1039-00002 · Torchlight Mining Corp · Closing

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SECRETARY'S CERTIFICATE OF TORCHLIGHT MILLING & PROCESSING INC.

Delivered pursuant to Section 7.04(f) of the Purchase Agreement dated March 29, 2022, and Section 4.02 of the Indenture dated April 19, 2022, in connection with the issuance of $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 by Torchlight Mining Corp.

April 19, 2022

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 (the "Notes") by Torchlight Mining Corp. ("TMC" or the "Issuer"), a corporation incorporated under the Canada Business Corporations Act (the "CBCA"), as follows:

TMPI is a wholly owned subsidiary of Torchlight Mining Corp. TMPI owns and operates the concentrator, flotation circuit, tailings management, and mineral processing facilities (collectively, the "Processing Facilities") situated adjacent to the Wolverine Lake nickel-copper mine in Northern Ontario. The registered office of TMPI is located at 44 Lakeshore Boulevard, Wolverine Lake, Ontario P0L 1R0, Canada.

This Secretary's Certificate is delivered in connection with the execution, delivery, and performance by TMPI of the following agreements, instruments, and documents (collectively, the "Transaction Documents") to which TMPI is a party:

(a) the Indenture dated as of April 19, 2022 (the "Indenture"), among Torchlight Mining Corp., as Issuer, Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., and Torchlight U.S. Holdings, Inc., as Guarantors (collectively, the "Guarantors"), and Northern Dominion Trust Company, as Trustee (in such capacity, the "Trustee"), pursuant to which TMC is issuing the Notes and each Guarantor is providing a joint and several, senior secured guarantee of the Notes (the "Guarantee");

(b) the Guarantee provided by TMPI under the Indenture, which constitutes a joint and several, senior secured guarantee of all of the Issuer's obligations under the Notes and the Indenture;

(c) the General Security Agreement (Canada) dated as of April 19, 2022 (the "General Security Agreement"), among Torchlight Mining Corp., Wolverine Lake Mining Ltd., and Torchlight Milling & Processing Inc., as grantors (collectively, the "Grantors"), and Northern Dominion Trust Company, as Collateral Agent (in such capacity, the "Collateral Agent"), pursuant to which each Grantor grants a first-priority lien on substantially all of its tangible and intangible personal property in favor of the Collateral Agent for the benefit of the holders of the Notes;

(d) the Collateral Agency Agreement dated as of April 19, 2022 (the "Collateral Agency Agreement"), among Torchlight Mining Corp., the Guarantors, and Northern Dominion Trust Company, as Collateral Agent, governing the administration and enforcement of the security interests granted under the General Security Agreement and any other collateral documents;

(e) the Purchase Agreement dated as of March 29, 2022 (the "Purchase Agreement"), among the Issuer, the Guarantors, and the Initial Purchasers named therein, being Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc. (collectively, the "Initial Purchasers"), pursuant to which the Initial Purchasers agreed to purchase the Notes from the Issuer for resale to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act; and

(f) the Registration Rights Agreement dated as of April 19, 2022 (the "Registration Rights Agreement"), among the Issuer, the Guarantors, and the Initial Purchasers, pursuant to which the Issuer and the Guarantors have agreed to register the Notes and the related guarantees under the Securities Act under certain circumstances.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement or the Indenture, as applicable. Where a term is defined in both the Purchase Agreement and the Indenture, the definition set forth in the Indenture shall control for purposes of this certificate, unless the context otherwise requires.

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 the date hereof and include all certificates of amendment, articles of amendment, and restated articles, if any, filed with the Ministry since the date of incorporation of TMPI.

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 with the OBCA.

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, application, or proceeding has been filed or commenced by or against TMPI seeking any such relief.

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 actions:

(i) the execution, delivery, and performance by TMPI of the Guarantee under the Indenture in connection with the issuance by Torchlight Mining Corp. of the $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029, such Guarantee constituting a joint and several, senior secured guarantee of the Issuer's obligations under the Notes and the Indenture;

(ii) the execution, delivery, and performance by TMPI of the General Security Agreement (Canada), granting a first-priority lien on substantially all tangible and intangible assets of TMPI (including, without limitation, all equipment, inventory, accounts receivable, deposit accounts, chattel paper, documents of title, instruments, investment property, intellectual property (including patents, trademarks, copyrights, trade secrets, and industrial designs), goods, general intangibles, and all other personal property of every kind and description, whether now owned or hereafter acquired, and all proceeds and products thereof) in favor of Northern Dominion Trust Company, as Collateral Agent, for the benefit of the holders of the Notes;

(iii) the execution, delivery, and performance by TMPI of the Collateral Agency Agreement with Northern Dominion Trust Company, as Collateral Agent, governing the administration, enforcement, and release of the security interests granted under the General Security Agreement and any related collateral documents;

(iv) the execution, delivery, and performance by TMPI of the Registration Rights Agreement, pursuant to which TMPI, as a Guarantor, has agreed to certain registration obligations in respect of the Guarantee;

(v) the execution, delivery, and performance by TMPI of the Purchase Agreement, in its capacity as a Guarantor party thereto, including the delivery of the representations, warranties, covenants, and indemnification obligations of the Guarantors set forth therein;

