1039-00002 · Torchlight Mining Corp · Closing

secretarys-certificate-wlml.docx DOCUMENT Capital Markets

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SECRETARY'S CERTIFICATE

WOLVERINE LAKE MINING LTD.

Delivered in connection with 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, and Northern Dominion Trust Company, as Trustee and Collateral Agent, governing the 8.750% Senior Secured Notes due 2029 (the "Notes") in the aggregate principal amount of $300,000,000.

April 19, 2022

SECRETARY'S CERTIFICATE OF WOLVERINE LAKE MINING LTD.

I, Margaret R. Anselm, hereby certify that I am the duly appointed and acting Secretary of Wolverine Lake Mining Ltd., a corporation incorporated under the Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as amended (the "OBCA") ("WLML" or the "Company"), with its registered office located at 44 Lakeshore Boulevard, Wolverine Lake, Ontario P0L 1R0, Canada. I have held the office of Secretary of the Company continuously since June 12, 2018, and I am authorized to execute and deliver this Secretary's Certificate on behalf of the Company.

WLML is a wholly owned subsidiary of Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the "CBCA"), with its registered office located at 200 Bay Street, Suite 3700, Toronto, Ontario M5J 2J1, Canada. WLML serves as the operating entity for the Wolverine Lake Nickel-Copper Mine located in northern Ontario.

This Secretary's Certificate is being delivered pursuant to (a) the Purchase Agreement dated as of March 29, 2022 (the "Purchase Agreement"), 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 Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc., as initial purchasers (collectively, the "Initial Purchasers"), and (b) in connection with the Indenture dated as of April 19, 2022 (as defined above, the "Indenture"), the Guarantee of the Notes by WLML (the "Guarantee"), the Canadian General Security Agreement dated as of April 19, 2022 (the "Canadian General Security Agreement"), among Torchlight Mining Corp., Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., and Northern Dominion Trust Company, as Collateral Agent, and the Collateral Agency Agreement dated as of April 19, 2022 (the "Collateral Agency Agreement"), among Torchlight Mining Corp., Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., Torchlight U.S. Holdings, Inc., Northern Dominion Trust Company, as Trustee and Collateral Agent, and the Initial Purchasers. The Indenture, the Guarantee, the Canadian General Security Agreement, the Collateral Agency Agreement, the Purchase Agreement, and all other agreements, instruments, certificates, and documents executed and delivered in connection therewith are collectively referred to herein as the "Transaction Documents."

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indenture or the Purchase Agreement, as applicable. In the event of any conflict between the definitions set forth in the Indenture and those set forth in the Purchase Agreement, the definitions in the Indenture shall govern for purposes of this Secretary's Certificate.

CERTIFICATIONS

The undersigned hereby certifies, in her capacity as the duly appointed and acting Secretary of the Company and not in any individual or personal capacity, and on behalf of the Company, as follows:

2.1 Organization and Good Standing

WLML is a corporation duly incorporated, validly existing, and in good standing under the laws of the Province of Ontario. The Company was originally incorporated under the OBCA on March 14, 2007, under Ontario Corporation Number 2157438, and has at all times since its incorporation maintained its corporate existence in continuous good standing under the OBCA. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted, including the operation of the Wolverine Lake Nickel-Copper Mine, and to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party.

The Company has not been dissolved, wound up, or amalgamated with any other corporation, and no proceedings for the dissolution, winding up, or amalgamation of the Company have been instituted, are pending, or, to the knowledge of the undersigned, are contemplated by the board of directors or the sole shareholder of the Company. No order has been made or petition presented or resolution passed for the winding up or dissolution of the Company, and no receiver, receiver-manager, trustee in bankruptcy, or similar official has been appointed in respect of the Company or any of its assets.

Attached hereto as Exhibit A are true, correct, and complete copies of the Articles of Incorporation of the Company (including all articles of amendment filed to date), as filed with the Ontario Ministry of Government and Consumer Services, as currently in effect. The Articles of Incorporation have not been amended, restated, or otherwise modified since the date of the most recent articles of amendment filed on September 8, 2019, and the copies attached as Exhibit A are in full force and effect as of the date hereof.

2.2 By-Laws. Attached hereto as Exhibit B is a true, correct, and complete copy of By-Law No. 1, being the general by-law of the Company (the "By-Laws"), as adopted by the board of directors and confirmed by the sole shareholder of the Company, as currently in effect. The By-Laws have not been amended, restated, supplemented, or otherwise modified since their adoption and confirmation, and no proceedings for the amendment or repeal of the By-Laws are pending or, to the knowledge of the undersigned, contemplated by the board of directors or the sole shareholder of the Company. No other by-laws of the Company are currently in effect.

2.3 Board Resolutions

Attached hereto as Exhibit C are true, correct, and complete copies of the resolutions of the board of directors of the Company (the "Board Resolutions"), duly adopted by unanimous written consent of all directors of the Company in lieu of a meeting, effective as of April 12, 2022, in accordance with Section 129 of the OBCA and the By-Laws of the Company. The Board Resolutions authorize and approve, among other things, the following:

(i) the execution, delivery, and performance by the Company of the Guarantee of the 8.750% Senior Secured Notes due 2029 pursuant to the Indenture, including the unconditional guaranty by the Company on a senior secured basis of the full and punctual payment and performance of all obligations of Torchlight Mining Corp. under the Indenture and the Notes, up to and including the aggregate principal amount of $300,000,000, together with all accrued and unpaid interest, premium (if any), fees, costs, expenses, and other amounts payable thereunder;

(ii) the execution, delivery, and performance by the Company of the Canadian General Security Agreement with Northern Dominion Trust Company, as Collateral Agent, granting to the Collateral Agent, for the benefit of the holders of the Notes and the other Secured Parties (as defined in the Indenture), a first-priority lien on and security interest in substantially all tangible and intangible assets of the Company, including, without limitation, the following: (a) all mining rights, mineral claims, mining leases, and mining licenses held by the Company, including Ontario Mining Claim Nos. WL-4492-01 through WL-4492-47 (collectively, the "Mining Claims"); (b) all surface rights and access rights at and pertaining to the Wolverine Lake property, comprising approximately 12,400 hectares located in the District of Sudbury, Province of Ontario; (c) all plant, machinery, equipment, mobile equipment, vehicles, tools, fixtures, and other tangible personal property used in connection with the Wolverine Lake Nickel-Copper Mine; (d) all inventory, including ore stockpiles, concentrate, and supplies; (e) all accounts receivable and other receivables; (f) all intellectual property, including patents, trademarks, trade names, copyrights, trade secrets, and proprietary technical data; (g) all permits, licenses, approvals, and authorizations issued by any governmental authority in connection with the mining operations; (h) all contracts, agreements, and contractual rights; (i) all cash, bank accounts, deposit accounts, and investment property; (j) all insurance proceeds and claims; and (k) all proceeds and products of any and all of the foregoing, in each case whether now owned or hereafter acquired by the Company, as more particularly described in the Canadian General Security Agreement;

