Contract analysis

I. CERTIFYING OFFICER IDENTIFICATION AND RECITALS The undersigned, Margaret A. Fenton, in her capacity as Secretary of Torchlight Milling & Processing Inc., a corporation incorporated under the Business Corporations Act (Ontario) (the "OBCA") ("TMPI" or the "Company"), does hereby certify, in connection with the offering and issuance of $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 (

II. CERTIFICATION PARAGRAPHS A. Organizational Documents

1. I hereby certify that attached hereto as Exhibit A is a true, complete, and correct copy of the Articles of Incorporation of Torchlight Milling & Processing Inc. as currently in effect, including all amendments thereto (collectively, the "Articles"), as filed with the Ontario Ministry of Government and Consumer Services (the "Ministry"). The Articles attached as Exhibit A reflect the Articles as in effect as of th

2. I hereby certify that attached hereto as Exhibit B is a true, complete, and correct copy of the By-laws of Torchlight Milling & Processing Inc. as currently in effect, including all amendments thereto (collectively, the "By-laws"). The By-laws attached as Exhibit B represent the complete by-law governance framework of TMPI and have been duly confirmed, ratified, or adopted by the shareholder of TMPI in accordance

3. I hereby certify that no proceedings have been taken, authorized, or contemplated by the directors, shareholder, or officers of TMPI for the dissolution, winding-up, liquidation, or reorganization of TMPI under the OBCA, the Winding-up and Restructuring Act (Canada), the Companies' Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), or any other applicable statute or law. No petition, a

4. I hereby certify that TMPI is a corporation validly existing and in good standing under the laws of the Province of Ontario, that TMPI has not been dissolved, and that TMPI has the corporate power and capacity to own and operate its properties and to carry on its business as presently conducted, including the operation of the Processing Facilities. B. Board Resolutions

5. I hereby certify that attached hereto as Exhibit C is a true, complete, and correct copy of the resolutions (the "Board Resolutions") of the Board of Directors of Torchlight Milling & Processing Inc. duly adopted by unanimous written consent in lieu of a meeting effective as of March 25, 2022, in accordance with the provisions of the OBCA and the By-laws of TMPI. The Board Resolutions authorize the following actio

6. I hereby certify that the Board Resolutions have not been amended, modified, supplemented, rescinded, or revoked in any respect, and the Board Resolutions remain in full force and effect as of the date hereof. No action has been taken by the Board of Directors of TMPI or the shareholder of TMPI that is inconsistent with or contrary to the Board Resolutions.

7. I hereby certify that no further corporate proceedings or authorizations on the part of TMPI or its Board of Directors or shareholder are necessary to authorize the execution, delivery, and performance of the Transaction Documents to which TMPI is a party, or to consummate the transactions contemplated thereby. C. No Shareholder Approval Required

8. I hereby certify that the sole shareholder of TMPI is Torchlight Mining Corp., which holds all of the issued and outstanding shares of TMPI. No separate shareholder approval, consent, resolution, or other action by the shareholder of TMPI is required under the Articles, the By-laws, or the OBCA for the authorization and consummation of the transactions contemplated by the Transaction Documents to which TMPI is a p

9. I hereby certify that attached hereto as Exhibit D is the Incumbency Certificate of Torchlight Milling & Processing Inc., setting forth the name, title, and genuine specimen signature of each officer of TMPI authorized to execute and deliver the Transaction Documents on behalf of TMPI. The following table summarizes the information set forth in the Incumbency Certificate:

10. I hereby certify that each person listed in the table above and in the Incumbency Certificate attached as Exhibit D was duly elected or appointed to, and held, the office or offices set forth opposite such person's name on the date of execution and delivery of the Transaction Documents, and each such person continues to hold such office or offices as of the date hereof. Each signature set forth opposite each such

11. To the extent that I, Margaret A. Fenton, am also an officer authorized to execute and deliver Transaction Documents on behalf of TMPI, my own incumbency and the genuineness of my own signature are confirmed by the countersignature of Sarah L. Whitmore, Director, as set forth on the Incumbency Certificate attached hereto as Exhibit D. E. Good Standing / Status Confirmation

12. I hereby certify that attached hereto as Exhibit E is a Certificate of Status (or equivalent certificate) issued by the Ontario Ministry of Government and Consumer Services confirming that Torchlight Milling & Processing Inc. is an active corporation in good standing under the OBCA. Such Certificate of Status was issued on or about April 14, 2022, being a date not more than five (5) business days prior to the dat

13. I hereby certify that there have been no amendments, modifications, restatements, or supplements to the Articles of Incorporation of TMPI since the date of the copies attached hereto as Exhibit A, and no proceedings are pending, authorized, or contemplated for the amendment, restatement, or modification of the Articles of Incorporation.