(vi) the authorization of the following officers of TMPI, each acting individually with full power and authority, to execute and deliver each of the Transaction Documents and any and all ancillary documents, certificates, instruments, agreements, and filings contemplated thereby or required in connection therewith on behalf of TMPI:

• James R. Macallister, President and Director;

• Margaret A. Fenton, Secretary;

• David K. Okonkwo, Vice President, Finance; and

• Sarah L. Whitmore, Director;

(vii) the authorization of such officers to take all such further actions, and to execute and deliver all such further documents, certificates, instruments, and agreements, as any such officer may deem necessary, appropriate, or desirable to consummate the transactions contemplated by the Transaction Documents and to carry out the purposes and intent of the Board Resolutions, the execution and delivery of any such document by any such officer to be conclusive evidence of such officer's determination that such document is necessary, appropriate, or desirable; and

(viii) the ratification, confirmation, and approval of all actions heretofore taken by the officers and directors of TMPI in connection with the foregoing matters and the transactions contemplated by the Transaction Documents.

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 party, including, without limitation, the provision of the Guarantee and the granting of the security interests under the General Security Agreement. To the extent any such shareholder consent or approval is or may be required, such consent or approval has been duly obtained by Torchlight Mining Corp. in its capacity as sole shareholder of TMPI, and I have reviewed records in the minute books of the Company confirming the same.

D. Incumbency Certificate

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 person's name in the Incumbency Certificate is such person's genuine signature.

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 date hereof. To the best of my knowledge, information, and belief, no event has occurred since the date of such Certificate of Status that would cause TMPI to cease to be an active corporation in good standing under the OBCA.

F. No Amendments

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 and the exhibits attached hereto as if this certificate were addressed and delivered directly to such person or entity:

(a) Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc., as Initial Purchasers under the Purchase Agreement;

(b) Northern Dominion Trust Company, in its capacities as Trustee under the Indenture and as Collateral Agent under the General Security Agreement and the Collateral Agency Agreement;

(c) Calderwood & Harkness LLP, as United States counsel to the Issuer and the Guarantors, and Clairmont & Voss LLP, as United States counsel to the Initial Purchasers, each of which is entitled to rely on this certificate in connection with the rendering of legal opinions and the delivery of closing documents in connection with the offering of the Notes;

(d) Pendleton Ross LLP, as Canadian counsel to the Issuer and the Guarantors, which is entitled to rely on this certificate in rendering its Canadian legal opinion delivered at the closing of the offering of the Notes; and

(e) Greystone & Whitfield LLP, as Canadian counsel to the Initial Purchasers, which is entitled to rely on this certificate in rendering its Canadian legal opinion delivered at the closing of the offering of the Notes.

The undersigned makes the foregoing certifications to the best of her knowledge, information, and belief after due inquiry and after having reviewed the records, minute books, and corporate files of TMPI maintained at the registered office of TMPI or otherwise in the custody of the Secretary.

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 (Ontario)

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 each Common Share held at all such meetings.

(b) Dividends. The holders of Common Shares shall be entitled to receive dividends if, as, and when declared by the Board of Directors of the Corporation out of the assets of the Corporation properly applicable to the payment of dividends, in such amounts and payable in such manner as the Board of Directors may from time to time determine.

(c) Liquidation, Dissolution, or Winding-Up. In the event of the liquidation, dissolution, or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of Common Shares shall be entitled to receive the remaining property and assets of the Corporation.

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 directors, or (b) the approval of the holders of at least a majority of the shares of the Corporation for the time being outstanding, expressed by a resolution passed at a meeting of the shareholders or by an instrument or instruments in writing signed by such shareholders.

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 of the Corporation, were, while in that employment, and have continued after termination of that employment to be, shareholders of the Corporation, is limited to not more than fifty (50), two (2) or more persons who are the joint registered owners of one or more shares being counted as one (1) shareholder.

9. First Director(s):

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 authorize the issuance of an unlimited number of Common Shares, as set forth in Section 6 above.

ARTICLES OF AMENDMENT

Filed: February 22, 2017

Amendment: The maximum number of directors was increased from five (5) to ten (10).

[End of Exhibit A — The foregoing constitutes the complete Articles of Incorporation of Torchlight Milling & Processing Inc. as currently in effect, including all amendments thereto.]

EXHIBIT B

BY-LAWS OF TORCHLIGHT MILLING & PROCESSING INC.

(as currently in effect)

BY-LAW NO. 1

A by-law relating generally to the conduct of the affairs of Torchlight Milling & Processing Inc. (hereinafter called the "Corporation").

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 time;

(d) "Corporation" means Torchlight Milling & Processing Inc.; and

(e) "Shareholder" or "Shareholders" means the registered holder or holders of shares of the Corporation.

1.02 Interpretation. All terms used in this by-law that are defined in the Act shall have the meanings given to such terms in the Act.

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 Election and Term. Directors shall be elected at each annual meeting of shareholders and shall hold office until the close of the next annual meeting of shareholders or until their successors are elected or appointed, unless the director's office is earlier vacated in accordance with the Act.

2.04 Vacancies. A vacancy among the directors may be filled by resolution of the remaining directors if a quorum of directors exists, and such appointment shall be valid until the close of the next annual meeting of shareholders.

