Contract analysis

1. The Company is authorized to guarantee, on a senior secured basis, the full and punctual payment and performance of all obligations of the Issuer under the Indenture and the Notes, by executing and delivering the Guarantee contemplated by the Indenture.

2. The Company is authorized to execute and deliver the Canadian General Security Agreement with Northern Dominion Trust Company, as Collateral Agent, granting to the Collateral Agent a first-priority lien on and security interest in substantially all tangible and intangible assets of the Company, including, without limitation, all mining rights, mineral claims (Ontario Mining Claim Nos. WL-4492-01 through WL-4492-47

3. The Company is authorized to execute and deliver the Collateral Agency Agreement.

4. Any officer of the Company is authorized and directed to execute and deliver any and all documents, instruments, certificates, agreements, notices, and filings as such officer may deem necessary or desirable in connection with the foregoing, including any PPSA filings and registrations in the Province of Ontario and any other applicable jurisdiction.

5. Any officer of the Company is authorized and directed to take any and all actions as may be necessary or desirable to consummate the transactions contemplated by the Indenture, the Purchase Agreement, the Canadian General Security Agreement, and the Collateral Agency Agreement.

6. All actions heretofore taken by any officer or director of the Company in connection with the foregoing transactions are hereby ratified, confirmed, and approved in all respects. Also included: True, correct, and complete copy of the Written Consent of Sole Shareholder (Torchlight Mining Corp.), executed effective as of April 12, 2022, approving and ratifying the transactions authorized by the Board Resolutions. [