1039-00002 · Torchlight Mining Corp · Closing

secretarys-certificate-tushi.docx DOCUMENT Capital Markets

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SECRETARY'S CERTIFICATE OF TORCHLIGHT U.S. HOLDINGS, INC.

Delivered 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. Introductory Certification

The undersigned, Margaret R. Chisholm, hereby certifies that she is the duly elected, qualified, and acting Secretary of Torchlight U.S. Holdings, Inc., a corporation duly incorporated and existing under the laws of the State of Delaware (the "Company" or "TUSHI"), Employer Identification Number 84-3921057, with its registered office located at 1209 Orange Street, Wilmington, Delaware 19801, United States, and that, in such capacity, she is authorized to execute and deliver this Secretary's Certificate (this "Certificate") on behalf of the Company. The undersigned further certifies, in her capacity as Secretary and not in her individual capacity, each of the matters set forth herein.

TUSHI is a wholly owned subsidiary of Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act ("Torchlight" or the "Issuer"). This Certificate is delivered pursuant to, and in satisfaction of the conditions set forth in, the Purchase Agreement dated as of March 29, 2022 (the "Purchase Agreement") among Torchlight Mining Corp., as Issuer, Wolverine Lake Mining Ltd., a corporation organized under the laws of the Province of Ontario ("Wolverine Lake"), Torchlight Milling & Processing Inc., a corporation organized under the laws of the Province of British Columbia ("Torchlight Milling"), and Torchlight U.S. Holdings, Inc. (Wolverine Lake, Torchlight Milling, and TUSHI, collectively, the "Guarantors"), on the one hand, and Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc. (collectively, the "Initial Purchasers"), on the other hand, in connection with the issuance and sale by the Issuer of $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes").

This Certificate is also delivered in connection with the following agreements, each dated as of April 19, 2022:

(a) the Indenture dated as of April 19, 2022 (the "Indenture") among Torchlight Mining Corp., as Issuer, the Guarantors, and Northern Dominion Trust Company, as Trustee and Collateral Agent (the "Trustee" or "Collateral Agent"), governing the terms and conditions of the Notes and the related guarantees;

(b) the Security Agreement (U.S.) dated as of April 19, 2022 (the "U.S. Security Agreement") between Torchlight U.S. Holdings, Inc. and Northern Dominion Trust Company, as Collateral Agent, pursuant to which the Company grants a first-priority security interest in substantially all of its assets to secure the obligations under the Notes and the Indenture; and

(c) 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 rights, duties, and obligations of the Collateral Agent with respect to the collateral securing the Notes.

The Purchase Agreement, the Indenture, the U.S. Security Agreement, the Collateral Agency Agreement, and all other documents, instruments, agreements, and certificates executed and delivered in connection with the issuance of the Notes are collectively referred to herein as the "Transaction Documents."

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.

The undersigned, on behalf of the Company, hereby certifies to the Initial Purchasers, the Trustee, and the Collateral Agent as follows:

II. Certification as to Organizational Documents

A. Certificate of Incorporation

The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Torchlight U.S. Holdings, Inc., as originally filed with the Secretary of State of the State of Delaware, together with all amendments, restatements, supplements, and certificates of correction thereto, if any, through and including the date hereof (collectively, the "Charter"). The Charter has not been further amended, restated, supplemented, or otherwise modified since the date of its most recent filing with the Secretary of State of the State of Delaware, and no proceedings for the amendment, restatement, or modification of the Charter are pending or, to the knowledge of the undersigned, contemplated. The Charter remains in full force and effect as of the date hereof. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.

B. Bylaws. The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Torchlight U.S. Holdings, Inc. (the "Bylaws"), as currently in full force and effect, including all amendments, restatements, and supplements thereto, if any, through and including the date hereof. The Bylaws have not been further amended, modified, restated, supplemented, rescinded, or revoked since the date of their most recent adoption or amendment by the Board of Directors of the Company (the "Board") or by the stockholders of the Company, and no proceedings for the amendment, modification, restatement, rescission, or revocation of the Bylaws are pending or, to the knowledge of the undersigned, contemplated. The Bylaws remain in full force and effect as of the date hereof.

III. Certification as to Board Resolutions

The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Torchlight U.S. Holdings, Inc. by unanimous written consent in lieu of a meeting, effective as of March 28, 2022, in accordance with Section 141(f) of the Delaware General Corporation Law (the "DGCL"), the Charter, and the Bylaws. The Resolutions authorized, among other things, the following actions on behalf of the Company:

A. Authorization of the Guarantee

The Resolutions authorized the execution, delivery, and performance by TUSHI of the joint and several, senior secured guarantee (the "Guarantee") of the Issuer's obligations under the Notes and the Indenture, as more particularly set forth in the Indenture dated as of April 19, 2022. The Guarantee is provided jointly and severally by TUSHI together with the guarantees provided by Wolverine Lake Mining Ltd. and Torchlight Milling & Processing Inc., each as a Guarantor under the Indenture, and constitutes a senior secured obligation of TUSHI, ranking equal in right of payment with all existing and future senior indebtedness of TUSHI (other than indebtedness that is by its terms subordinated in right of payment to the Guarantee) and senior in right of payment to all existing and future subordinated indebtedness of TUSHI.

