Contract analysis

I. CERTIFYING OFFICER IDENTIFICATION I, Miriam Soo-Hwan Park, hereby certify and state as follows:

1. I am the General Counsel of Torchlight Mining Corp. ("TMC" or "Torchlight"), a corporation incorporated under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the "CBCA"). I have served as General Counsel of TMC since September 2019 and am fully familiar with the organizational structure, corporate governance, and legal affairs of TMC and each of its direct and indirect subsidiaries identifi

2. I am duly authorized to execute this Officer's Certificate of Authority and Authorization (this "Certificate") on behalf of TMC and each of the U.S. subsidiaries listed in Section II below (collectively with TMC, the "Defendant Entities"). My authority to execute this Certificate derives from (a) the Board Resolution described in Section III below, (b) the subsidiary resolutions and written consents described in S

3. This Certificate is provided in connection with the lodging of the Consent Decree (the "Consent Decree") in the above-captioned civil action, Civil Action No. 9:24-cv-00087-DWM, currently pending before this Court. The Consent Decree resolves claims brought by the United States of America, acting through the United States Environmental Protection Agency ("EPA") and the United States Department of Justice ("DOJ"),

4. This Certificate is executed as of February 18, 2025.

5. I make each of the certifications set forth herein based upon my personal knowledge, my review of the records and files of TMC and the other Defendant Entities, and information provided to me by officers and employees of the Defendant Entities and by counsel in the ordinary course of my duties as General Counsel.

II. IDENTIFICATION OF DEFENDANT ENTITIES The following entities are the Defendant Entities for which corporate or organizational authority is being certified in this Certificate: A. Torchlight Mining Corp. • Full Legal Name: Torchlight Mining Corp. • Entity Type: Corporation incorporated under the Canada Business Corporations Act (CBCA). • Jurisdiction of Incorporation: Canada (Federal). TMC was incorporated under th

III. CERTIFICATION OF CORPORATE AUTHORITY — BOARD RESOLUTION

6. I hereby certify that the Board of Directors of Torchlight Mining Corp. duly adopted a resolution on February 10, 2025 (the "Board Resolution"), at a meeting duly called and held in accordance with the CBCA and the bylaws of TMC, at which a quorum of the Board of Directors was present and acting throughout. The Board Resolution authorized the execution, delivery, and performance of the Consent Decree and all ancil

7. Pursuant to the Board Resolution, the following individuals were expressly authorized to execute the Consent Decree and all ancillary instruments on behalf of TMC, acting in their respective capacities as officers of TMC and, where applicable, as officers or authorized representatives of the U.S. subsidiaries of TMC, with full power and authority to bind the Defendant Entities: (a) Douglas K. Prennell, Chief Execu

8. The Board Resolution specifically authorized the assumption by TMC and the other Defendant Entities of the financial obligations set forth in the Consent Decree, the principal components of which are as follows: (a) Remediation Obligations. Aggregate remediation obligations totaling Three Hundred Forty-Three Million Five Hundred Thousand Dollars ($343,500,000.00) (nominal) across four sites, consisting of the Ridg

9. A true, correct, and complete copy of the Board Resolution, certified by me as General Counsel and Corporate Secretary of TMC, is attached hereto as Exhibit A and incorporated herein by reference.

IV. CERTIFICATION OF SUBSIDIARY AUTHORITY

10. In addition to the Board Resolution adopted by the Board of Directors of TMC as described in Section III above, each of the U.S. subsidiaries of TMC listed below separately adopted the resolutions or written consents described in this Section IV, authorizing the execution, delivery, and performance of the Consent Decree. True, correct, and complete copies of each of the resolutions and written consents described

11. The Board of Directors of Torchlight Mining (U.S.) Inc. duly adopted a resolution on February 10, 2025, at a meeting duly called and held in accordance with the Delaware General Corporation Law and the bylaws of Torchlight Mining (U.S.) Inc., at which a quorum of the Board of Directors was present and acting throughout, authorizing the execution, delivery, and performance of the Consent Decree and all ancillary i

12. The following individuals were authorized to execute the Consent Decree and all ancillary instruments on behalf of Torchlight Mining (U.S.) Inc.: (a) Douglas K. Prennell, in his capacity as President of Torchlight Mining (U.S.) Inc.; and (b) Miriam Soo-Hwan Park, in her capacity as Secretary of Torchlight Mining (U.S.) Inc. B. Torchlight Specialty Chemicals, Inc.