(iii) the execution, delivery, and performance by the Company of the Collateral Agency Agreement, including the Company's agreement to be bound by the terms and conditions thereof relating to the administration, enforcement, and priority of the security interests granted in favor of the Collateral Agent and the Secured Parties;

(iv) the authorization and direction of the officers of the Company, acting individually or collectively, to execute and deliver any and all documents, instruments, certificates, agreements, notices, filings, and other writings as any such officer may deem necessary, advisable, or desirable in connection with the foregoing, including, without limitation: (a) any and all registrations, financing statements, and financing change statements required to be filed under the Personal Property Security Act (Ontario), R.S.O. 1990, c. P.10, as amended (the "PPSA"), and any other applicable personal property security legislation in any Canadian province or territory; (b) any applications, notices, or registrations required to be filed with the Ontario Ministry of Northern Development, Mines, Natural Resources and Forestry, or any successor ministry or agency, in connection with the recording or registration of the security interests created under the Canadian General Security Agreement; (c) any certificates, opinions, or other closing deliverables required under the Indenture, the Purchase Agreement, the Canadian General Security Agreement, or the Collateral Agency Agreement; and (d) any amendments, supplements, joinders, waivers, or other modifications to any of the foregoing Transaction Documents; and

(v) the authorization and direction of the officers of the Company, acting individually or collectively, to take any and all actions, and to do any and all things, as any such officer may deem necessary, advisable, or desirable to consummate and give effect to the transactions contemplated by the Indenture, the Purchase Agreement, the Canadian General Security Agreement, the Collateral Agency Agreement, and the other Transaction Documents, including the payment of all fees, costs, expenses, taxes, and other amounts incurred or payable in connection therewith.

The Board Resolutions were duly adopted in compliance with all applicable requirements of the OBCA and the By-Laws of the Company, including the requirements for unanimous written consent of directors in lieu of a meeting. All directors of the Company who executed the Board Resolutions were, at the time of such execution, duly elected or appointed directors of the Company and were qualified to serve as directors under the OBCA. A quorum of directors existed at all relevant times.

The Board Resolutions have not been amended, modified, supplemented, revoked, rescinded, or superseded in any respect, and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the board of directors or the sole shareholder of the Company that would in any way amend, modify, limit, restrict, conflict with, or otherwise affect the authority granted by or the actions authorized pursuant to the Board Resolutions.

2.4 No Shareholder Approval Required / Shareholder Consent

The sole shareholder of the Company is Torchlight Mining Corp. No other person or entity holds any issued or outstanding shares of the Company, or any options, warrants, conversion privileges, or other rights to acquire shares of the Company. Under the OBCA and the Articles of Incorporation and By-Laws of the Company, no separate shareholder approval is required in connection with the execution, delivery, and performance by the Company of the Guarantee, the Canadian General Security Agreement, the Collateral Agency Agreement, or any of the other Transaction Documents, or the consummation of the transactions contemplated thereby. Notwithstanding the foregoing, a written consent of Torchlight Mining Corp., as the sole shareholder of the Company, approving and ratifying the transactions authorized by the Board Resolutions, was duly executed effective as of April 12, 2022, and a true, correct, and complete copy of such sole shareholder consent is included in Exhibit C attached hereto.

2.5 Incumbency Certificate

Attached hereto as Exhibit D is a true, correct, and complete Incumbency Certificate of the Company, setting forth the name, title, and genuine specimen signature of each officer and authorized signatory of the Company who has been authorized by the Board Resolutions to execute and deliver, on behalf of the Company, the Guarantee, the Canadian General Security Agreement, the Collateral Agency Agreement, and all other Transaction Documents to which the Company is a party, including all certificates, instruments, notices, filings, and other documents required or contemplated to be executed and delivered by the Company in connection therewith. The authorized officers are as follows:

Each of the persons listed above held the office or position set forth opposite his or her name at the time of execution and delivery of each of the Transaction Documents to which the Company is a party and continues to hold such office or position as of the date hereof. The signature appearing opposite the name of each such person in Exhibit D is the genuine signature of such person. Each such person was duly authorized, on the date of execution and delivery of each Transaction Document, and continues to be duly authorized as of the date hereof, to execute and deliver, on behalf of the Company, each of the Transaction Documents to which the Company is a party and all other agreements, instruments, certificates, and documents to be executed and delivered by the Company in connection with the transactions contemplated thereby.

2.6 No Amendments

Since the date of adoption of the Board Resolutions (April 12, 2022), there have been no amendments, restatements, supplements, or other modifications to (a) the Articles of Incorporation of the Company (including any articles of amendment) or (b) the By-Laws of the Company. The Articles of Incorporation and the By-Laws attached hereto as Exhibits A and B, respectively, are the only charter documents and by-laws of the Company in effect as of the date hereof, and no proceedings are pending or, to the knowledge of the undersigned, contemplated by the board of directors or the sole shareholder of the Company for the amendment of the Articles of Incorporation or the By-Laws.

No proceedings are pending or, to the knowledge of the undersigned, contemplated for the dissolution, winding up, liquidation, or amalgamation of the Company. No application has been made to any court or governmental authority for any order in respect of the dissolution, winding up, liquidation, or amalgamation of the Company, and no resolution of the board of directors or the sole shareholder of the Company has been adopted or proposed in connection therewith.