B. Authorization of the U.S. Security Agreement

The Resolutions authorized the execution, delivery, and performance by TUSHI of the Security Agreement (U.S.) dated as of April 19, 2022 with Northern Dominion Trust Company, as Collateral Agent. Pursuant to the U.S. Security Agreement, TUSHI grants to the Collateral Agent, for the benefit of the holders of the Notes and the other secured parties, a first-priority security interest in and lien upon substantially all of the assets of TUSHI, including, without limitation, all accounts receivable, inventory, equipment, general intangibles, intellectual property, intercompany notes and receivables, deposit accounts, investment property, chattel paper, instruments, documents, letter-of-credit rights, commercial tort claims, supporting obligations, and all proceeds, products, accessions, rents, and profits thereof, in each case whether now owned or hereafter acquired, to secure the payment and performance of all obligations of TUSHI under the Guarantee, the Indenture, and the other Transaction Documents.

C. Authorization of the Collateral Agency Agreement

The Resolutions authorized the execution, delivery, and performance by TUSHI of the Collateral Agency Agreement dated as of April 19, 2022 among Torchlight Mining Corp., the Guarantors, and Northern Dominion Trust Company, as Collateral Agent, pursuant to which, among other things, the parties thereto appointed Northern Dominion Trust Company as Collateral Agent and set forth the rights, duties, responsibilities, and obligations of the Collateral Agent with respect to the administration and enforcement of the security interests and liens granted under the U.S. Security Agreement and the other security documents executed in connection with the offering of the Notes.

D. Authorization of Related Transaction Documents

The Resolutions authorized the execution, delivery, and performance by TUSHI of any and all other documents, instruments, agreements, certificates, notices, consents, and filings required or contemplated by the Purchase Agreement, the Indenture, the U.S. Security Agreement, the Collateral Agency Agreement, or any other Transaction Document, including, without limitation, officers' certificates, legal opinions, UCC financing statements, perfection certificates, and any other documents necessary or advisable to consummate the transactions contemplated thereby. The Resolutions further authorized each of the officers of the Company named therein, acting singly, to take all actions and to execute and deliver all documents, instruments, and agreements as such officer may deem necessary, appropriate, or advisable to carry out the purposes and intent of the Resolutions and to consummate the transactions contemplated by the Transaction Documents, with such changes, amendments, modifications, supplements, or additions thereto 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.

E. Confirmation of Due Adoption

The undersigned further certifies that:

(i) the Resolutions were duly adopted by the unanimous written consent of the Board of Directors of the Company, in accordance with Section 141(f) of the DGCL, the Charter, and the Bylaws, and such written consent has been duly filed with the minutes of the proceedings of the Board;

(ii) the Resolutions have not been amended, modified, rescinded, revoked, or superseded, in whole or in part, and remain in full force and effect as of the date hereof;

(iii) no other or additional resolutions have been adopted by the Board of Directors or the stockholders of the Company that would in any way amend, modify, limit, restrict, impair, or conflict with the authority granted by the Resolutions; and

(iv) the adoption of the Resolutions did not require the approval or consent of the stockholders of the Company under the DGCL, the Charter, or the Bylaws, or, if such approval or consent was required, such approval or consent has been duly obtained.

IV. Incumbency Certificate

The undersigned hereby certifies that attached hereto as Exhibit D is the Incumbency Certificate of Torchlight U.S. Holdings, Inc. The undersigned further certifies that each of the following persons is a duly elected or appointed, qualified, and acting officer of Torchlight U.S. Holdings, Inc. as of the date hereof, holding the office or offices set forth opposite his or her name below, and that the signature set forth opposite each such person's name is his or her true and genuine signature:

Each of the foregoing officers is duly authorized to execute and deliver, on behalf of Torchlight U.S. Holdings, Inc., the Indenture (in the capacity of TUSHI as Guarantor), the U.S. Security Agreement, the Collateral Agency Agreement, and any and all other Transaction Documents, closing certificates, officers' certificates, and instruments required or contemplated in connection with the offering, issuance, and sale of the Notes, and to take all actions necessary, appropriate, or advisable to consummate the transactions contemplated thereby, in each case pursuant to the authority granted by the Resolutions.

V. Good Standing

The undersigned hereby certifies that, to the best of her knowledge after due inquiry, Torchlight U.S. Holdings, Inc. is in good standing under the laws of the State of Delaware as of the date hereof. The Company has paid all franchise taxes and fees due and owing to the State of Delaware, and no event has occurred that would cause the Company to cease to be in good standing under the laws of the State of Delaware. A Certificate of Good Standing (or Certificate of Status) issued by the Secretary of State of the State of Delaware with respect to Torchlight U.S. Holdings, Inc., dated on or about April 15, 2022 (being within ten (10) business days prior to the Closing Date), has been obtained and is attached hereto as Exhibit E and is being separately delivered as a closing deliverable to the Initial Purchasers and the Trustee as required by the Purchase Agreement.

VI. No Dissolution or Proceedings

The undersigned hereby certifies that no proceedings for the dissolution, liquidation, winding up, merger, consolidation, conversion, or reorganization of Torchlight U.S. Holdings, Inc. have been commenced, are pending, or, to the knowledge of the undersigned after due inquiry, are threatened or contemplated. No petition in bankruptcy, or for relief under any applicable insolvency, reorganization, moratorium, or similar law for the relief of debtors, has been filed by or against the Company, and no receiver, trustee, custodian, sequestrator, or similar official has been appointed for the Company or any substantial part of its property. The Company is not insolvent within the meaning of any applicable federal or state bankruptcy or insolvency law, and the Company has not made an assignment for the benefit of creditors.