13. The Board of Directors of Torchlight Specialty Chemicals, Inc. duly adopted a resolution on February 10, 2025, at a meeting duly called and held in accordance with the Delaware General Corporation Law and the bylaws of Torchlight Specialty Chemicals, Inc., at which a quorum of the Board of Directors was present and acting throughout, authorizing the execution, delivery, and performance of the Consent Decree and a

14. The following individuals were authorized to execute the Consent Decree and all ancillary instruments on behalf of Torchlight Specialty Chemicals, Inc.: (a) Douglas K. Prennell, in his capacity as President of Torchlight Specialty Chemicals, Inc.; and (b) Miriam Soo-Hwan Park, in her capacity as Secretary of Torchlight Specialty Chemicals, Inc. C. Ridgecrest Mine Holdings, LLC

15. Torchlight Mining (U.S.) Inc., as the sole member of Ridgecrest Mine Holdings, LLC, adopted a written consent in lieu of a meeting on February 10, 2025, in accordance with the Montana Limited Liability Company Act and the Operating Agreement of Ridgecrest Mine Holdings, LLC, authorizing the execution, delivery, and performance of the Consent Decree and all ancillary instruments, agreements, and documents contempl

16. The following individuals were authorized to execute the Consent Decree and all ancillary instruments on behalf of Ridgecrest Mine Holdings, LLC, each acting as an authorized representative of the sole member: (a) Douglas K. Prennell; and (b) Miriam Soo-Hwan Park. D. Bonanza Creek Mining, LLC

17. Torchlight Mining (U.S.) Inc., as the sole member of Bonanza Creek Mining, LLC, adopted a written consent in lieu of a meeting on February 10, 2025, in accordance with the Nevada Revised Statutes, Chapter 86, and the Operating Agreement of Bonanza Creek Mining, LLC, authorizing the execution, delivery, and performance of the Consent Decree and all ancillary instruments, agreements, and documents contemplated ther

18. The following individuals were authorized to execute the Consent Decree and all ancillary instruments on behalf of Bonanza Creek Mining, LLC, each acting as an authorized representative of the sole member: (a) Douglas K. Prennell; and (b) Miriam Soo-Hwan Park.

V. CERTIFICATION OF GOOD STANDING

19. I hereby certify that each of the Defendant Entities is duly organized or formed, as applicable, validly existing, and in good standing (or equivalent status, as applicable) under the laws of its respective jurisdiction of incorporation or formation, as set forth below. Certificates of good standing or equivalent certificates, each dated no earlier than February 3, 2025, are attached hereto as Exhibit C and incor

20. Each Defendant Entity is duly qualified and authorized to do business in each jurisdiction in which the nature of its business activities or the character of the properties it owns, leases, or operates requires such qualification, and each such entity has obtained and maintains all licenses, permits, and authorizations necessary to conduct its business as currently conducted. The specific jurisdictions of incorpo

VI. CERTIFICATION OF NO IMPEDIMENT TO CONSENT DECREE

21. I hereby certify that no provision of any organizational document of any Defendant Entity — including, without limitation, any certificate of incorporation, articles of organization, articles of amendment, bylaws, operating agreement, partnership agreement, shareholders' agreement, or other similar governing document — prohibits, restricts, or would be violated by the execution, delivery, or performance of the Co