2.7 No Conflicts

To the knowledge of the undersigned, after due inquiry, the execution, delivery, and performance by the Company of the Guarantee, the Canadian General Security Agreement, the Collateral Agency Agreement, and each of the other Transaction Documents to which the Company is a party, and the consummation of the transactions contemplated thereby, do not and will not:

(a) conflict with, contravene, or result in a violation or breach of any provision of the Articles of Incorporation (including any articles of amendment) or the By-Laws of the Company;

(b) conflict with, contravene, or result in a violation or breach of any resolution of the board of directors or the sole shareholder of the Company, whether adopted before or after the date of the Board Resolutions;

(c) result in the creation or imposition of any lien, charge, encumbrance, or security interest upon any of the assets or properties of the Company, other than the liens and security interests created in favor of the Collateral Agent pursuant to the Canadian General Security Agreement and the other Security Documents (as defined in the Indenture); or

(d) to the knowledge of the undersigned, conflict with, contravene, result in a violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, any material agreement, contract, instrument, or undertaking to which the Company is a party or by which any of its assets or properties is bound.

RELIANCE

This Secretary's Certificate and each of the Exhibits attached hereto are being delivered by the undersigned on behalf of the Company, and are intended to be relied upon by the following parties, each of whom is expressly entitled to rely on the certifications, representations, and statements contained herein and in the Exhibits hereto in connection with the offering and sale of the Notes, the delivery of the Guarantee by the Company, the granting of the security interests under the Canadian General Security Agreement, and the delivery of legal opinions and other closing deliverables relating thereto:

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

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

(c) Calderwood & Harkness LLP, as U.S. counsel to the Issuer and the Guarantors, with offices at 450 Park Avenue, New York, New York 10022;

(d) Clairmont & Voss LLP, as U.S. counsel to the Initial Purchasers, with offices at 51 West 52nd Street, New York, New York 10019;

(e) Pendleton Ross LLP, as Canadian counsel to the Issuer and the Guarantors, with offices at 3400 – 1 First Canadian Place, Toronto, Ontario M5X 1A4, Canada; and

(f) Greystone & Whitfield LLP, as Canadian counsel to the Initial Purchasers, with offices at 2900 – 100 King Street West, Toronto, Ontario M5X 1B8, Canada.

Each of the foregoing parties and their respective successors and assigns is entitled to rely upon the accuracy and completeness of the certifications, representations, and statements set forth in this Secretary's Certificate and in the Exhibits attached hereto to the same extent as if this Secretary's Certificate had been addressed directly and individually to such party. This Secretary's Certificate may not be relied upon by any other person or entity without the prior written consent of the Company.

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

WOLVERINE LAKE MINING LTD.

By: ________

Name: Margaret R. Anselm

Title: Secretary

Wolverine Lake Mining Ltd.

CONFIRMATION OF INCUMBENCY

I, Stavros Katsaros, General Manager, Mine Operations of Wolverine Lake Mining Ltd., hereby confirm that Margaret R. Anselm is the duly appointed and acting Secretary of Wolverine Lake Mining Ltd. and that the signature appearing above is her genuine signature. Ms. Anselm held the office of Secretary of Wolverine Lake Mining Ltd. on the date of execution of each of the Transaction Documents and continues to hold such office as of the date hereof.

By: ________

Name: Stavros Katsaros

Title: General Manager, Mine Operations

Wolverine Lake Mining Ltd.

Date: April 19, 2022

EXHIBIT A

ARTICLES OF INCORPORATION

(Including All Articles of Amendment)

WOLVERINE LAKE MINING LTD.

True, correct, and complete copies of the Articles of Incorporation of Wolverine Lake Mining Ltd. (Ontario Corporation Number 2157438), as originally filed with the Ontario Ministry of Government and Consumer Services on March 14, 2007, together with all articles of amendment filed to date, including the articles of amendment filed on September 8, 2019, as currently in effect and unamended.

The Articles of Incorporation, as amended, set forth, among other things, the following:

(a) Name: Wolverine Lake Mining Ltd.

(b) Governing Statute: Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as amended.

(d) Date of Incorporation: March 14, 2007.

(e) Registered Office: 44 Lakeshore Boulevard, Wolverine Lake, Ontario P0L 1R0, Canada.

(f) Authorized Share Capital: The Company is authorized to issue an unlimited number of common shares without par value.

(g) Restrictions on Business: None.

(h) Restrictions on Share Transfers: The right to transfer shares of the Company is restricted in that no shareholder shall transfer any share or shares of the Company without the prior approval of the board of directors expressed by resolution.

(i) Number of Directors: The board of directors shall consist of a minimum of one (1) and a maximum of ten (10) directors.

(j) Sole Shareholder: All issued and outstanding common shares of the Company are held by Torchlight Mining Corp.

(k) Principal Business Activity: Exploration, development, extraction, processing, and sale of nickel, copper, and other base metals and precious metals, and all activities incidental or ancillary thereto, including the operation of the Wolverine Lake Nickel-Copper Mine.

[Complete copies of the Articles of Incorporation and all Articles of Amendment are attached behind this cover page.]

EXHIBIT B

BY-LAWS

WOLVERINE LAKE MINING LTD.

True, correct, and complete copy of By-Law No. 1, being the general by-law of Wolverine Lake Mining Ltd., as adopted by the board of directors and confirmed by the sole shareholder of the Company, as currently in effect and unamended.

By-Law No. 1 addresses, among other matters, the following:

(a) the registered office of the Company;

(b) the seal of the Company (if any);

(d) meetings of the board of directors, including notice requirements, quorum, and procedures for action by written resolution in lieu of a meeting;

(e) the appointment, powers, and duties of officers of the Company, including the offices of General Manager, Secretary, and Controller;

(f) the protection and indemnification of directors and officers;

(g) meetings of shareholders, including notice requirements, quorum, and procedures for action by written resolution in lieu of a meeting;

(h) the issuance, transfer, and registration of shares;

(i) dividends and other distributions;

(j) borrowing powers, including the authority of the board of directors to authorize the Company to borrow money, issue debt obligations, give guarantees, and grant security interests in the Company's assets;

(k) banking and financial arrangements;

(l) notices; and

(m) amendments to by-laws.

[Complete copy of By-Law No. 1 is attached behind this cover page.]

EXHIBIT C

BOARD RESOLUTIONS

WOLVERINE LAKE MINING LTD.