VII. General Certifications

The undersigned hereby further certifies as follows:

(a) The undersigned has access to, and has reviewed, the books and records of Torchlight U.S. Holdings, Inc. maintained at the principal offices of the Company and at the registered office of the Company in the State of Delaware, including, without limitation, the corporate minute books, stock ledgers, and records of proceedings of the Board of Directors and stockholders of the Company, and the certifications set forth herein are based upon such review and the personal knowledge of the undersigned.

(b) All representations, warranties, and certifications contained in this Certificate are true and correct as of April 19, 2022, which is the closing date (the "Closing Date") for the issuance and sale of the Notes pursuant to the Purchase Agreement.

(c) The undersigned is authorized to execute and deliver this Certificate on behalf of the Company pursuant to the Resolutions and in her capacity as Secretary of the Company.

(d) This Certificate may be relied upon by the Initial Purchasers, the Trustee, the Collateral Agent, and their respective counsel as a closing deliverable under the Purchase Agreement, and for the purposes of the opinions of counsel delivered in connection with the closing of the offering of the Notes.

(e) The undersigned acknowledges that the Initial Purchasers, the Trustee, and the Collateral Agent are relying upon the certifications set forth herein in connection with the consummation of the transactions contemplated by the Purchase Agreement, the Indenture, the U.S. Security Agreement, and the Collateral Agency Agreement.

VIII. Execution

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of April 19, 2022.

TORCHLIGHT U.S. HOLDINGS, INC. a Delaware corporation

By: ________

Name: Margaret R. Chisholm

Title: Secretary

Date: April 19, 2022

The undersigned, David J. Harrington, President of Torchlight U.S. Holdings, Inc., hereby confirms that Margaret R. Chisholm is the duly elected, qualified, and acting Secretary of Torchlight U.S. Holdings, Inc. and that the signature set forth above is her genuine signature.

By: ________

Name: David J. Harrington

Title: President

Date: April 19, 2022

EXHIBIT A

Certificate of Incorporation of Torchlight U.S. Holdings, Inc.

The Certificate of Incorporation of Torchlight U.S. Holdings, Inc., as filed with the Secretary of State of the State of Delaware, including all amendments, restatements, supplements, and certificates of correction thereto, is attached immediately following this page.

Jurisdiction of Incorporation: State of Delaware Registered Office: 1209 Orange Street, Wilmington, Delaware 19801, United States Registered Agent: National Corporate Services, Inc.

[Certified copy of Certificate of Incorporation and all amendments thereto attached hereto]

EXHIBIT B

Bylaws of Torchlight U.S. Holdings, Inc.

The Bylaws of Torchlight U.S. Holdings, Inc., as currently in full force and effect, including all amendments, restatements, and supplements thereto, are attached immediately following this page.

[Complete copy of Bylaws and all amendments thereto attached hereto]

EXHIBIT C

Resolutions of the Board of Directors of Torchlight U.S. Holdings, Inc.

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF TORCHLIGHT U.S. HOLDINGS, INC. A Delaware Corporation

Effective as of March 28, 2022

The undersigned, being all of the members of the Board of Directors (the "Board") of Torchlight U.S. Holdings, Inc., a corporation incorporated under the laws of the State of Delaware (the "Company" or "TUSHI"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, the Certificate of Incorporation, and the Bylaws of the Company, hereby consent to and adopt the following recitals and resolutions, effective as of the date first set forth above, without the necessity of a meeting:

RECITALS

WHEREAS, TUSHI is a wholly owned subsidiary of Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act ("Torchlight" or the "Issuer");

WHEREAS, Torchlight proposes to issue $300,000,000 aggregate principal amount of its 8.750% Senior Secured Notes due 2029 (the "Notes"), with a scheduled maturity date of April 15, 2029, in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), to be offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act;

WHEREAS, in connection with the issuance of the Notes, TUSHI is required to guarantee the obligations of the Issuer under the Notes and the Indenture to be dated as of the closing date (the "Indenture") among Torchlight, the guarantors party thereto, and Northern Dominion Trust Company, as Trustee and Collateral Agent, and to grant first-priority security interests in substantially all of its assets as described in the Security Agreement (U.S.) (the "U.S. Security Agreement") to be dated as of the closing date between TUSHI and Northern Dominion Trust Company, as Collateral Agent, and in the Collateral Agency Agreement (the "Collateral Agency Agreement") to be dated as of the closing date among Torchlight, the guarantors party thereto, and Northern Dominion Trust Company, as Collateral Agent;

WHEREAS, the Board has reviewed and considered the terms and conditions of the Notes, the Indenture, the U.S. Security Agreement, the Collateral Agency Agreement, and the Purchase Agreement to be dated as of March 29, 2022 (the "Purchase Agreement") among the Issuer, the guarantors party thereto, and Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc., as Initial Purchasers; and

WHEREAS, the Board has determined, after careful deliberation and upon the advice of counsel, that the execution, delivery, and performance by TUSHI of the Guarantee, the U.S. Security Agreement, the Collateral Agency Agreement, and the related Transaction Documents, and the consummation of the transactions contemplated thereby, are in the best interests of TUSHI and its stockholder;