22. No order, judgment, decree, injunction, or ruling of any court, governmental authority, regulatory body, or arbitral tribunal to which any Defendant Entity is subject, or by which any property or asset of any Defendant Entity is bound, prohibits, restricts, or would be violated by the execution, delivery, or performance of the Consent Decree. I have reviewed the active litigation docket and regulatory compliance

23. The execution, delivery, and performance of the Consent Decree will not conflict with, result in a breach or default under, give rise to any right of termination, acceleration, or cancellation under, or create any lien or encumbrance upon any property or asset of any Defendant Entity pursuant to, any material agreement, contract, indenture, mortgage, deed of trust, lease, license, permit, or other instrument to w

VII. CERTIFICATION REGARDING COUNSEL

24. TMC and each of its U.S. subsidiaries identified in Section II above are represented in the above-captioned civil action and in all matters relating to the negotiation, execution, and performance of the Consent Decree by the following law firms, each of which has been duly retained and authorized to act on behalf of the Defendant Entities in connection with this matter: (a) Calderwood & Harkness LLP (lead outside

25. Each of the law firms identified in paragraph 24 above is duly authorized by the Defendant Entities to act on their behalf in connection with the above-captioned civil action and the Consent Decree, including without limitation the authority to execute and file documents with this Court, to appear at hearings and conferences, to receive service of process and other communications from the Court and the parties, a

VIII. CERTIFICATION REGARDING FINANCIAL ASSURANCE INSTRUMENTS

26. I hereby certify that TMC has taken all actions necessary to secure the financial assurance instruments required under Section XVI (Financial Assurance) of the Consent Decree, and that the following financial assurance instruments have been executed and are in full force and effect, subject only to the condition that the Consent Decree is entered by this Court: (a) Surety Bond. Surety Bond No. ISA-ENV-2025-08934,

27. The aggregate financial assurance provided by the surety bond and the remediation trust fund is Two Hundred Forty-Five Million Dollars ($245,000,000.00), consisting of (a) the surety bond in the amount of $165,000,000.00 and (b) the remediation trust fund in the initial amount of $80,000,000.00. This aggregate amount satisfies the financial assurance requirements set forth in Section XVI of the Consent Decree.

28. TMC is prepared to (a) fund the initial deposit to the Trust Fund and (b) post the surety bond with this Court, upon entry of the Consent Decree, in accordance with the schedule set forth in Section XVI.B of the Consent Decree. The deadline for posting of financial assurance instruments following entry of the Consent Decree is September 12, 2025. TMC has confirmed with both Ironbark Surety of America, Inc. and La

29. I hereby certify, affirm, and attest that all facts, statements, and representations set forth in this Certificate are true, correct, and complete in all material respects to the best of my knowledge, information, and belief as of the date hereof. I have made due and diligent inquiry into the matters set forth herein and have relied upon the corporate records of the Defendant Entities, certificates of officers of

30. I acknowledge and understand that this Certificate is being provided to the Court in connection with the lodging and anticipated entry of the Consent Decree in Civil Action No. 9:24-cv-00087-DWM. I further acknowledge that this Certificate may be relied upon by the Court, the United States of America (acting through the Department of Justice and the Environmental Protection Agency), the State of Montana, the Stat

X. EXECUTION IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate of Authority and Authorization as of the date first set forth above. TORCHLIGHT MINING CORP. By: ________ Name: Miriam Soo-Hwan Park Title: General Counsel On behalf of: Torchlight Mining Corp. Torchlight Mining (U.S.) Inc. Torchlight Specialty Chemicals, Inc. Ridgecrest Mine Holdings, LLC Bonanza Creek Mining, LLC Date: February

XI. NOTARIZATION STATE OF MONTANA COUNTY OF LEWIS AND CLARK On this 18th day of February, 2025, before me, the undersigned, a Notary Public in and for the State of Montana, personally appeared Miriam Soo-Hwan Park, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her authorized c