14. I hereby certify that there have been no amendments, modifications, restatements, or supplements to the By-laws of TMPI since the date of the copies attached hereto as Exhibit B, and no proceedings are pending, authorized, or contemplated for the amendment, restatement, or modification of the By-laws.

15. I hereby certify that, as of the date hereof, there are no resolutions of the Board of Directors or of the shareholder of TMPI that are inconsistent with or that would supersede, amend, or revoke any of the resolutions or organizational documents described in or attached to this Secretary's Certificate.

III. RELIANCE AND ADDRESSEES This Secretary's Certificate is delivered pursuant to the requirements of Section 7.04(f) of the Purchase Agreement dated March 29, 2022, and Section 4.02 of the Indenture dated April 19, 2022, and is being delivered on the date hereof in connection with the closing of the offering of the Notes. Each of the following persons and entities is entitled to rely on this Secretary's Certificate

IV. EXECUTION IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the 19th day of April, 2022. TORCHLIGHT MILLING & PROCESSING INC. By: ________ Name: Margaret A. Fenton Title: Secretary EXHIBIT A ARTICLES OF INCORPORATION OF TORCHLIGHT MILLING & PROCESSING INC. (as filed under the Business Corporations Act (Ontario)) FORM 1 — ARTICLES OF INCORPORATION Business Corporations Act (Ontari

1. Name of Corporation: Torchlight Milling & Processing Inc.

2. Province of Incorporation: Ontario, Canada

3. Registered Office: 44 Lakeshore Boulevard Wolverine Lake, Ontario P0L 1R0 Canada

4. Date of Incorporation: June 12, 2009

5. Number of Directors: Minimum: 1 Maximum: 10

6. Authorized Share Capital: The Corporation is authorized to issue an unlimited number of common shares (the "Common Shares") without par value, having the following rights, privileges, restrictions, and conditions: (a) Voting Rights. The holders of Common Shares shall be entitled to receive notice of and to attend all meetings of shareholders of the Corporation and shall be entitled to one (1) vote in respect of ea

7. Restrictions on Share Transfers: The right to transfer shares of the Corporation shall be restricted in that no shareholder shall be entitled to transfer any share or shares of the Corporation without either (a) the approval of the Board of Directors of the Corporation expressed by a resolution passed at a meeting of the Board of Directors or by an instrument or instruments in writing signed by a majority of the d

8. Other Provisions: (a) The Corporation is a wholly owned subsidiary of Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act. (b) The Corporation may not offer its securities to the public. (c) The number of shareholders of the Corporation, exclusive of persons who are in the employment of the Corporation and exclusive of persons who, having been formerly in the employment o

10. Incorporator(s): CERTIFICATE OF INCORPORATION I hereby certify that Torchlight Milling & Processing Inc. was incorporated under the Business Corporations Act on June 12, 2009. Ontario Corporation Number: 1847293 ARTICLES OF AMENDMENT Filed: September 8, 2014 Amendment: The authorized share capital provisions of the Articles of Incorporation were amended to remove the par value restriction on Common Shares and to

ARTICLE 1 — INTERPRETATION 1.01 Definitions. In this by-law and all other by-laws of the Corporation, unless the context otherwise requires: (a) "Act" means the Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as amended from time to time, and includes the regulations made thereunder; (b) "Articles" means the articles of incorporation of the Corporation, as amended, supplemented, or restated from time to ti

ARTICLE 2 — DIRECTORS 2.01 Number of Directors. The Board shall consist of not fewer than one (1) and not more than ten (10) directors as may be determined from time to time by the shareholder(s) of the Corporation. 2.02 Qualifications. Each director shall satisfy the qualifications set forth in the Act, including the requirement that at least twenty-five percent (25%) of the directors be resident Canadians. 2.03 Ele

ARTICLE 3 — OFFICERS 3.01 Appointment of Officers. The Board may from time to time appoint a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board may determine, including one or more assistants to any of the officers so appointed. The Board may specify the duties of each officer. 3.02 President. The President shall be the chief operating officer of the Corporation and

ARTICLE 4 — MEETINGS OF SHAREHOLDERS 4.01 Annual Meetings. The annual meeting of shareholders shall be held at such time and place as the Board shall determine for the purpose of receiving the financial statements, electing directors, and appointing an auditor. 4.02 Special Meetings. The Board may at any time call a special meeting of shareholders. 4.03 Quorum. The holder or holders of shares carrying not less than a

ARTICLE 5 — EXECUTION OF INSTRUMENTS 5.01 Execution of Documents. Deeds, transfers, assignments, contracts, obligations, certificates, and other instruments may be signed on behalf of the Corporation by any two (2) of the following: (a) the President, (b) a Vice President, (c) the Secretary, or (d) a director. The Board may from time to time direct the manner in which and the person or persons by whom any particular

ARTICLE 6 — BANKING AND FINANCE 6.01 Banking. The banking business of the Corporation shall be transacted at such bank, trust company, or other financial institution as the Board may by resolution designate. 6.02 Cheques and Drafts. All cheques, drafts, orders for payment of money, and notes of the Corporation shall be signed by such officer or officers, agent or agents, as the Board may designate by resolution.