NOW, THEREFORE, BE IT:

RESOLVED, that the Company is hereby authorized to execute, deliver, and perform its obligations under the Indenture, as a Guarantor, including, without limitation, the Guarantee of the Notes, and that the Guarantee shall constitute a joint and several, senior secured guarantee of all of the obligations of the Issuer under the Notes and the Indenture, together with the guarantees of Wolverine Lake Mining Ltd. and Torchlight Milling & Processing Inc.;

RESOLVED FURTHER, that the Company is hereby authorized to execute, deliver, and perform its obligations under the U.S. Security Agreement, and to grant to Northern Dominion Trust Company, as Collateral Agent, for the benefit of the holders of the Notes and the other secured parties, a first-priority security interest in and lien upon substantially all of the assets of the Company, including, without limitation, all accounts receivable, inventory, equipment, general intangibles, intellectual property, intercompany notes and receivables, deposit accounts, investment property, chattel paper, instruments, documents, letter-of-credit rights, commercial tort claims, supporting obligations, and all proceeds, products, accessions, rents, and profits thereof, whether now owned or hereafter acquired, to secure the payment and performance of all obligations of the Company under the Guarantee, the Indenture, and the other Transaction Documents;

RESOLVED FURTHER, that the Company is hereby authorized to execute, deliver, and perform its obligations under the Collateral Agency Agreement;

RESOLVED FURTHER, that the Company is hereby authorized to execute, deliver, and perform its obligations under such other documents, instruments, agreements, certificates, UCC financing statements, perfection certificates, notices, consents, and filings as may be required or contemplated by the Purchase Agreement, the Indenture, the U.S. Security Agreement, the Collateral Agency Agreement, or any other Transaction Document, or as may be necessary, appropriate, or advisable to consummate the transactions contemplated thereby;

RESOLVED FURTHER, that each of the following officers of the Company, acting singly, is hereby authorized and directed to execute and deliver, on behalf of the Company, the Indenture (as Guarantor), the U.S. Security Agreement, the Collateral Agency Agreement, and any and all other Transaction Documents, and to take all such actions and to execute and deliver all such instruments, documents, and agreements as such officer may deem necessary, appropriate, or advisable to carry out the purposes and intent of these resolutions and to consummate the transactions contemplated hereby, with such changes, amendments, modifications, supplements, or additions thereto as such officer shall approve, the execution thereof by such officer to be conclusive evidence of such approval: David J. Harrington, President; Carla M. Fontaine, Vice President and Treasurer; Margaret R. Chisholm, Secretary; and Scott E. Lundgren, Assistant Secretary; and

RESOLVED FURTHER, that any and all actions heretofore taken by any officer or director of the Company in connection with the transactions contemplated by these resolutions and the Transaction Documents are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.

This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company.

[Signatures of all Directors of Torchlight U.S. Holdings, Inc. follow]

EXHIBIT D

Incumbency Certificate

INCUMBENCY CERTIFICATE OF TORCHLIGHT U.S. HOLDINGS, INC.

As of April 19, 2022

The undersigned, Margaret R. Chisholm, Secretary of Torchlight U.S. Holdings, Inc., a corporation duly incorporated and existing under the laws of the State of Delaware (the "Company"), hereby certifies that, as of the date hereof, each of the persons named below is a duly elected or appointed, qualified, and acting officer of the Company, holding the office or offices set forth opposite his or her name, and that the signature appearing opposite each such person's name is his or her true and genuine signature. Each such person is authorized to execute and deliver, on behalf of the Company, the Indenture (as Guarantor), the Security Agreement (U.S.), the Collateral Agency Agreement, and any and all other documents, instruments, agreements, and certificates executed and delivered in connection with the offering, issuance, and sale of the $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 by Torchlight Mining Corp.

IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate as of April 19, 2022.

TORCHLIGHT U.S. HOLDINGS, INC.

By: ________

Name: Margaret R. Chisholm

Title: Secretary

EXHIBIT E

Certificate of Good Standing

A Certificate of Good Standing (or Certificate of Status) of Torchlight U.S. Holdings, Inc. issued by the Secretary of State of the State of Delaware, dated on or about April 15, 2022 (being within ten (10) business days prior to the Closing Date of April 19, 2022), is attached immediately following this page.

Entity Name: Torchlight U.S. Holdings, Inc. Jurisdiction: State of Delaware File Number: 7428163 Date of Certificate: On or about April 15, 2022

[Certified copy of Certificate of Good Standing issued by the Secretary of State of the State of Delaware attached hereto]

Name	Title	Signature
David J. Harrington	President and Director	________
Carla M. Fontaine	Vice President and Treasurer	________
Margaret R. Chisholm	Secretary	________
Scott E. Lundgren	Assistant Secretary	________
Name	Title	Specimen Signature
David J. Harrington	President and Director	________
Carla M. Fontaine	Vice President and Treasurer	________
Margaret R. Chisholm	Secretary	________
Scott E. Lundgren	Assistant Secretary	________