2.05 Meetings. Meetings of the Board may be held at any time and place as determined by the Chairman of the Board or the President or any two (2) directors. Notice of each meeting shall be given not less than forty-eight (48) hours before the time of the meeting.

2.06 Quorum. A majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board.

2.07 Resolutions in Writing. A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors.

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 shall have such powers and duties as the Board may specify.

3.03 Secretary. The Secretary shall attend and be the secretary of all meetings of the Board and of the shareholders and shall maintain the records and minute books of the Corporation. The Secretary shall give all notices required to be given to shareholders, directors, auditors, and members of committees of the Board.

3.04 Vice President, Finance. The Vice President, Finance, shall have the general management and oversight of all the financial affairs of the Corporation and shall keep proper books of account and accounting records.

3.05 Term and Removal. Each officer shall hold office until removed by resolution of the Board or until a successor is appointed.

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 majority of the voting rights attached to all shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum.

4.04 Resolutions in Writing. A resolution in writing signed by all the shareholders entitled to vote on that resolution is as valid as if it had been passed at a meeting of shareholders.

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 instrument or class of instruments may or shall be signed.

5.02 Corporate Seal. The Corporation may, but need not, have a corporate seal.

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;

(d) mortgage, hypothecate, pledge, or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

7.02 Delegation. The Board may from time to time delegate to such one or more of the directors and officers of the Corporation as may be designated by the Board all or any of the powers conferred upon the Board by Section 7.01 to such extent and in such manner as the Board shall determine at the time of each such delegation.

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 amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative, or other proceeding in which the individual is involved because of that association with the Corporation or other entity, to the fullest extent permitted by the Act.

8.02 Insurance. The Corporation may purchase and maintain insurance for the benefit of any individual referred to in Section 8.01 against any liability incurred by the individual in the capacity of a director or officer of the Corporation or in a similar capacity for another entity, if the individual acts or acted in that capacity at the Corporation's request.

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 shareholder on June 12, 2009.

Last amended by the Board of Directors on March 14, 2018. Confirmed by the sole shareholder on March 14, 2018.

[End of Exhibit B — The foregoing constitutes the complete By-laws of Torchlight Milling & Processing Inc. as currently in effect, including all amendments thereto.]

EXHIBIT C

RESOLUTIONS OF THE BOARD OF DIRECTORS OF TORCHLIGHT MILLING & PROCESSING INC.

Adopted by Unanimous Written Consent in Lieu of a Meeting Effective as of March 25, 2022

The undersigned, being all of the directors of Torchlight Milling & Processing Inc. (the "Corporation"), a corporation incorporated under the Business Corporations Act (Ontario), hereby consent to and adopt the following resolutions in writing in lieu of a meeting of the Board of Directors of the Corporation, pursuant to Section 129 of the Business Corporations Act (Ontario) and Section 2.07 of By-law No. 1 of the Corporation, with the same force and effect as if such resolutions had been duly passed at a meeting of the Board of Directors duly called and constituted for such purpose:

RECITALS. WHEREAS:

A. The Corporation is a wholly owned subsidiary of Torchlight Mining Corp. ("TMC"), a corporation incorporated under the Canada Business Corporations Act;

B. TMC proposes to issue $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes") in a private offering to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act;

C. The Notes will be governed by an indenture (the "Indenture") to be dated as of or about April 19, 2022, among TMC, as issuer, the Corporation, Wolverine Lake Mining Ltd., and Torchlight U.S. Holdings, Inc., as guarantors (collectively, the "Guarantors"), and Northern Dominion Trust Company, as trustee (the "Trustee");

D. In connection with the issuance of the Notes, the Corporation is required to guarantee the Issuer's obligations under the Notes and the Indenture by providing a joint and several, senior secured guarantee (the "Guarantee") in favor of the holders of the Notes;

E. In connection with the issuance of the Notes, the Corporation is required to grant first-priority security interests and liens on substantially all of its tangible and intangible personal property, including but not limited to equipment, inventory, accounts receivable, deposit accounts, chattel paper, documents of title, instruments, investment property, intellectual property (including patents, trademarks, copyrights, trade secrets, and industrial designs), goods, general intangibles, and all other personal property of every kind and description, whether now owned or hereafter acquired, and all proceeds and products thereof, pursuant to a General Security Agreement (Canada) (the "General Security Agreement") to be dated as of or about April 19, 2022, among the Corporation, TMC, and Wolverine Lake Mining Ltd., as grantors, and Northern Dominion Trust Company, as collateral agent (the "Collateral Agent");

F. The security interests granted under the General Security Agreement will be first-priority liens in favor of the Collateral Agent for the benefit of the holders of the Notes;

G. TMC, the Guarantors, and the Collateral Agent will enter into a Collateral Agency Agreement (the "Collateral Agency Agreement") to be dated as of or about April 19, 2022, governing the administration and enforcement of the security interests;

H. TMC, the Guarantors, and certain initial purchasers, being Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc. (the "Initial Purchasers"), have entered into a Purchase Agreement dated March 29, 2022 (the "Purchase Agreement"), pursuant to which the Initial Purchasers have agreed to purchase the Notes from TMC;