(Including Sole Shareholder Written Consent)

True, correct, and complete copies of the resolutions of the board of directors of Wolverine Lake Mining Ltd. (the "Board Resolutions"), adopted by unanimous written consent of all directors of the Company in lieu of a meeting, effective as of April 12, 2022, in accordance with Section 129 of the Business Corporations Act (Ontario) and the by-laws of the Company.

The Board Resolutions authorize and approve, among other things, the following:

WHEREAS, Torchlight Mining Corp. (the "Issuer") proposes to issue 8.750% Senior Secured Notes due 2029 (the "Notes") in the aggregate principal amount of $300,000,000 pursuant to an Indenture to be dated as of April 19, 2022 (the "Indenture"), among the Issuer, the Guarantors (including the Company), and Northern Dominion Trust Company, as Trustee and Collateral Agent;

WHEREAS, the Notes are to be sold by the Issuer to Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc. (collectively, the "Initial Purchasers") pursuant to a Purchase Agreement dated as of March 29, 2022 (the "Purchase Agreement");

WHEREAS, the Company, as a wholly owned subsidiary of the Issuer and as a Guarantor, is required to guarantee the obligations of the Issuer under the Indenture and the Notes and to grant a first-priority lien on substantially all of its assets to secure such obligations;

WHEREAS, the board of directors has reviewed the terms and conditions of the Indenture, the Purchase Agreement, the Canadian General Security Agreement, and the Collateral Agency Agreement, and has determined that it is in the best interests of the Company to execute, deliver, and perform its obligations under each such agreement;

NOW, THEREFORE, BE IT RESOLVED THAT:

1. The Company is authorized to guarantee, on a senior secured basis, the full and punctual payment and performance of all obligations of the Issuer under the Indenture and the Notes, by executing and delivering the Guarantee contemplated by the Indenture.

2. The Company is authorized to execute and deliver the Canadian General Security Agreement with Northern Dominion Trust Company, as Collateral Agent, granting to the Collateral Agent a first-priority lien on and security interest in substantially all tangible and intangible assets of the Company, including, without limitation, all mining rights, mineral claims (Ontario Mining Claim Nos. WL-4492-01 through WL-4492-47), surface rights at the Wolverine Lake property (approximately 12,400 hectares), equipment, inventory, accounts receivable, intellectual property, permits, contracts, bank accounts, and all proceeds and products thereof.

3. The Company is authorized to execute and deliver the Collateral Agency Agreement.

4. Any officer of the Company is authorized and directed to execute and deliver any and all documents, instruments, certificates, agreements, notices, and filings as such officer may deem necessary or desirable in connection with the foregoing, including any PPSA filings and registrations in the Province of Ontario and any other applicable jurisdiction.

5. Any officer of the Company is authorized and directed to take any and all actions as may be necessary or desirable to consummate the transactions contemplated by the Indenture, the Purchase Agreement, the Canadian General Security Agreement, and the Collateral Agency Agreement.

6. All actions heretofore taken by any officer or director of the Company in connection with the foregoing transactions are hereby ratified, confirmed, and approved in all respects.

Also included: True, correct, and complete copy of the Written Consent of Sole Shareholder (Torchlight Mining Corp.), executed effective as of April 12, 2022, approving and ratifying the transactions authorized by the Board Resolutions.

[Complete copies of the Board Resolutions and Sole Shareholder Written Consent are attached behind this cover page.]

EXHIBIT D

INCUMBENCY CERTIFICATE

WOLVERINE LAKE MINING LTD.

As of April 19, 2022

The undersigned, Margaret R. Anselm, Secretary of Wolverine Lake Mining Ltd., a corporation incorporated under the Business Corporations Act (Ontario) (the "Company"), hereby certifies that each of the persons listed below is a duly appointed and acting officer of the Company, holding the title set forth opposite such person's name, and that the signature set forth opposite such person's name is the genuine specimen signature of such person. Each such person was duly authorized, on the date of execution and delivery of each of the Transaction Documents (as defined in the Secretary's Certificate to which this Exhibit D is attached) to which the Company is a party, to execute and deliver such Transaction Documents on behalf of the Company, and each such person continues to hold the office or position set forth below and to be so authorized as of April 19, 2022.

Certification: Each of the individuals listed above held the office or position set forth opposite his or her name on the date of execution and delivery of each of the Transaction Documents to which the Company is a party and continues to hold such office or position as of April 19, 2022. The specimen signature set forth opposite each such individual's name is the true and genuine signature of such individual. Each such individual was and remains duly authorized by the Board Resolutions (copies of which are attached as Exhibit C to the Secretary's Certificate) to execute and deliver, on behalf of the Company, each of the Transaction Documents, and any and all certificates, instruments, notices, filings, and other documents required or contemplated thereby.

WOLVERINE LAKE MINING LTD.

By: ________

Name: Margaret R. Anselm

Title: Secretary

Date: April 19, 2022

Confirmation: I, Stavros Katsaros, General Manager, Mine Operations of Wolverine Lake Mining Ltd., hereby confirm that the foregoing Incumbency Certificate is true, correct, and complete as of the date hereof, and that Margaret R. Anselm is the duly appointed and acting Secretary of the Company.

By: ________

Name: Stavros Katsaros

Title: General Manager, Mine Operations

Wolverine Lake Mining Ltd.

Date: April 19, 2022

Name	Title	Specimen Signature
Stavros Katsaros	General Manager, Mine Operations	________
Margaret R. Anselm	Secretary	________
Darren J. Whitehorse	Controller, Canadian Operations	________
Name	Title	Specimen Signature
Stavros Katsaros	General Manager, Mine Operations	________
Margaret R. Anselm	Secretary	________
Darren J. Whitehorse	Controller, Canadian Operations	________