SECRETARY'S CERTIFICATE OF TORCHLIGHT U.S. HOLDINGS, INC.
Delivered 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. Introductory Certification
The undersigned, Margaret R. Chisholm, hereby certifies that she is the duly elected, qualified, and acting Secretary of Torchlight U.S. Holdings, Inc., a corporation duly incorporated and existing under the laws of the State of Delaware (the "Company" or "TUSHI"), Employer Identification Number 84-3921057, with its registered office located at 1209 Orange Street, Wilmington, Delaware 19801, United States, and that, in such capacity, she is authorized to execute and deliver this Secretary's Certificate (this "Certificate") on behalf of the Company. The undersigned further certifies, in her capacity as Secretary and not in her individual capacity, each of the matters set forth herein.
TUSHI is a wholly owned subsidiary of Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act ("Torchlight" or the "Issuer"). This Certificate is delivered pursuant to, and in satisfaction of the conditions set forth in, the Purchase Agreement dated as of March 29, 2022 (the "Purchase Agreement") among Torchlight Mining Corp., as Issuer, Wolverine Lake Mining Ltd., a corporation organized under the laws of the Province of Ontario ("Wolverine Lake"), Torchlight Milling & Processing Inc., a corporation organized under the laws of the Province of British Columbia ("Torchlight Milling"), and Torchlight U.S. Holdings, Inc. (Wolverine Lake, Torchlight Milling, and TUSHI, collectively, the "Guarantors"), on the one hand, and Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc. (collectively, the "Initial Purchasers"), on the other hand, in connection with the issuance and sale by the Issuer of $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 (the "Notes").
This Certificate is also delivered in connection with the following agreements, each dated as of April 19, 2022:
(a) the Indenture dated as of April 19, 2022 (the "Indenture") among Torchlight Mining Corp., as Issuer, the Guarantors, and Northern Dominion Trust Company, as Trustee and Collateral Agent (the "Trustee" or "Collateral Agent"), governing the terms and conditions of the Notes and the related guarantees;
(b) the Security Agreement (U.S.) dated as of April 19, 2022 (the "U.S. Security Agreement") between Torchlight U.S. Holdings, Inc. and Northern Dominion Trust Company, as Collateral Agent, pursuant to which the Company grants a first-priority security interest in substantially all of its assets to secure the obligations under the Notes and the Indenture; and
(c) 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 rights, duties, and obligations of the Collateral Agent with respect to the collateral securing the Notes.
The Purchase Agreement, the Indenture, the U.S. Security Agreement, the Collateral Agency Agreement, and all other documents, instruments, agreements, and certificates executed and delivered in connection with the issuance of the Notes are collectively referred to herein as the "Transaction Documents."
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.
The undersigned, on behalf of the Company, hereby certifies to the Initial Purchasers, the Trustee, and the Collateral Agent as follows:
II. Certification as to Organizational Documents
A. Certificate of Incorporation
The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Torchlight U.S. Holdings, Inc., as originally filed with the Secretary of State of the State of Delaware, together with all amendments, restatements, supplements, and certificates of correction thereto, if any, through and including the date hereof (collectively, the "Charter"). The Charter has not been further amended, restated, supplemented, or otherwise modified since the date of its most recent filing with the Secretary of State of the State of Delaware, and no proceedings for the amendment, restatement, or modification of the Charter are pending or, to the knowledge of the undersigned, contemplated. The Charter remains in full force and effect as of the date hereof. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware.
B. Bylaws.  The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Torchlight U.S. Holdings, Inc. (the "Bylaws"), as currently in full force and effect, including all amendments, restatements, and supplements thereto, if any, through and including the date hereof. The Bylaws have not been further amended, modified, restated, supplemented, rescinded, or revoked since the date of their most recent adoption or amendment by the Board of Directors of the Company (the "Board") or by the stockholders of the Company, and no proceedings for the amendment, modification, restatement, rescission, or revocation of the Bylaws are pending or, to the knowledge of the undersigned, contemplated. The Bylaws remain in full force and effect as of the date hereof.
III. Certification as to Board Resolutions
The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Torchlight U.S. Holdings, Inc. by unanimous written consent in lieu of a meeting, effective as of March 28, 2022, in accordance with Section 141(f) of the Delaware General Corporation Law (the "DGCL"), the Charter, and the Bylaws. The Resolutions authorized, among other things, the following actions on behalf of the Company:
A. Authorization of the Guarantee
The Resolutions authorized the execution, delivery, and performance by TUSHI of the joint and several, senior secured guarantee (the "Guarantee") of the Issuer's obligations under the Notes and the Indenture, as more particularly set forth in the Indenture dated as of April 19, 2022. The Guarantee is provided jointly and severally by TUSHI together with the guarantees provided by Wolverine Lake Mining Ltd. and Torchlight Milling & Processing Inc., each as a Guarantor under the Indenture, and constitutes a senior secured obligation of TUSHI, ranking equal in right of payment with all existing and future senior indebtedness of TUSHI (other than indebtedness that is by its terms subordinated in right of payment to the Guarantee) and senior in right of payment to all existing and future subordinated indebtedness of TUSHI.
B. Authorization of the U.S. Security Agreement
