Contract analysis

Section 1: Recitals and Introductory Statements The undersigned, Carolyn Bracebridge, in her capacity as Chief Financial Officer of Torchlight Mining Corp. ("TMC" or the "Borrower"), hereby delivers this Covenant Compliance Certificate (this "Certificate") to Harborstone National Bank, N.A., in its capacity as Administrative Agent (the "Administrative Agent"), pursuant to Section 7.02(d) of that certain Credit Agreem

Section 2: Background — Consent Decree and Related Obligations 2.1 Litigation Background On January 22, 2024, the United States of America, acting through the United States Department of Justice on behalf of the United States Environmental Protection Agency ("EPA"), and the State of Montana, acting through the Montana Department of Environmental Quality, filed a complaint in the United States District Court for the D

Section 3: Schedule of Environmental Liabilities Set forth below is a detailed schedule of the environmental liabilities arising under or in connection with the Consent Decree and related proceedings. All dollar amounts are expressed in United States dollars unless otherwise indicated. The liabilities are categorized in accordance with the structure of the Consent Decree and the requirements of Schedule 8.14 to the C

Section 4: Financial Assurance Obligations 4.1 Financial Assurance Package The Consent Decree requires the Settling Defendants to establish and maintain financial assurance in an aggregate amount of $245.0 million to guarantee the performance of the remediation obligations described in Section 3(a) above. The financial assurance package consists of the following components: (a) Surety Bond. A performance surety bond

Section 5: Insurance Coverage — Potential Offsets 5.1 Pollution Legal Liability Policy The Borrower maintains a Pollution Legal Liability insurance policy issued by Meridian Environmental Insurance Company (Policy No. MEI-ENV-2021-04738) (the "PLL Policy"). The key terms of the PLL Policy are as follows: • Policy Period: July 1, 2021 through July 1, 2024 • Per-Occurrence Limit: $50.0 million • Aggregate Limit: $75.0

Section 6: Covenant Compliance Calculation 6(a): Consolidated Net Tangible Assets (CNTA) For purposes of the Environmental Liability Covenant calculation set forth below, the Borrower's Consolidated Net Tangible Assets ("CNTA") have been determined as of September 30, 2024, based on the financial data reported in the Borrower's Q3 2024 10-Q, which was audited (on a review engagement basis for quarterly reporting) by

Section 7: Additional Certifications In addition to the covenant compliance certification set forth in Section 6 above, the undersigned, in her capacity as Chief Financial Officer of the Borrower, hereby further certifies as follows: (a) No Default or Event of Default. No Default or Event of Default (as each such term is defined in the Credit Agreement) has occurred and is continuing as of the date hereof as a result

Section 8: Attachments and Schedules Referenced The following schedules and attachments are referenced in, and delivered with, this Certificate: Schedule A: Summary of Consent Decree Financial Obligations — A summary of all financial obligations arising under the Consent Decree, as set forth in Section 3 of this Certificate, presented in tabular format for ease of reference. Schedule B: Financial Assurance Instrument

Section 9: Execution IN WITNESS WHEREOF, the undersigned has executed and delivered this Covenant Compliance Certificate as of the date first set forth above. TORCHLIGHT MINING CORP. By: ________ Name: Carolyn Bracebridge Title: Chief Financial Officer Date: February 25, 2025 Delivered to: Harborstone National Bank, N.A. as Administrative Agent under the Credit Agreement 200 Harborstone Plaza Calgary, Alberta T2P 2M5

Section 10: Disclaimer and Qualification DISCLAIMER AND QUALIFICATION This Certificate is delivered solely for purposes of compliance with Section 7.02(d) and Section 8.14 of the Credit Agreement and does not constitute an admission of liability, fault, wrongdoing, or violation of law by the Borrower or any of its subsidiaries or affiliates. Nothing in this Certificate shall be construed as a waiver of any rights, cl