SECRETARY'S CERTIFICATE
OF
WOLVERINE LAKE MINING LTD.
Delivered in connection with 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, and Northern Dominion Trust Company, as Trustee and Collateral Agent, governing the 8.750% Senior Secured Notes due 2029 (the "Notes") in the aggregate principal amount of $300,000,000.
April 19, 2022
SECRETARY'S CERTIFICATE OF WOLVERINE LAKE MINING LTD.
I, Margaret R. Anselm, hereby certify that I am the duly appointed and acting Secretary of Wolverine Lake Mining Ltd., a corporation incorporated under the Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as amended (the "OBCA") ("WLML" or the "Company"), with its registered office located at 44 Lakeshore Boulevard, Wolverine Lake, Ontario P0L 1R0, Canada. I have held the office of Secretary of the Company continuously since June 12, 2018, and I am authorized to execute and deliver this Secretary's Certificate on behalf of the Company.
WLML is a wholly owned subsidiary of Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the "CBCA"), with its registered office located at 200 Bay Street, Suite 3700, Toronto, Ontario M5J 2J1, Canada. WLML serves as the operating entity for the Wolverine Lake Nickel-Copper Mine located in northern Ontario.
This Secretary's Certificate is being delivered pursuant to (a) the Purchase Agreement dated as of March 29, 2022 (the "Purchase Agreement"), 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 Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc., as initial purchasers (collectively, the "Initial Purchasers"), and (b) in connection with the Indenture dated as of April 19, 2022 (as defined above, the "Indenture"), the Guarantee of the Notes by WLML (the "Guarantee"), the Canadian General Security Agreement dated as of April 19, 2022 (the "Canadian General Security Agreement"), among Torchlight Mining Corp., Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., and Northern Dominion Trust Company, as Collateral Agent, and the Collateral Agency Agreement dated as of April 19, 2022 (the "Collateral Agency Agreement"), among Torchlight Mining Corp., Wolverine Lake Mining Ltd., Torchlight Milling & Processing Inc., Torchlight U.S. Holdings, Inc., Northern Dominion Trust Company, as Trustee and Collateral Agent, and the Initial Purchasers. The Indenture, the Guarantee, the Canadian General Security Agreement, the Collateral Agency Agreement, the Purchase Agreement, and all other agreements, instruments, certificates, and documents executed and delivered in connection therewith are collectively referred to herein as the "Transaction Documents."
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indenture or the Purchase Agreement, as applicable. In the event of any conflict between the definitions set forth in the Indenture and those set forth in the Purchase Agreement, the definitions in the Indenture shall govern for purposes of this Secretary's Certificate.
CERTIFICATIONS
The undersigned hereby certifies, in her capacity as the duly appointed and acting Secretary of the Company and not in any individual or personal capacity, and on behalf of the Company, as follows:
2.1 Organization and Good Standing
WLML is a corporation duly incorporated, validly existing, and in good standing under the laws of the Province of Ontario. The Company was originally incorporated under the OBCA on March 14, 2007, under Ontario Corporation Number 2157438, and has at all times since its incorporation maintained its corporate existence in continuous good standing under the OBCA. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted, including the operation of the Wolverine Lake Nickel-Copper Mine, and to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party.
The Company has not been dissolved, wound up, or amalgamated with any other corporation, and no proceedings for the dissolution, winding up, or amalgamation of the Company have been instituted, are pending, or, to the knowledge of the undersigned, are contemplated by the board of directors or the sole shareholder of the Company. No order has been made or petition presented or resolution passed for the winding up or dissolution of the Company, and no receiver, receiver-manager, trustee in bankruptcy, or similar official has been appointed in respect of the Company or any of its assets.
Attached hereto as Exhibit A are true, correct, and complete copies of the Articles of Incorporation of the Company (including all articles of amendment filed to date), as filed with the Ontario Ministry of Government and Consumer Services, as currently in effect. The Articles of Incorporation have not been amended, restated, or otherwise modified since the date of the most recent articles of amendment filed on September 8, 2019, and the copies attached as Exhibit A are in full force and effect as of the date hereof.
2.2 By-Laws.  Attached hereto as Exhibit B is a true, correct, and complete copy of By-Law No. 1, being the general by-law of the Company (the "By-Laws"), as adopted by the board of directors and confirmed by the sole shareholder of the Company, as currently in effect. The By-Laws have not been amended, restated, supplemented, or otherwise modified since their adoption and confirmation, and no proceedings for the amendment or repeal of the By-Laws are pending or, to the knowledge of the undersigned, contemplated by the board of directors or the sole shareholder of the Company. No other by-laws of the Company are currently in effect.
2.3 Board Resolutions
Attached hereto as Exhibit C are true, correct, and complete copies of the resolutions of the board of directors of the Company (the "Board Resolutions"), duly adopted by unanimous written consent of all directors of the Company in lieu of a meeting, effective as of April 12, 2022, in accordance with Section 129 of the OBCA and the By-Laws of the Company. The Board Resolutions authorize and approve, among other things, the following:
(i) the execution, delivery, and performance by the Company of the Guarantee of the 8.750% Senior Secured Notes due 2029 pursuant to the Indenture, including the unconditional guaranty by the Company on a senior secured basis of the full and punctual payment and performance of all obligations of Torchlight Mining Corp. under the Indenture and the Notes, up to and including the aggregate principal amount of $300,000,000, together with all accrued and unpaid interest, premium (if any), fees, costs, expenses, and other amounts payable thereunder;
(ii) the execution, delivery, and performance by the Company of the Canadian General Security Agreement with Northern Dominion Trust Company, as Collateral Agent, granting to the Collateral Agent, for the benefit of the holders of the Notes and the other Secured Parties (as defined in the Indenture), a first-priority lien on and security interest in substantially all tangible and intangible assets of the Company, including, without limitation, the following: (a) all mining rights, mineral claims, mining leases, and mining licenses held by the Company, including Ontario Mining Claim Nos. WL-4492-01 through WL-4492-47 (collectively, the "Mining Claims"); (b) all surface rights and access rights at and pertaining to the Wolverine Lake property, comprising approximately 12,400 hectares located in the District of Sudbury, Province of Ontario; (c) all plant, machinery, equipment, mobile equipment, vehicles, tools, fixtures, and other tangible personal property used in connection with the Wolverine Lake Nickel-Copper Mine; (d) all inventory, including ore stockpiles, concentrate, and supplies; (e) all accounts receivable and other receivables; (f) all intellectual property, including patents, trademarks, trade names, copyrights, trade secrets, and proprietary technical data; (g) all permits, licenses, approvals, and authorizations issued by any governmental authority in connection with the mining operations; (h) all contracts, agreements, and contractual rights; (i) all cash, bank accounts, deposit accounts, and investment property; (j) all insurance proceeds and claims; and (k) all proceeds and products of any and all of the foregoing, in each case whether now owned or hereafter acquired by the Company, as more particularly described in the Canadian General Security Agreement;