The Resolutions authorized the execution, delivery, and performance by TUSHI of the Security Agreement (U.S.) dated as of April 19, 2022 with Northern Dominion Trust Company, as Collateral Agent. Pursuant to the U.S. Security Agreement, TUSHI grants to the Collateral Agent, for the benefit of the holders of the Notes and the other secured parties, a first-priority security interest in and lien upon substantially all of the assets of TUSHI, including, without limitation, all accounts receivable, inventory, equipment, general intangibles, intellectual property, intercompany notes and receivables, deposit accounts, investment property, chattel paper, instruments, documents, letter-of-credit rights, commercial tort claims, supporting obligations, and all proceeds, products, accessions, rents, and profits thereof, in each case whether now owned or hereafter acquired, to secure the payment and performance of all obligations of TUSHI under the Guarantee, the Indenture, and the other Transaction Documents.
C. Authorization of the Collateral Agency Agreement
The Resolutions authorized the execution, delivery, and performance by TUSHI of the Collateral Agency Agreement dated as of April 19, 2022 among Torchlight Mining Corp., the Guarantors, and Northern Dominion Trust Company, as Collateral Agent, pursuant to which, among other things, the parties thereto appointed Northern Dominion Trust Company as Collateral Agent and set forth the rights, duties, responsibilities, and obligations of the Collateral Agent with respect to the administration and enforcement of the security interests and liens granted under the U.S. Security Agreement and the other security documents executed in connection with the offering of the Notes.
D. Authorization of Related Transaction Documents
The Resolutions authorized the execution, delivery, and performance by TUSHI of any and all other documents, instruments, agreements, certificates, notices, consents, and filings required or contemplated by the Purchase Agreement, the Indenture, the U.S. Security Agreement, the Collateral Agency Agreement, or any other Transaction Document, including, without limitation, officers' certificates, legal opinions, UCC financing statements, perfection certificates, and any other documents necessary or advisable to consummate the transactions contemplated thereby. The Resolutions further authorized each of the officers of the Company named therein, acting singly, to take all actions and to execute and deliver all documents, instruments, and agreements as such officer may deem necessary, appropriate, or advisable to carry out the purposes and intent of the Resolutions and to consummate the transactions contemplated by the Transaction Documents, with such changes, amendments, modifications, supplements, or additions thereto 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.
E. Confirmation of Due Adoption
The undersigned further certifies that:
(i) the Resolutions were duly adopted by the unanimous written consent of the Board of Directors of the Company, in accordance with Section 141(f) of the DGCL, the Charter, and the Bylaws, and such written consent has been duly filed with the minutes of the proceedings of the Board;
(ii) the Resolutions have not been amended, modified, rescinded, revoked, or superseded, in whole or in part, and remain in full force and effect as of the date hereof;
(iii) no other or additional resolutions have been adopted by the Board of Directors or the stockholders of the Company that would in any way amend, modify, limit, restrict, impair, or conflict with the authority granted by the Resolutions; and
(iv) the adoption of the Resolutions did not require the approval or consent of the stockholders of the Company under the DGCL, the Charter, or the Bylaws, or, if such approval or consent was required, such approval or consent has been duly obtained.
IV. Incumbency Certificate
The undersigned hereby certifies that attached hereto as Exhibit D is the Incumbency Certificate of Torchlight U.S. Holdings, Inc. The undersigned further certifies that each of the following persons is a duly elected or appointed, qualified, and acting officer of Torchlight U.S. Holdings, Inc. as of the date hereof, holding the office or offices set forth opposite his or her name below, and that the signature set forth opposite each such person's name is his or her true and genuine signature:
Each of the foregoing officers is duly authorized to execute and deliver, on behalf of Torchlight U.S. Holdings, Inc., the Indenture (in the capacity of TUSHI as Guarantor), the U.S. Security Agreement, the Collateral Agency Agreement, and any and all other Transaction Documents, closing certificates, officers' certificates, and instruments required or contemplated in connection with the offering, issuance, and sale of the Notes, and to take all actions necessary, appropriate, or advisable to consummate the transactions contemplated thereby, in each case pursuant to the authority granted by the Resolutions.
V. Good Standing
The undersigned hereby certifies that, to the best of her knowledge after due inquiry, Torchlight U.S. Holdings, Inc. is in good standing under the laws of the State of Delaware as of the date hereof. The Company has paid all franchise taxes and fees due and owing to the State of Delaware, and no event has occurred that would cause the Company to cease to be in good standing under the laws of the State of Delaware. A Certificate of Good Standing (or Certificate of Status) issued by the Secretary of State of the State of Delaware with respect to Torchlight U.S. Holdings, Inc., dated on or about April 15, 2022 (being within ten (10) business days prior to the Closing Date), has been obtained and is attached hereto as Exhibit E and is being separately delivered as a closing deliverable to the Initial Purchasers and the Trustee as required by the Purchase Agreement.
VI. No Dissolution or Proceedings