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: approximately $167,000,000 for the Phase II expansion of the Wolverine Lake nickel-copper mine in Northern Ontario, $110,250,000 for the repayment in full of outstanding borrowings under the revolving credit facility provided by Ridgeline Bank of Canada, approximately $14,250,000 for the payment of transaction fees, commissions, and expenses in connection with the offering, and approximately $8,500,000 for general corporate purposes;

K. The Board of Directors of the Corporation has reviewed and considered the terms and conditions of the Indenture, the Guarantee, the General Security Agreement, the Collateral Agency Agreement, the Purchase Agreement, and the Registration Rights Agreement (collectively, the "Transaction Documents"), and has determined that it is in the best interests of the Corporation to execute, deliver, and perform the Transaction Documents and to consummate the transactions contemplated thereby; and

L. The Board of Directors of the Corporation has determined that the Corporation will benefit, directly and indirectly, from the issuance of the Notes and the application of the net proceeds thereof, and that the provision of the Guarantee and the granting of the security interests are in the best interests of the Corporation and its shareholder.

OPERATIVE RESOLUTIONS. NOW, THEREFORE, BE IT RESOLVED:

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 Secured Notes due 2029, 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, the execution thereof by such officer or officers to be conclusive evidence of such approval.

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 Collateral Agent for the benefit of the holders of the Notes, 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.

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 connection therewith:

• James R. Macallister, President and Director;

• Margaret A. Fenton, Secretary;

• David K. Okonkwo, Vice President, Finance; and

• Sarah L. Whitmore, Director.

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 other jurisdiction), and do all such other acts and things as any such officer may deem necessary, appropriate, or desirable in order to carry out the intent and accomplish the purposes of the foregoing resolutions and to consummate the transactions contemplated by the Transaction Documents, the taking of any such action, the execution and delivery of any such document, or the making of any such filing by any such officer to be conclusive evidence of such officer's determination that such action, document, or filing is necessary, appropriate, or desirable.

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 Board of Directors.

IN WITNESS WHEREOF, the undersigned directors have executed this unanimous written consent effective as of March 25, 2022.

________________________________________

James R. Macallister, Director

________________________________________

Sarah L. Whitmore, Director

[End of Exhibit C — The foregoing constitutes the complete resolutions of the Board of Directors of Torchlight Milling & Processing Inc. adopted by unanimous written consent effective as of March 25, 2022.]

EXHIBIT D

INCUMBENCY CERTIFICATE OF TORCHLIGHT MILLING & PROCESSING INC.

The undersigned, Margaret A. Fenton, Secretary of Torchlight Milling & Processing Inc. (the "Corporation"), a corporation incorporated under the Business Corporations Act (Ontario), hereby certifies, as of April 19, 2022, that each of the persons named below has been duly elected or appointed to, and currently holds, the office or offices set forth opposite such person's name, and that the signature set forth opposite such person's name is such person's genuine signature. Each such person is authorized to execute and deliver, on behalf of the Corporation, the Transaction Documents (as defined in the Secretary's Certificate to which this Incumbency Certificate is attached as Exhibit D) and any and all ancillary documents, certificates, instruments, and agreements contemplated thereby or required in connection therewith.

Each of the persons listed above was holding the office or offices set forth opposite such person's name on the date of execution and delivery of the Transaction Documents and continues to hold such office or offices as of the date hereof.

Certification by the Secretary:

Certified by:

________________________________________

Name: Margaret A. Fenton

SECRETARY'S CERTIFICATE OF TORCHLIGHT MILLING & PROCESSING INC.
Delivered pursuant to Section 7.04(f) of the Purchase Agreement dated March 29, 2022, and Section 4.02 of the Indenture dated April 19, 2022, in connection with the issuance of $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 by Torchlight Mining Corp.
April 19, 2022
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 (the "Notes") by Torchlight Mining Corp. ("TMC" or the "Issuer"), a corporation incorporated under the Canada Business Corporations Act (the "CBCA"), as follows:
TMPI is a wholly owned subsidiary of Torchlight Mining Corp. TMPI owns and operates the concentrator, flotation circuit, tailings management, and mineral processing facilities (collectively, the "Processing Facilities") situated adjacent to the Wolverine Lake nickel-copper mine in Northern Ontario. The registered office of TMPI is located at 44 Lakeshore Boulevard, Wolverine Lake, Ontario P0L 1R0, Canada.
This Secretary's Certificate is delivered in connection with the execution, delivery, and performance by TMPI of the following agreements, instruments, and documents (collectively, the "Transaction Documents") to which TMPI is a party:
(a) the Indenture dated as of April 19, 2022 (the "Indenture"), among Torchlight Mining Corp., as Issuer, Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., and Torchlight U.S. Holdings, Inc., as Guarantors (collectively, the "Guarantors"), and Northern Dominion Trust Company, as Trustee (in such capacity, the "Trustee"), pursuant to which TMC is issuing the Notes and each Guarantor is providing a joint and several, senior secured guarantee of the Notes (the "Guarantee");
(b) the Guarantee provided by TMPI under the Indenture, which constitutes a joint and several, senior secured guarantee of all of the Issuer's obligations under the Notes and the Indenture;
(c) the General Security Agreement (Canada) dated as of April 19, 2022 (the "General Security Agreement"), among Torchlight Mining Corp., Wolverine Lake Mining Ltd., and Torchlight Milling & Processing Inc., as grantors (collectively, the "Grantors"), and Northern Dominion Trust Company, as Collateral Agent (in such capacity, the "Collateral Agent"), pursuant to which each Grantor grants a first-priority lien on substantially all of its tangible and intangible personal property in favor of the Collateral Agent for the benefit of the holders of the Notes;
(d) the Collateral Agency Agreement dated as of April 19, 2022 (the "Collateral Agency Agreement"), among Torchlight Mining Corp., the Guarantors, and Northern Dominion Trust Company, as Collateral Agent, governing the administration and enforcement of the security interests granted under the General Security Agreement and any other collateral documents;
(e) the Purchase Agreement dated as of March 29, 2022 (the "Purchase Agreement"), among the Issuer, the Guarantors, and the Initial Purchasers named therein, being Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc. (collectively, the "Initial Purchasers"), pursuant to which the Initial Purchasers agreed to purchase the Notes from the Issuer for resale to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act; and
(f) the Registration Rights Agreement dated as of April 19, 2022 (the "Registration Rights Agreement"), among the Issuer, the Guarantors, and the Initial Purchasers, pursuant to which the Issuer and the Guarantors have agreed to register the Notes and the related guarantees under the Securities Act under certain circumstances.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement or the Indenture, as applicable. Where a term is defined in both the Purchase Agreement and the Indenture, the definition set forth in the Indenture shall control for purposes of this certificate, unless the context otherwise requires.
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 the date hereof and include all certificates of amendment, articles of amendment, and restated articles, if any, filed with the Ministry since the date of incorporation of TMPI.
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 with the OBCA.
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, application, or proceeding has been filed or commenced by or against TMPI seeking any such relief.
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 actions:
(i) the execution, delivery, and performance by TMPI of the Guarantee under the Indenture in connection with the issuance by Torchlight Mining Corp. of the $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029, such Guarantee constituting a joint and several, senior secured guarantee of the Issuer's obligations under the Notes and the Indenture;
(ii) the execution, delivery, and performance by TMPI of the General Security Agreement (Canada), granting a first-priority lien on substantially all tangible and intangible assets of TMPI (including, without limitation, all equipment, inventory, accounts receivable, deposit accounts, chattel paper, documents of title, instruments, investment property, intellectual property (including patents, trademarks, copyrights, trade secrets, and industrial designs), goods, general intangibles, and all other personal property of every kind and description, whether now owned or hereafter acquired, and all proceeds and products thereof) in favor of Northern Dominion Trust Company, as Collateral Agent, for the benefit of the holders of the Notes;
(iii) the execution, delivery, and performance by TMPI of the Collateral Agency Agreement with Northern Dominion Trust Company, as Collateral Agent, governing the administration, enforcement, and release of the security interests granted under the General Security Agreement and any related collateral documents;
(iv) the execution, delivery, and performance by TMPI of the Registration Rights Agreement, pursuant to which TMPI, as a Guarantor, has agreed to certain registration obligations in respect of the Guarantee;
(v) the execution, delivery, and performance by TMPI of the Purchase Agreement, in its capacity as a Guarantor party thereto, including the delivery of the representations, warranties, covenants, and indemnification obligations of the Guarantors set forth therein;
(vi) the authorization of the following officers of TMPI, each acting individually with full power and authority, to execute and deliver each of the Transaction Documents and any and all ancillary documents, certificates, instruments, agreements, and filings contemplated thereby or required in connection therewith on behalf of TMPI:
•  James R. Macallister, President and Director;
•  Margaret A. Fenton, Secretary;
•  David K. Okonkwo, Vice President, Finance; and
•  Sarah L. Whitmore, Director;