(iii) the execution, delivery, and performance by the Company of the Collateral Agency Agreement, including the Company's agreement to be bound by the terms and conditions thereof relating to the administration, enforcement, and priority of the security interests granted in favor of the Collateral Agent and the Secured Parties;
(iv) the authorization and direction of the officers of the Company, acting individually or collectively, to execute and deliver any and all documents, instruments, certificates, agreements, notices, filings, and other writings as any such officer may deem necessary, advisable, or desirable in connection with the foregoing, including, without limitation: (a) any and all registrations, financing statements, and financing change statements required to be filed under the Personal Property Security Act (Ontario), R.S.O. 1990, c. P.10, as amended (the "PPSA"), and any other applicable personal property security legislation in any Canadian province or territory; (b) any applications, notices, or registrations required to be filed with the Ontario Ministry of Northern Development, Mines, Natural Resources and Forestry, or any successor ministry or agency, in connection with the recording or registration of the security interests created under the Canadian General Security Agreement; (c) any certificates, opinions, or other closing deliverables required under the Indenture, the Purchase Agreement, the Canadian General Security Agreement, or the Collateral Agency Agreement; and (d) any amendments, supplements, joinders, waivers, or other modifications to any of the foregoing Transaction Documents; and
(v) the authorization and direction of the officers of the Company, acting individually or collectively, to take any and all actions, and to do any and all things, as any such officer may deem necessary, advisable, or desirable to consummate and give effect to the transactions contemplated by the Indenture, the Purchase Agreement, the Canadian General Security Agreement, the Collateral Agency Agreement, and the other Transaction Documents, including the payment of all fees, costs, expenses, taxes, and other amounts incurred or payable in connection therewith.
The Board Resolutions were duly adopted in compliance with all applicable requirements of the OBCA and the By-Laws of the Company, including the requirements for unanimous written consent of directors in lieu of a meeting. All directors of the Company who executed the Board Resolutions were, at the time of such execution, duly elected or appointed directors of the Company and were qualified to serve as directors under the OBCA. A quorum of directors existed at all relevant times.
The Board Resolutions have not been amended, modified, supplemented, revoked, rescinded, or superseded in any respect, and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the board of directors or the sole shareholder of the Company that would in any way amend, modify, limit, restrict, conflict with, or otherwise affect the authority granted by or the actions authorized pursuant to the Board Resolutions.
2.4 No Shareholder Approval Required / Shareholder Consent
The sole shareholder of the Company is Torchlight Mining Corp. No other person or entity holds any issued or outstanding shares of the Company, or any options, warrants, conversion privileges, or other rights to acquire shares of the Company. Under the OBCA and the Articles of Incorporation and By-Laws of the Company, no separate shareholder approval is required in connection with the execution, delivery, and performance by the Company of the Guarantee, the Canadian General Security Agreement, the Collateral Agency Agreement, or any of the other Transaction Documents, or the consummation of the transactions contemplated thereby. Notwithstanding the foregoing, a written consent of Torchlight Mining Corp., as the sole shareholder of the Company, approving and ratifying the transactions authorized by the Board Resolutions, was duly executed effective as of April 12, 2022, and a true, correct, and complete copy of such sole shareholder consent is included in Exhibit C attached hereto.
2.5 Incumbency Certificate
Attached hereto as Exhibit D is a true, correct, and complete Incumbency Certificate of the Company, setting forth the name, title, and genuine specimen signature of each officer and authorized signatory of the Company who has been authorized by the Board Resolutions to execute and deliver, on behalf of the Company, the Guarantee, the Canadian General Security Agreement, the Collateral Agency Agreement, and all other Transaction Documents to which the Company is a party, including all certificates, instruments, notices, filings, and other documents required or contemplated to be executed and delivered by the Company in connection therewith. The authorized officers are as follows:
Each of the persons listed above held the office or position set forth opposite his or her name at the time of execution and delivery of each of the Transaction Documents to which the Company is a party and continues to hold such office or position as of the date hereof. The signature appearing opposite the name of each such person in Exhibit D is the genuine signature of such person. Each such person was duly authorized, on the date of execution and delivery of each Transaction Document, and continues to be duly authorized as of the date hereof, to execute and deliver, on behalf of the Company, each of the Transaction Documents to which the Company is a party and all other agreements, instruments, certificates, and documents to be executed and delivered by the Company in connection with the transactions contemplated thereby.
2.6 No Amendments
Since the date of adoption of the Board Resolutions (April 12, 2022), there have been no amendments, restatements, supplements, or other modifications to (a) the Articles of Incorporation of the Company (including any articles of amendment) or (b) the By-Laws of the Company. The Articles of Incorporation and the By-Laws attached hereto as Exhibits A and B, respectively, are the only charter documents and by-laws of the Company in effect as of the date hereof, and no proceedings are pending or, to the knowledge of the undersigned, contemplated by the board of directors or the sole shareholder of the Company for the amendment of the Articles of Incorporation or the By-Laws.
