Contract analysis

I. ORGANIZATIONAL DOCUMENTS A. Articles of Incorporation Attached hereto as Exhibit A is a true, correct, and complete copy of the articles of incorporation of Torchlight Mining Corp. (including the certificate of incorporation), as filed under the Canada Business Corporations Act with the Director appointed under the CBCA (the "Director"), together with all certificates of amendment, articles of amendment, restated

II. BOARD RESOLUTIONS Attached hereto as Exhibit C is a true, correct, and complete copy of resolutions (the "Resolutions") duly adopted by the board of directors of Torchlight Mining Corp. (the "Board"). The Resolutions were adopted at a duly convened meeting of the Board, called and held in accordance with the Articles of Incorporation, the By-Laws, and the CBCA, at which a quorum of directors was present and actin

1. The issuance and sale by the Company of $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes") at an issue price of 98.50% of the principal amount thereof, offered and sold in a private placement conducted in reliance upon the exemptions from registration provided by Rule 144A and Regulation S under the Securities Act;

2. The execution, delivery, and performance by the Company of its obligations under the Purchase Agreement dated March 29, 2022, among the Company, the Guarantors, and the Initial Purchasers, and the consummation of the transactions contemplated thereby;

3. The execution, delivery, and performance by the Company of its obligations under the Indenture dated as of April 19, 2022, among the Company, as issuer, the Guarantors, as guarantors, and Northern Dominion Trust Company, as Trustee and Collateral Agent, and the issuance of the Notes thereunder;

4. The execution, delivery, and performance by the Company of its obligations under the Registration Rights Agreement dated as of April 19, 2022 (the "Registration Rights Agreement"), among the Company, the Guarantors, and the Initial Purchasers, pursuant to which the Company agreed, among other things, to file an exchange offer registration statement or, under certain circumstances, a shelf registration statement wi

5. The execution, delivery, and performance by the Company of its obligations under the Canadian General Security Agreement dated as of April 19, 2022 (the "Canadian General Security Agreement"), between the Company and Northern Dominion Trust Company, as Collateral Agent, granting to the Collateral Agent, for the benefit of the holders of the Notes and the other Secured Parties (as defined in the Indenture), a first

6. The execution, delivery, and performance by the Company of its obligations under the Collateral Agency Agreement dated as of April 19, 2022 (the "Collateral Agency Agreement"), among the Company, the Guarantors, and Northern Dominion Trust Company, as Collateral Agent, governing the relationship among the Secured Parties with respect to the Collateral (as defined in the Canadian General Security Agreement);

7. The guarantee by each of Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., and Torchlight U.S. Holdings, Inc. (each, a "Guarantor") of the Company's obligations under the Notes and the Indenture, on a senior secured basis, jointly and severally, pursuant to the terms and conditions set forth in the Indenture;

8. The application of the net proceeds of the offering of the Notes, estimated at approximately $295,500,000 (reflecting the issue price of 98.50% and estimated underwriting discounts), in the manner described in the Final Offering Memorandum dated March 14, 2022, including: (a) approximately $167,000,000 for Phase II capital expenditure associated with the expansion of the Wolverine Lake mine, including underground

9. The repayment in full and termination of the existing CAD $225,000,000 revolving credit facility maintained by the Company with Ridgeline Bank of Canada pursuant to the Credit Agreement dated June 15, 2019, as amended (of which approximately CAD $140,000,000 was drawn and outstanding as of the date of such authorization), including the release of all liens and security interests granted in connection therewith and

10. The authorization of each of the officers named in the Incumbency Certificate attached hereto as Exhibit D to execute and deliver, on behalf of the Company, any and all documents, instruments, certificates, agreements, notices, filings, and other papers as may be required or desirable in connection with any of the foregoing, with such changes, additions, deletions, and modifications as such authorized officer or

III. GOOD STANDING AND EXISTENCE I hereby certify that Torchlight Mining Corp. is a corporation duly incorporated, validly existing, and in good standing under the CBCA. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted. The Company has not been dissolved, and no articles of dissolution have been filed o

IV. INCUMBENCY CERTIFICATE Attached hereto as Exhibit D is the Incumbency Certificate of Torchlight Mining Corp. dated as of April 19, 2022, setting forth the name, title, and true specimen signature of each officer of the Company authorized to execute and deliver, on behalf of the Company, documents, instruments, certificates, and agreements in connection with the offering of the Notes, the Indenture, the Purchase A

V. NO AMENDMENTS OR CONFLICTS I hereby certify that no amendment to the Articles of Incorporation or the By-Laws of the Company has been authorized, proposed, adopted, or made since the date of the copies attached hereto as Exhibit A and Exhibit B, respectively. The Articles of Incorporation and By-Laws attached hereto as Exhibit A and Exhibit B, respectively, are the only charter documents and by-laws of the Company

VI. NO PROCEEDINGS I hereby certify that no proceedings are pending, nor, to the knowledge of the undersigned after reasonable inquiry, have any proceedings been threatened, for (a) the dissolution, merger, consolidation, amalgamation, arrangement, continuation, or winding-up of the Company, whether voluntary or involuntary, (b) the revocation or cancellation of the Articles of Incorporation of the Company under the

VII. GENERAL QUALIFICATION AND LIMITATION OF LIABILITY The undersigned is delivering this Certificate solely in his capacity as General Counsel and Corporate Secretary of Torchlight Mining Corp. and not in his individual or personal capacity. The undersigned shall have no personal liability whatsoever under or in connection with this Certificate or any of the certifications, representations, or statements made herein