ARTICLE 7 — BORROWING POWERS 7.01 Borrowing. Without limiting the borrowing powers of the Corporation as set forth in the Act, the Board may from time to time on behalf of the Corporation, without authorization of the shareholders: (a) borrow money upon the credit of the Corporation; (b) issue, reissue, sell, pledge, or hypothecate debt obligations of the Corporation; (c) give a guarantee on behalf of the Corporation

ARTICLE 8 — INDEMNIFICATION 8.01 Indemnification of Directors and Officers. The Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation, or another individual who acts or acted at the Corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges, and expenses, including an amoun

ARTICLE 9 — GENERAL 9.01 Financial Year. Unless otherwise ordered by the Board, the financial year of the Corporation shall end on December 31 of each year. 9.02 Amendments. This by-law may be amended or repealed by the Board, subject to confirmation by the shareholders at the next meeting of shareholders following such amendment or repeal. Enacted by the Board of Directors on June 12, 2009. Confirmed by the sole sha

I. TMC, the Guarantors, and the Initial Purchasers will enter into a Registration Rights Agreement (the "Registration Rights Agreement") to be dated as of or about April 19, 2022, pursuant to which TMC and the Guarantors will agree to certain registration obligations in respect of the Notes and the related guarantees; J. The net proceeds of the offering of the Notes will be used by TMC and its subsidiaries as follows

1. RESOLVED, that the Corporation be and is hereby authorized to execute, deliver, and perform the Indenture (including the Guarantee set forth therein), among TMC, as issuer, the Corporation, Wolverine Lake Mining Ltd., and Torchlight U.S. Holdings, Inc., as guarantors, and Northern Dominion Trust Company, as trustee, in connection with the issuance by TMC of $300,000,000 aggregate principal amount of 8.750% Senior

2. RESOLVED, that the Corporation be and is hereby authorized to execute, deliver, and perform the General Security Agreement (Canada), among TMC, Wolverine Lake Mining Ltd., and the Corporation, as grantors, and Northern Dominion Trust Company, as Collateral Agent, granting first-priority liens and security interests in substantially all tangible and intangible personal property of the Corporation in favor of the Co

3. RESOLVED, that the Corporation be and is hereby authorized to execute, deliver, and perform the Collateral Agency Agreement, among TMC, the Guarantors, and Northern Dominion Trust Company, as Collateral Agent, substantially in the form reviewed by the Board of Directors, with such changes, modifications, and amendments as the officer or officers executing the same shall approve.

4. RESOLVED, that the Corporation be and is hereby authorized to execute, deliver, and perform the Purchase Agreement, in the Corporation's capacity as a Guarantor party thereto, among TMC, the Guarantors, and the Initial Purchasers, substantially in the form reviewed by the Board of Directors, with such changes, modifications, and amendments as the officer or officers executing the same shall approve.

5. RESOLVED, that the Corporation be and is hereby authorized to execute, deliver, and perform the Registration Rights Agreement, among TMC, the Guarantors, and the Initial Purchasers, substantially in the form reviewed by the Board of Directors, with such changes, modifications, and amendments as the officer or officers executing the same shall approve.

6. RESOLVED, that each of the following officers of the Corporation, each acting individually with full power and authority, be and is hereby authorized, empowered, and directed to execute and deliver on behalf of the Corporation each of the Transaction Documents and any and all ancillary documents, certificates, instruments, agreements, notices, filings, and registrations contemplated thereby or required in connecti

7. RESOLVED, that each of the officers named in the preceding resolution be and is hereby authorized, empowered, and directed to take all such further actions, execute and deliver all such further documents, certificates, instruments, and agreements, make all such filings and registrations (including without limitation filings under the Personal Property Security Act (Ontario) and any equivalent legislation in any ot

8. RESOLVED, that all acts, deeds, and things heretofore done, taken, or executed by any of the officers or directors of the Corporation in connection with any of the matters and transactions contemplated by the foregoing resolutions or the Transaction Documents be and are hereby ratified, confirmed, approved, and adopted as the acts, deeds, and things of the Corporation, done and taken with the full authority of the