Contract analysis

1. INTRODUCTORY INSTRUCTIONS FOR USE 1.1 Purpose of This Template This template has been prepared by Calderwood & Harkness LLP ("Calderwood & Harkness" or "outside counsel") for the exclusive use of Torchlight Mining Corp. ("TMC" or the "Company") to facilitate TMC's compliance with the annual certification requirement set forth in the Non-Prosecution Agreement between TMC and the United States Department of Justice,

2. FORM OF CEO ANNUAL COMPLIANCE CERTIFICATION The following pages contain the form of annual compliance certification to be executed by the Chief Executive Officer of Torchlight Mining Corp. Bracketed fields in bold should be completed at the time of execution. ANNUAL COMPLIANCE CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER OF TORCHLIGHT MINING CORP. Pursuant to Section [__] of the Non-Prosecution Agreement (DOJ Refe

3. FORM OF GENERAL COUNSEL ANNUAL COMPLIANCE CERTIFICATION The following pages contain the form of annual compliance certification to be executed by the General Counsel of Torchlight Mining Corp. Bracketed fields in bold should be completed at the time of execution. ANNUAL COMPLIANCE CERTIFICATION OF THE GENERAL COUNSEL OF TORCHLIGHT MINING CORP. Pursuant to Section [__] of the Non-Prosecution Agreement (DOJ Referenc

4. APPENDIX: CHECKLIST FOR CERTIFYING OFFICERS 4.1 Pre-Certification Review Checklist The following checklist is provided to assist each certifying officer — the Chief Executive Officer and the General Counsel — in preparing to execute the annual compliance certification. This checklist should be completed before either officer signs the certification. Calderwood & Harkness recommends that each officer maintain a com

5. ADMINISTRATIVE NOTES The following administrative notes are provided for the reference of TMC's certifying officers and the legal department: Calderwood & Harkness LLP Matter Number. All correspondence, invoices, and documents relating to this matter should reference Calderwood & Harkness LLP Matter No. 1039-00001. All inquiries from TMC personnel regarding the NPA, the Compliance Program, or the annual certificat