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne and paid by the party incurring such costs and expenses, including, without limitation, all fees and disbursements of legal counsel, financial advisors, accountants, and other professionals engaged by such party.
Section 8.10 — No Third-Party Beneficiaries
This Agreement is for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person (including, without limitation, any stockholder, creditor, employee, or agent of the Company or any of its subsidiaries) any right, benefit, remedy, claim, or cause of action of any kind or nature whatsoever under or by reason of this Agreement. Without limiting the foregoing, no provision of this Agreement shall create any third-party beneficiary rights in any person in respect of any obligations of the parties hereto.
Section 8.11 — Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Agreement. The words "execution," "signed," "signature," and words of like import shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping

TENDER AND SUPPORT AGREEMENT

TORCHLIGHT MINING CORP.

PINNACLE VENTURE RESOURCES FUND II, LP

TENDER AND SUPPORT AGREEMENT

RECITALS

Record

Parties

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