The undersigned hereby certifies that no proceedings for the dissolution, liquidation, winding up, merger, consolidation, conversion, or reorganization of Torchlight U.S. Holdings, Inc. have been commenced, are pending, or, to the knowledge of the undersigned after due inquiry, are threatened or contemplated. No petition in bankruptcy, or for relief under any applicable insolvency, reorganization, moratorium, or similar law for the relief of debtors, has been filed by or against the Company, and no receiver, trustee, custodian, sequestrator, or similar official has been appointed for the Company or any substantial part of its property. The Company is not insolvent within the meaning of any applicable federal or state bankruptcy or insolvency law, and the Company has not made an assignment for the benefit of creditors.
VII. General Certifications
The undersigned hereby further certifies as follows:
(a) The undersigned has access to, and has reviewed, the books and records of Torchlight U.S. Holdings, Inc. maintained at the principal offices of the Company and at the registered office of the Company in the State of Delaware, including, without limitation, the corporate minute books, stock ledgers, and records of proceedings of the Board of Directors and stockholders of the Company, and the certifications set forth herein are based upon such review and the personal knowledge of the undersigned.
(b) All representations, warranties, and certifications contained in this Certificate are true and correct as of April 19, 2022, which is the closing date (the "Closing Date") for the issuance and sale of the Notes pursuant to the Purchase Agreement.
(c) The undersigned is authorized to execute and deliver this Certificate on behalf of the Company pursuant to the Resolutions and in her capacity as Secretary of the Company.
(d) This Certificate may be relied upon by the Initial Purchasers, the Trustee, the Collateral Agent, and their respective counsel as a closing deliverable under the Purchase Agreement, and for the purposes of the opinions of counsel delivered in connection with the closing of the offering of the Notes.
(e) The undersigned acknowledges that the Initial Purchasers, the Trustee, and the Collateral Agent are relying upon the certifications set forth herein in connection with the consummation of the transactions contemplated by the Purchase Agreement, the Indenture, the U.S. Security Agreement, and the Collateral Agency Agreement.
VIII. Execution
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of April 19, 2022.
TORCHLIGHT U.S. HOLDINGS, INC. a Delaware corporation
By: ________
Name: Margaret R. Chisholm
Title: Secretary
Date: April 19, 2022
The undersigned, David J. Harrington, President of Torchlight U.S. Holdings, Inc., hereby confirms that Margaret R. Chisholm is the duly elected, qualified, and acting Secretary of Torchlight U.S. Holdings, Inc. and that the signature set forth above is her genuine signature.
By: ________
Name: David J. Harrington
Title: President
Date: April 19, 2022
EXHIBIT A
Certificate of Incorporation of Torchlight U.S. Holdings, Inc.
The Certificate of Incorporation of Torchlight U.S. Holdings, Inc., as filed with the Secretary of State of the State of Delaware, including all amendments, restatements, supplements, and certificates of correction thereto, is attached immediately following this page.
Jurisdiction of Incorporation: State of Delaware Registered Office: 1209 Orange Street, Wilmington, Delaware 19801, United States Registered Agent: National Corporate Services, Inc.
[Certified copy of Certificate of Incorporation and all amendments thereto attached hereto]
EXHIBIT B
Bylaws of Torchlight U.S. Holdings, Inc.
The Bylaws of Torchlight U.S. Holdings, Inc., as currently in full force and effect, including all amendments, restatements, and supplements thereto, are attached immediately following this page.
[Complete copy of Bylaws and all amendments thereto attached hereto]
EXHIBIT C
Resolutions of the Board of Directors of Torchlight U.S. Holdings, Inc.
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF TORCHLIGHT U.S. HOLDINGS, INC. A Delaware Corporation
Effective as of March 28, 2022
The undersigned, being all of the members of the Board of Directors (the "Board") of Torchlight U.S. Holdings, Inc., a corporation incorporated under the laws of the State of Delaware (the "Company" or "TUSHI"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, the Certificate of Incorporation, and the Bylaws of the Company, hereby consent to and adopt the following recitals and resolutions, effective as of the date first set forth above, without the necessity of a meeting:
RECITALS
WHEREAS, TUSHI is a wholly owned subsidiary of Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act ("Torchlight" or the "Issuer");
WHEREAS, Torchlight proposes to issue $300,000,000 aggregate principal amount of its 8.750% Senior Secured Notes due 2029 (the "Notes"), with a scheduled maturity date of April 15, 2029, in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), to be offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act;
WHEREAS, in connection with the issuance of the Notes, TUSHI is required to guarantee the obligations of the Issuer under the Notes and the Indenture to be dated as of the closing date (the "Indenture") among Torchlight, the guarantors party thereto, and Northern Dominion Trust Company, as Trustee and Collateral Agent, and to grant first-priority security interests in substantially all of its assets as described in the Security Agreement (U.S.) (the "U.S. Security Agreement") to be dated as of the closing date between TUSHI and Northern Dominion Trust Company, as Collateral Agent, and in the Collateral Agency Agreement (the "Collateral Agency Agreement") to be dated as of the closing date among Torchlight, the guarantors party thereto, and Northern Dominion Trust Company, as Collateral Agent;
WHEREAS, the Board has reviewed and considered the terms and conditions of the Notes, the Indenture, the U.S. Security Agreement, the Collateral Agency Agreement, and the Purchase Agreement to be dated as of March 29, 2022 (the "Purchase Agreement") among the Issuer, the guarantors party thereto, and Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc., as Initial Purchasers; and
WHEREAS, the Board has determined, after careful deliberation and upon the advice of counsel, that the execution, delivery, and performance by TUSHI of the Guarantee, the U.S. Security Agreement, the Collateral Agency Agreement, and the related Transaction Documents, and the consummation of the transactions contemplated thereby, are in the best interests of TUSHI and its stockholder;
