Contract analysis

I. Financial Considerations. The Board has reviewed and considered the following financial information in connection with the proposed Decree: (i) Existing Environmental Remediation Reserve. The Corporation's environmental remediation reserve as of the third quarter of fiscal year 2024 (as reported in the Corporation's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission and the corres

1. The foregoing is a true, complete, and correct copy of the resolutions duly adopted by the Board of Directors of Torchlight Mining Corp. at a special meeting of the Board of Directors held on February 10, 2025, at the principal offices of the Corporation located at 1800 Bayfield Tower, 401 Bay Street, Toronto, Ontario M5H 2Y4, Canada.

2. A quorum of the Board of Directors was present, in person or by electronic means, throughout the entirety of the Meeting, in accordance with the Corporation's articles of incorporation, by-laws, and the CBCA.

3. The resolutions were duly moved, seconded, and adopted by unanimous vote of the directors present and voting at the Meeting.

4. The foregoing resolutions have not been modified, amended, rescinded, or revoked in any respect and remain in full force and effect as of the date of this certification.

5. The undersigned is authorized to execute this certification and to affix the corporate seal of the Corporation hereto. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of Torchlight Mining Corp. as of the date set forth below. TORCHLIGHT MINING CORP. By: ________ Name: Priya Chandrashekaran Title: Corporate Secretary Date: ________ [CORPORATE SEAL] EXHIBITS EXHIBIT A. Consent Decree —