No proceedings are pending or, to the knowledge of the undersigned, contemplated for the dissolution, winding up, liquidation, or amalgamation of the Company. No application has been made to any court or governmental authority for any order in respect of the dissolution, winding up, liquidation, or amalgamation of the Company, and no resolution of the board of directors or the sole shareholder of the Company has been adopted or proposed in connection therewith.
2.7 No Conflicts
To the knowledge of the undersigned, after due inquiry, the execution, delivery, and performance by the Company of the Guarantee, the Canadian General Security Agreement, the Collateral Agency Agreement, and each of the other Transaction Documents to which the Company is a party, and the consummation of the transactions contemplated thereby, do not and will not:
(a) conflict with, contravene, or result in a violation or breach of any provision of the Articles of Incorporation (including any articles of amendment) or the By-Laws of the Company;
(b) conflict with, contravene, or result in a violation or breach of any resolution of the board of directors or the sole shareholder of the Company, whether adopted before or after the date of the Board Resolutions;
(c) result in the creation or imposition of any lien, charge, encumbrance, or security interest upon any of the assets or properties of the Company, other than the liens and security interests created in favor of the Collateral Agent pursuant to the Canadian General Security Agreement and the other Security Documents (as defined in the Indenture); or
(d) to the knowledge of the undersigned, conflict with, contravene, result in a violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, any material agreement, contract, instrument, or undertaking to which the Company is a party or by which any of its assets or properties is bound.
RELIANCE
This Secretary's Certificate and each of the Exhibits attached hereto are being delivered by the undersigned on behalf of the Company, and are intended to be relied upon by the following parties, each of whom is expressly entitled to rely on the certifications, representations, and statements contained herein and in the Exhibits hereto in connection with the offering and sale of the Notes, the delivery of the Guarantee by the Company, the granting of the security interests under the Canadian General Security Agreement, and the delivery of legal opinions and other closing deliverables relating thereto:
(a) the Initial Purchasers: Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc.;
(b) Northern Dominion Trust Company, in its capacities as Trustee under the Indenture and as Collateral Agent under the Canadian General Security Agreement and the Collateral Agency Agreement;
(c) Calderwood & Harkness LLP, as U.S. counsel to the Issuer and the Guarantors, with offices at 450 Park Avenue, New York, New York 10022;
(d) Clairmont & Voss LLP, as U.S. counsel to the Initial Purchasers, with offices at 51 West 52nd Street, New York, New York 10019;
(e) Pendleton Ross LLP, as Canadian counsel to the Issuer and the Guarantors, with offices at 3400 – 1 First Canadian Place, Toronto, Ontario M5X 1A4, Canada; and
(f) Greystone & Whitfield LLP, as Canadian counsel to the Initial Purchasers, with offices at 2900 – 100 King Street West, Toronto, Ontario M5X 1B8, Canada.
Each of the foregoing parties and their respective successors and assigns is entitled to rely upon the accuracy and completeness of the certifications, representations, and statements set forth in this Secretary's Certificate and in the Exhibits attached hereto to the same extent as if this Secretary's Certificate had been addressed directly and individually to such party. This Secretary's Certificate may not be relied upon by any other person or entity without the prior written consent of the Company.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the 19th day of April, 2022.
WOLVERINE LAKE MINING LTD.
By: ________
Name: Margaret R. Anselm
Title: Secretary
Wolverine Lake Mining Ltd.
CONFIRMATION OF INCUMBENCY
I, Stavros Katsaros, General Manager, Mine Operations of Wolverine Lake Mining Ltd., hereby confirm that Margaret R. Anselm is the duly appointed and acting Secretary of Wolverine Lake Mining Ltd. and that the signature appearing above is her genuine signature. Ms. Anselm held the office of Secretary of Wolverine Lake Mining Ltd. on the date of execution of each of the Transaction Documents and continues to hold such office as of the date hereof.
By: ________
Name: Stavros Katsaros
Title: General Manager, Mine Operations
Wolverine Lake Mining Ltd.
Date: April 19, 2022
EXHIBIT A
ARTICLES OF INCORPORATION
(Including All Articles of Amendment)
of
WOLVERINE LAKE MINING LTD.
True, correct, and complete copies of the Articles of Incorporation of Wolverine Lake Mining Ltd. (Ontario Corporation Number 2157438), as originally filed with the Ontario Ministry of Government and Consumer Services on March 14, 2007, together with all articles of amendment filed to date, including the articles of amendment filed on September 8, 2019, as currently in effect and unamended.
The Articles of Incorporation, as amended, set forth, among other things, the following:
(a) Name: Wolverine Lake Mining Ltd.
(b) Governing Statute: Business Corporations Act (Ontario), R.S.O. 1990, c. B.16, as amended.
(c) Ontario Corporation Number: 2157438.
(d) Date of Incorporation: March 14, 2007.
(e) Registered Office: 44 Lakeshore Boulevard, Wolverine Lake, Ontario P0L 1R0, Canada.
(f) Authorized Share Capital: The Company is authorized to issue an unlimited number of common shares without par value.
(g) Restrictions on Business: None.
(h) Restrictions on Share Transfers: The right to transfer shares of the Company is restricted in that no shareholder shall transfer any share or shares of the Company without the prior approval of the board of directors expressed by resolution.
(i) Number of Directors: The board of directors shall consist of a minimum of one (1) and a maximum of ten (10) directors.
(j) Sole Shareholder: All issued and outstanding common shares of the Company are held by Torchlight Mining Corp.
(k) Principal Business Activity: Exploration, development, extraction, processing, and sale of nickel, copper, and other base metals and precious metals, and all activities incidental or ancillary thereto, including the operation of the Wolverine Lake Nickel-Copper Mine.
[Complete copies of the Articles of Incorporation and all Articles of Amendment are attached behind this cover page.]
EXHIBIT B
BY-LAWS
of
WOLVERINE LAKE MINING LTD.
True, correct, and complete copy of By-Law No. 1, being the general by-law of Wolverine Lake Mining Ltd., as adopted by the board of directors and confirmed by the sole shareholder of the Company, as currently in effect and unamended.
By-Law No. 1 addresses, among other matters, the following:
(a) the registered office of the Company;
(b) the seal of the Company (if any);
(c) the qualifications, election, appointment, removal, and remuneration of directors;
(d) meetings of the board of directors, including notice requirements, quorum, and procedures for action by written resolution in lieu of a meeting;
(e) the appointment, powers, and duties of officers of the Company, including the offices of General Manager, Secretary, and Controller;
(f) the protection and indemnification of directors and officers;
(g) meetings of shareholders, including notice requirements, quorum, and procedures for action by written resolution in lieu of a meeting;
(h) the issuance, transfer, and registration of shares;
(i) dividends and other distributions;