(vii) the authorization of such officers to take all such further actions, and to execute and deliver all such further documents, certificates, instruments, and agreements, as any such officer may deem necessary, appropriate, or desirable to consummate the transactions contemplated by the Transaction Documents and to carry out the purposes and intent of the Board Resolutions, the execution and delivery of any such document by any such officer to be conclusive evidence of such officer's determination that such document is necessary, appropriate, or desirable; and
(viii) the ratification, confirmation, and approval of all actions heretofore taken by the officers and directors of TMPI in connection with the foregoing matters and the transactions contemplated by the Transaction Documents.
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 party, including, without limitation, the provision of the Guarantee and the granting of the security interests under the General Security Agreement. To the extent any such shareholder consent or approval is or may be required, such consent or approval has been duly obtained by Torchlight Mining Corp. in its capacity as sole shareholder of TMPI, and I have reviewed records in the minute books of the Company confirming the same.
D. Incumbency Certificate
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 person's name in the Incumbency Certificate is such person's genuine signature.
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 date hereof. To the best of my knowledge, information, and belief, no event has occurred since the date of such Certificate of Status that would cause TMPI to cease to be an active corporation in good standing under the OBCA.
F. No Amendments
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 and the exhibits attached hereto as if this certificate were addressed and delivered directly to such person or entity:
(a) Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc., as Initial Purchasers under the Purchase Agreement;
(b) Northern Dominion Trust Company, in its capacities as Trustee under the Indenture and as Collateral Agent under the General Security Agreement and the Collateral Agency Agreement;
(c) Calderwood & Harkness LLP, as United States counsel to the Issuer and the Guarantors, and Clairmont & Voss LLP, as United States counsel to the Initial Purchasers, each of which is entitled to rely on this certificate in connection with the rendering of legal opinions and the delivery of closing documents in connection with the offering of the Notes;
(d) Pendleton Ross LLP, as Canadian counsel to the Issuer and the Guarantors, which is entitled to rely on this certificate in rendering its Canadian legal opinion delivered at the closing of the offering of the Notes; and
(e) Greystone & Whitfield LLP, as Canadian counsel to the Initial Purchasers, which is entitled to rely on this certificate in rendering its Canadian legal opinion delivered at the closing of the offering of the Notes.
The undersigned makes the foregoing certifications to the best of her knowledge, information, and belief after due inquiry and after having reviewed the records, minute books, and corporate files of TMPI maintained at the registered office of TMPI or otherwise in the custody of the Secretary.
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 (Ontario)
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 each Common Share held at all such meetings.
(b) Dividends. The holders of Common Shares shall be entitled to receive dividends if, as, and when declared by the Board of Directors of the Corporation out of the assets of the Corporation properly applicable to the payment of dividends, in such amounts and payable in such manner as the Board of Directors may from time to time determine.
(c) Liquidation, Dissolution, or Winding-Up. In the event of the liquidation, dissolution, or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of Common Shares shall be entitled to receive the remaining property and assets of the Corporation.
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 directors, or (b) the approval of the holders of at least a majority of the shares of the Corporation for the time being outstanding, expressed by a resolution passed at a meeting of the shareholders or by an instrument or instruments in writing signed by such shareholders.
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 of the Corporation, were, while in that employment, and have continued after termination of that employment to be, shareholders of the Corporation, is limited to not more than fifty (50), two (2) or more persons who are the joint registered owners of one or more shares being counted as one (1) shareholder.
9. First Director(s):
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 authorize the issuance of an unlimited number of Common Shares, as set forth in Section 6 above.
ARTICLES OF AMENDMENT
Filed: February 22, 2017
Amendment: The maximum number of directors was increased from five (5) to ten (10).
[End of Exhibit A — The foregoing constitutes the complete Articles of Incorporation of Torchlight Milling & Processing Inc. as currently in effect, including all amendments thereto.]
EXHIBIT B
BY-LAWS OF TORCHLIGHT MILLING & PROCESSING INC.
(as currently in effect)
BY-LAW NO. 1
A by-law relating generally to the conduct of the affairs of Torchlight Milling & Processing Inc. (hereinafter called the "Corporation").
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 time;
(c) "Board" means the board of directors of the Corporation;
(d) "Corporation" means Torchlight Milling & Processing Inc.; and
(e) "Shareholder" or "Shareholders" means the registered holder or holders of shares of the Corporation.
1.02 Interpretation. All terms used in this by-law that are defined in the Act shall have the meanings given to such terms in the Act.
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 Election and Term. Directors shall be elected at each annual meeting of shareholders and shall hold office until the close of the next annual meeting of shareholders or until their successors are elected or appointed, unless the director's office is earlier vacated in accordance with the Act.
2.04 Vacancies. A vacancy among the directors may be filled by resolution of the remaining directors if a quorum of directors exists, and such appointment shall be valid until the close of the next annual meeting of shareholders.
2.05 Meetings. Meetings of the Board may be held at any time and place as determined by the Chairman of the Board or the President or any two (2) directors. Notice of each meeting shall be given not less than forty-eight (48) hours before the time of the meeting.
2.06 Quorum. A majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board.
2.07 Resolutions in Writing. A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors.
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 shall have such powers and duties as the Board may specify.