NOW, THEREFORE, BE IT:
RESOLVED, that the Company is hereby authorized to execute, deliver, and perform its obligations under the Indenture, as a Guarantor, including, without limitation, the Guarantee of the Notes, and that the Guarantee shall constitute a joint and several, senior secured guarantee of all of the obligations of the Issuer under the Notes and the Indenture, together with the guarantees of Wolverine Lake Mining Ltd. and Torchlight Milling & Processing Inc.;
RESOLVED FURTHER, that the Company is hereby authorized to execute, deliver, and perform its obligations under the U.S. Security Agreement, and to grant to Northern Dominion Trust Company, as Collateral Agent, for the benefit of the holders of the Notes and the other secured parties, a first-priority security interest in and lien upon substantially all of the assets of the Company, including, without limitation, all accounts receivable, inventory, equipment, general intangibles, intellectual property, intercompany notes and receivables, deposit accounts, investment property, chattel paper, instruments, documents, letter-of-credit rights, commercial tort claims, supporting obligations, and all proceeds, products, accessions, rents, and profits thereof, whether now owned or hereafter acquired, to secure the payment and performance of all obligations of the Company under the Guarantee, the Indenture, and the other Transaction Documents;
RESOLVED FURTHER, that the Company is hereby authorized to execute, deliver, and perform its obligations under the Collateral Agency Agreement;
RESOLVED FURTHER, that the Company is hereby authorized to execute, deliver, and perform its obligations under such other documents, instruments, agreements, certificates, UCC financing statements, perfection certificates, notices, consents, and filings as may be required or contemplated by the Purchase Agreement, the Indenture, the U.S. Security Agreement, the Collateral Agency Agreement, or any other Transaction Document, or as may be necessary, appropriate, or advisable to consummate the transactions contemplated thereby;
RESOLVED FURTHER, that each of the following officers of the Company, acting singly, is hereby authorized and directed to execute and deliver, on behalf of the Company, the Indenture (as Guarantor), the U.S. Security Agreement, the Collateral Agency Agreement, and any and all other Transaction Documents, and to take all such actions and to execute and deliver all such instruments, documents, and agreements as such officer may deem necessary, appropriate, or advisable to carry out the purposes and intent of these resolutions and to consummate the transactions contemplated hereby, with such changes, amendments, modifications, supplements, or additions thereto as such officer shall approve, the execution thereof by such officer to be conclusive evidence of such approval: David J. Harrington, President; Carla M. Fontaine, Vice President and Treasurer; Margaret R. Chisholm, Secretary; and Scott E. Lundgren, Assistant Secretary; and
RESOLVED FURTHER, that any and all actions heretofore taken by any officer or director of the Company in connection with the transactions contemplated by these resolutions and the Transaction Documents are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.
This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company.
[Signatures of all Directors of Torchlight U.S. Holdings, Inc. follow]
EXHIBIT D
Incumbency Certificate
INCUMBENCY CERTIFICATE OF TORCHLIGHT U.S. HOLDINGS, INC.
As of April 19, 2022
The undersigned, Margaret R. Chisholm, Secretary of Torchlight U.S. Holdings, Inc., a corporation duly incorporated and existing under the laws of the State of Delaware (the "Company"), hereby certifies that, as of the date hereof, each of the persons named below is a duly elected or appointed, qualified, and acting officer of the Company, holding the office or offices set forth opposite his or her name, and that the signature appearing opposite each such person's name is his or her true and genuine signature. Each such person is authorized to execute and deliver, on behalf of the Company, the Indenture (as Guarantor), the Security Agreement (U.S.), the Collateral Agency Agreement, and any and all other documents, instruments, agreements, and certificates executed and delivered in connection with the offering, issuance, and sale of the $300,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2029 by Torchlight Mining Corp.
IN WITNESS WHEREOF, the undersigned has executed this Incumbency Certificate as of April 19, 2022.
TORCHLIGHT U.S. HOLDINGS, INC.
By: ________
Name: Margaret R. Chisholm
Title: Secretary
EXHIBIT E
Certificate of Good Standing
A Certificate of Good Standing (or Certificate of Status) of Torchlight U.S. Holdings, Inc. issued by the Secretary of State of the State of Delaware, dated on or about April 15, 2022 (being within ten (10) business days prior to the Closing Date of April 19, 2022), is attached immediately following this page.
Entity Name: Torchlight U.S. Holdings, Inc. Jurisdiction: State of Delaware File Number: 7428163 Date of Certificate: On or about April 15, 2022
[Certified copy of Certificate of Good Standing issued by the Secretary of State of the State of Delaware attached hereto]
Name | Title | Signature
David J. Harrington | President and Director | ________
Carla M. Fontaine | Vice President and Treasurer | ________
Margaret R. Chisholm | Secretary | ________
Scott E. Lundgren | Assistant Secretary | ________
Name | Title | Specimen Signature
David J. Harrington | President and Director | ________
Carla M. Fontaine | Vice President and Treasurer | ________
Margaret R. Chisholm | Secretary | ________
Scott E. Lundgren | Assistant Secretary | ________

SECRETARY'S CERTIFICATE OF TORCHLIGHT U.S. HOLDINGS, INC.

EXHIBIT A

EXHIBIT B

EXHIBIT C

RECITALS

NOW, THEREFORE, BE IT:

EXHIBIT D

INCUMBENCY CERTIFICATE OF TORCHLIGHT U.S. HOLDINGS, INC.

TORCHLIGHT U.S. HOLDINGS, INC.

EXHIBIT E

Record

Parties

Dates

Amounts