Contract analysis

I. RECITALS A. Identification of the Corporation The Board of Directors (the "Board") of Torchlight Mining Corp., a corporation organized and existing under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (CBCA Corporation No. 7841526-1), with its registered office located at 200 Bay Street, Suite 3400, Toronto, ON M5J 2J2, Canada (the "Corporation" or "TMC"), convened a special meeting of the

II. RESOLUTIONS NOW, THEREFORE, having considered the foregoing recitals and the materials presented to the Board, and upon motion duly made, seconded, and unanimously adopted, the Board of Directors of Torchlight Mining Corp. hereby adopts the following resolutions: Resolution 1: Approval of the Non-Prosecution Agreement BE IT RESOLVED, that the Board hereby approves the Non-Prosecution Agreement between Torchlight

III. GENERAL AUTHORITY PROVISION BE IT FURTHER RESOLVED, that any and all actions heretofore taken by any officer, director, employee, or authorized representative of the Corporation that are within the scope of the authority conferred by the foregoing resolutions are hereby ratified, approved, and confirmed in all respects as the acts and deeds of the Corporation, and that each officer of the Corporation is hereby a

IV. EFFECTIVE DATE These resolutions shall be effective as of April 25, 2024, and shall remain in full force and effect unless and until amended, modified, or rescinded by subsequent action of the Board of Directors.

V. CERTIFICATION AND ATTESTATION Secretary's Certificate. I, Priya Anand, General Counsel of Torchlight Mining Corp., acting in my capacity as Corporate Secretary of the Corporation, do hereby certify that:

1. The foregoing resolutions are a true, complete, and correct copy of the resolutions duly adopted by the Board of Directors of Torchlight Mining Corp. at a duly convened special meeting of the Board held on April 25, 2024, at 200 Bay Street, Suite 3400, Toronto, ON M5J 2J2, Canada;

2. A quorum of the Board was present throughout the meeting, either in person or by means of telephonic or electronic communication facilities that permitted all participants to communicate adequately with each other during the meeting, in accordance with the Corporation's by-laws and the Canada Business Corporations Act;

3. The foregoing resolutions were adopted by the affirmative vote of all directors present at the meeting, with no dissenting votes and no abstentions;

4. The resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date of this certificate; and

5. I am authorized to execute this certificate on behalf of the Corporation. Signature Lines. BOARD CHAIR ________________________________________ Name: Margaret Caldwell Title: Chair, Board of Directors Torchlight Mining Corp. Date: ________ CORPORATE SECRETARY / GENERAL COUNSEL ________________________________________ Name: Priya Anand Title: General Counsel and Corporate Secretary Torchlight Mining Corp. Date: ___

VI. APPENDICES AND ATTACHMENTS (REFERENCED) The following attachments are incorporated by reference into these resolutions and shall be appended hereto upon execution of the NPA: Attachment 1: Non-Prosecution Agreement (DOJ Reference No. ATR-SF-2024-00312) — Final Execution Version (to be attached upon execution on or about May 6, 2024) Attachment 2: NPA Appendix A — Enhanced Antitrust Compliance Program (Final Execu