3.03 Secretary. The Secretary shall attend and be the secretary of all meetings of the Board and of the shareholders and shall maintain the records and minute books of the Corporation. The Secretary shall give all notices required to be given to shareholders, directors, auditors, and members of committees of the Board.
3.04 Vice President, Finance. The Vice President, Finance, shall have the general management and oversight of all the financial affairs of the Corporation and shall keep proper books of account and accounting records.
3.05 Term and Removal. Each officer shall hold office until removed by resolution of the Board or until a successor is appointed.
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 majority of the voting rights attached to all shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum.
4.04 Resolutions in Writing. A resolution in writing signed by all the shareholders entitled to vote on that resolution is as valid as if it had been passed at a meeting of shareholders.
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 instrument or class of instruments may or shall be signed.
5.02 Corporate Seal. The Corporation may, but need not, have a corporate seal.
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 to secure performance of an obligation of any person; and
(d) mortgage, hypothecate, pledge, or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.
7.02 Delegation. The Board may from time to time delegate to such one or more of the directors and officers of the Corporation as may be designated by the Board all or any of the powers conferred upon the Board by Section 7.01 to such extent and in such manner as the Board shall determine at the time of each such delegation.
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 amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative, or other proceeding in which the individual is involved because of that association with the Corporation or other entity, to the fullest extent permitted by the Act.
8.02 Insurance. The Corporation may purchase and maintain insurance for the benefit of any individual referred to in Section 8.01 against any liability incurred by the individual in the capacity of a director or officer of the Corporation or in a similar capacity for another entity, if the individual acts or acted in that capacity at the Corporation's request.
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 shareholder on June 12, 2009.
Last amended by the Board of Directors on March 14, 2018. Confirmed by the sole shareholder on March 14, 2018.
[End of Exhibit B — The foregoing constitutes the complete By-laws of Torchlight Milling & Processing Inc. as currently in effect, including all amendments thereto.]
EXHIBIT C
RESOLUTIONS OF THE BOARD OF DIRECTORS OF TORCHLIGHT MILLING & PROCESSING INC.
Adopted by Unanimous Written Consent in Lieu of a Meeting Effective as of March 25, 2022
The undersigned, being all of the directors of Torchlight Milling & Processing Inc. (the "Corporation"), a corporation incorporated under the Business Corporations Act (Ontario), hereby consent to and adopt the following resolutions in writing in lieu of a meeting of the Board of Directors of the Corporation, pursuant to Section 129 of the Business Corporations Act (Ontario) and Section 2.07 of By-law No. 1 of the Corporation, with the same force and effect as if such resolutions had been duly passed at a meeting of the Board of Directors duly called and constituted for such purpose:
RECITALS.  WHEREAS:
A. The Corporation is a wholly owned subsidiary of Torchlight Mining Corp. ("TMC"), a corporation incorporated under the Canada Business Corporations Act;
B. TMC proposes to issue $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes") in a private offering to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act;
C. The Notes will be governed by an indenture (the "Indenture") to be dated as of or about April 19, 2022, among TMC, as issuer, the Corporation, Wolverine Lake Mining Ltd., and Torchlight U.S. Holdings, Inc., as guarantors (collectively, the "Guarantors"), and Northern Dominion Trust Company, as trustee (the "Trustee");
D. In connection with the issuance of the Notes, the Corporation is required to guarantee the Issuer's obligations under the Notes and the Indenture by providing a joint and several, senior secured guarantee (the "Guarantee") in favor of the holders of the Notes;
E. In connection with the issuance of the Notes, the Corporation is required to grant first-priority security interests and liens on substantially all of its tangible and intangible personal property, including but not limited to equipment, inventory, accounts receivable, deposit accounts, chattel paper, documents of title, instruments, investment property, intellectual property (including patents, trademarks, copyrights, trade secrets, and industrial designs), goods, general intangibles, and all other personal property of every kind and description, whether now owned or hereafter acquired, and all proceeds and products thereof, pursuant to a General Security Agreement (Canada) (the "General Security Agreement") to be dated as of or about April 19, 2022, among the Corporation, TMC, and Wolverine Lake Mining Ltd., as grantors, and Northern Dominion Trust Company, as collateral agent (the "Collateral Agent");
F. The security interests granted under the General Security Agreement will be first-priority liens in favor of the Collateral Agent for the benefit of the holders of the Notes;
G. TMC, the Guarantors, and the Collateral Agent will enter into a Collateral Agency Agreement (the "Collateral Agency Agreement") to be dated as of or about April 19, 2022, governing the administration and enforcement of the security interests;
H. TMC, the Guarantors, and certain initial purchasers, being Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc. (the "Initial Purchasers"), have entered into a Purchase Agreement dated March 29, 2022 (the "Purchase Agreement"), pursuant to which the Initial Purchasers have agreed to purchase the Notes from TMC;
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: approximately $167,000,000 for the Phase II expansion of the Wolverine Lake nickel-copper mine in Northern Ontario, $110,250,000 for the repayment in full of outstanding borrowings under the revolving credit facility provided by Ridgeline Bank of Canada, approximately $14,250,000 for the payment of transaction fees, commissions, and expenses in connection with the offering, and approximately $8,500,000 for general corporate purposes;
K. The Board of Directors of the Corporation has reviewed and considered the terms and conditions of the Indenture, the Guarantee, the General Security Agreement, the Collateral Agency Agreement, the Purchase Agreement, and the Registration Rights Agreement (collectively, the "Transaction Documents"), and has determined that it is in the best interests of the Corporation to execute, deliver, and perform the Transaction Documents and to consummate the transactions contemplated thereby; and
L. The Board of Directors of the Corporation has determined that the Corporation will benefit, directly and indirectly, from the issuance of the Notes and the application of the net proceeds thereof, and that the provision of the Guarantee and the granting of the security interests are in the best interests of the Corporation and its shareholder.
OPERATIVE RESOLUTIONS.  NOW, THEREFORE, BE IT RESOLVED:
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 Secured Notes due 2029, 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, the execution thereof by such officer or officers to be conclusive evidence of such approval.
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 Collateral Agent for the benefit of the holders of the Notes, 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.
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 connection therewith:
•  James R. Macallister, President and Director;
•  Margaret A. Fenton, Secretary;
•  David K. Okonkwo, Vice President, Finance; and
•  Sarah L. Whitmore, Director.
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 other jurisdiction), and do all such other acts and things as any such officer may deem necessary, appropriate, or desirable in order to carry out the intent and accomplish the purposes of the foregoing resolutions and to consummate the transactions contemplated by the Transaction Documents, the taking of any such action, the execution and delivery of any such document, or the making of any such filing by any such officer to be conclusive evidence of such officer's determination that such action, document, or filing is necessary, appropriate, or desirable.
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 Board of Directors.
IN WITNESS WHEREOF, the undersigned directors have executed this unanimous written consent effective as of March 25, 2022.
________________________________________
James R. Macallister, Director
________________________________________
Sarah L. Whitmore, Director
[End of Exhibit C — The foregoing constitutes the complete resolutions of the Board of Directors of Torchlight Milling & Processing Inc. adopted by unanimous written consent effective as of March 25, 2022.]
EXHIBIT D
INCUMBENCY CERTIFICATE OF TORCHLIGHT MILLING & PROCESSING INC.
The undersigned, Margaret A. Fenton, Secretary of Torchlight Milling & Processing Inc. (the "Corporation"), a corporation incorporated under the Business Corporations Act (Ontario), hereby certifies, as of April 19, 2022, that each of the persons named below has been duly elected or appointed to, and currently holds, the office or offices set forth opposite such person's name, and that the signature set forth opposite such person's name is such person's genuine signature. Each such person is authorized to execute and deliver, on behalf of the Corporation, the Transaction Documents (as defined in the Secretary's Certificate to which this Incumbency Certificate is attached as Exhibit D) and any and all ancillary documents, certificates, instruments, and agreements contemplated thereby or required in connection therewith.
Each of the persons listed above was holding the office or offices set forth opposite such person's name on the date of execution and delivery of the Transaction Documents and continues to hold such office or offices as of the date hereof.
Certification by the Secretary:
Certified by:
________________________________________
Name: Margaret A. Fenton
Title: Secretary
Date: April 19, 2022
Countersignature by a Director (confirming the incumbency and specimen signature of the Secretary):
I, Sarah L. Whitmore, Director of Torchlight Milling & Processing Inc., hereby confirm that Margaret A. Fenton is duly appointed and currently serving as Secretary of the Corporation and that the signature set forth above opposite her name is her genuine signature.
________________________________________
Name: Sarah L. Whitmore
Title: Director
Date: April 19, 2022
[End of Exhibit D — The foregoing constitutes the complete Incumbency Certificate of Torchlight Milling & Processing Inc.]
EXHIBIT E
CERTIFICATE OF STATUS TORCHLIGHT MILLING & PROCESSING INC.
Issued by the Ontario Ministry of Government and Consumer Services
PROVINCE OF ONTARIO MINISTRY OF GOVERNMENT AND CONSUMER SERVICES
CERTIFICATE OF STATUS
Business Corporations Act
I hereby certify that, according to the records of the Ministry of Government and Consumer Services, the following corporation is an active corporation under the Business Corporations Act (Ontario):
Corporation Name: Torchlight Milling & Processing Inc.
Ontario Corporation Number: 1847293
Date of Incorporation: June 12, 2009
Jurisdiction: Ontario, Canada
This certificate confirms that, as of the date hereof, Torchlight Milling & Processing Inc. has not been dissolved and has not been cancelled under the Business Corporations Act or any other Act administered by the Ministry of Government and Consumer Services. The Corporation is an active Ontario corporation.
This Certificate of Status is issued under the authority of the Business Corporations Act (Ontario).
Issued: April 14, 2022
________________________________________
Director, Ministry of Government and Consumer Services Province of Ontario
[End of Exhibit E — The foregoing is the Certificate of Status issued by the Ontario Ministry of Government and Consumer Services in respect of Torchlight Milling & Processing Inc.]
[End of Secretary's Certificate of Torchlight Milling & Processing Inc. and all Exhibits attached hereto.]
Name | Title | Specimen Signature
James R. Macallister | President / Director | _____
Margaret A. Fenton | Secretary | _____
David K. Okonkwo | Vice President, Finance | _____
Sarah L. Whitmore | Director | _____
Name | Address | Resident Canadian
Robert W. Hargreaves | 116 Rideau Terrace, Ottawa, Ontario K1M 0Z3 | Yes
Name | Address
Pendleton Ross LLP | 200 Bay Street, Suite 3400, Toronto, Ontario M5J 2Z4
Full Name | Title | Specimen Signature
James R. Macallister | President / Director | _______
Margaret A. Fenton | Secretary | _______
David K. Okonkwo | Vice President, Finance | _______
Sarah L. Whitmore | Director | _______

SECRETARY'S CERTIFICATE OF TORCHLIGHT MILLING & PROCESSING INC.

I. CERTIFYING OFFICER IDENTIFICATION AND RECITALS

II. CERTIFICATION PARAGRAPHS

III. RELIANCE AND ADDRESSEES

IV. EXECUTION

TORCHLIGHT MILLING & PROCESSING INC.

EXHIBIT A

ARTICLES OF INCORPORATION OF TORCHLIGHT MILLING & PROCESSING INC.

CERTIFICATE OF INCORPORATION

ARTICLES OF AMENDMENT

ARTICLES OF AMENDMENT

EXHIBIT B

BY-LAWS OF TORCHLIGHT MILLING & PROCESSING INC.

BY-LAW NO. 1

EXHIBIT C

RESOLUTIONS OF THE BOARD OF DIRECTORS OF TORCHLIGHT MILLING & PROCESSING INC.

RECITALS. WHEREAS:

OPERATIVE RESOLUTIONS. NOW, THEREFORE, BE IT RESOLVED:

EXHIBIT D

INCUMBENCY CERTIFICATE OF TORCHLIGHT MILLING & PROCESSING INC.

Record

Parties

Dates

Amounts