(j) borrowing powers, including the authority of the board of directors to authorize the Company to borrow money, issue debt obligations, give guarantees, and grant security interests in the Company's assets;
(k) banking and financial arrangements;
(l) notices; and
(m) amendments to by-laws.
[Complete copy of By-Law No. 1 is attached behind this cover page.]
EXHIBIT C
BOARD RESOLUTIONS
of
WOLVERINE LAKE MINING LTD.
(Including Sole Shareholder Written Consent)
True, correct, and complete copies of the resolutions of the board of directors of Wolverine Lake Mining Ltd. (the "Board Resolutions"), adopted by unanimous written consent of all directors of the Company in lieu of a meeting, effective as of April 12, 2022, in accordance with Section 129 of the Business Corporations Act (Ontario) and the by-laws of the Company.
The Board Resolutions authorize and approve, among other things, the following:
WHEREAS, Torchlight Mining Corp. (the "Issuer") proposes to issue 8.750% Senior Secured Notes due 2029 (the "Notes") in the aggregate principal amount of $300,000,000 pursuant to an Indenture to be dated as of April 19, 2022 (the "Indenture"), among the Issuer, the Guarantors (including the Company), and Northern Dominion Trust Company, as Trustee and Collateral Agent;
WHEREAS, the Notes are to be sold by the Issuer to Kelvantis Capital Markets LLC, Prestige Barrington & Co., Inc., and Halcyon Securities Inc. (collectively, the "Initial Purchasers") pursuant to a Purchase Agreement dated as of March 29, 2022 (the "Purchase Agreement");
WHEREAS, the Company, as a wholly owned subsidiary of the Issuer and as a Guarantor, is required to guarantee the obligations of the Issuer under the Indenture and the Notes and to grant a first-priority lien on substantially all of its assets to secure such obligations;
WHEREAS, the board of directors has reviewed the terms and conditions of the Indenture, the Purchase Agreement, the Canadian General Security Agreement, and the Collateral Agency Agreement, and has determined that it is in the best interests of the Company to execute, deliver, and perform its obligations under each such agreement;
NOW, THEREFORE, BE IT RESOLVED THAT:
1.  The Company is authorized to guarantee, on a senior secured basis, the full and punctual payment and performance of all obligations of the Issuer under the Indenture and the Notes, by executing and delivering the Guarantee contemplated by the Indenture.
2.  The Company is authorized to execute and deliver the Canadian General Security Agreement with Northern Dominion Trust Company, as Collateral Agent, granting to the Collateral Agent a first-priority lien on and security interest in substantially all tangible and intangible assets of the Company, including, without limitation, all mining rights, mineral claims (Ontario Mining Claim Nos. WL-4492-01 through WL-4492-47), surface rights at the Wolverine Lake property (approximately 12,400 hectares), equipment, inventory, accounts receivable, intellectual property, permits, contracts, bank accounts, and all proceeds and products thereof.
3.  The Company is authorized to execute and deliver the Collateral Agency Agreement.
4.  Any officer of the Company is authorized and directed to execute and deliver any and all documents, instruments, certificates, agreements, notices, and filings as such officer may deem necessary or desirable in connection with the foregoing, including any PPSA filings and registrations in the Province of Ontario and any other applicable jurisdiction.
5.  Any officer of the Company is authorized and directed to take any and all actions as may be necessary or desirable to consummate the transactions contemplated by the Indenture, the Purchase Agreement, the Canadian General Security Agreement, and the Collateral Agency Agreement.
6.  All actions heretofore taken by any officer or director of the Company in connection with the foregoing transactions are hereby ratified, confirmed, and approved in all respects.
Also included: True, correct, and complete copy of the Written Consent of Sole Shareholder (Torchlight Mining Corp.), executed effective as of April 12, 2022, approving and ratifying the transactions authorized by the Board Resolutions.
[Complete copies of the Board Resolutions and Sole Shareholder Written Consent are attached behind this cover page.]
EXHIBIT D
INCUMBENCY CERTIFICATE
of
WOLVERINE LAKE MINING LTD.
As of April 19, 2022
The undersigned, Margaret R. Anselm, Secretary of Wolverine Lake Mining Ltd., a corporation incorporated under the Business Corporations Act (Ontario) (the "Company"), hereby certifies that each of the persons listed below is a duly appointed and acting officer of the Company, holding the title set forth opposite such person's name, and that the signature set forth opposite such person's name is the genuine specimen signature of such person. Each such person was duly authorized, on the date of execution and delivery of each of the Transaction Documents (as defined in the Secretary's Certificate to which this Exhibit D is attached) to which the Company is a party, to execute and deliver such Transaction Documents on behalf of the Company, and each such person continues to hold the office or position set forth below and to be so authorized as of April 19, 2022.
Certification: Each of the individuals listed above held the office or position set forth opposite his or her name on the date of execution and delivery of each of the Transaction Documents to which the Company is a party and continues to hold such office or position as of April 19, 2022. The specimen signature set forth opposite each such individual's name is the true and genuine signature of such individual. Each such individual was and remains duly authorized by the Board Resolutions (copies of which are attached as Exhibit C to the Secretary's Certificate) to execute and deliver, on behalf of the Company, each of the Transaction Documents, and any and all certificates, instruments, notices, filings, and other documents required or contemplated thereby.
WOLVERINE LAKE MINING LTD.
By: ________
Name: Margaret R. Anselm
Title: Secretary
Date: April 19, 2022
Confirmation: I, Stavros Katsaros, General Manager, Mine Operations of Wolverine Lake Mining Ltd., hereby confirm that the foregoing Incumbency Certificate is true, correct, and complete as of the date hereof, and that Margaret R. Anselm is the duly appointed and acting Secretary of the Company.
By: ________
Name: Stavros Katsaros
Title: General Manager, Mine Operations
Wolverine Lake Mining Ltd.
Date: April 19, 2022
Name | Title | Specimen Signature
Stavros Katsaros | General Manager, Mine Operations | ________
Margaret R. Anselm | Secretary | ________
Darren J. Whitehorse | Controller, Canadian Operations | ________
Name | Title | Specimen Signature
Stavros Katsaros | General Manager, Mine Operations | ________
Margaret R. Anselm | Secretary | ________
Darren J. Whitehorse | Controller, Canadian Operations | ________

SECRETARY'S CERTIFICATE

WOLVERINE LAKE MINING LTD.

SECRETARY'S CERTIFICATE OF WOLVERINE LAKE MINING LTD.

CERTIFICATIONS

RELIANCE

WOLVERINE LAKE MINING LTD.

CONFIRMATION OF INCUMBENCY

EXHIBIT A

ARTICLES OF INCORPORATION

WOLVERINE LAKE MINING LTD.

EXHIBIT B

BY-LAWS

WOLVERINE LAKE MINING LTD.

EXHIBIT C

BOARD RESOLUTIONS

WOLVERINE LAKE MINING LTD.

NOW, THEREFORE, BE IT RESOLVED THAT:

EXHIBIT D

INCUMBENCY CERTIFICATE

WOLVERINE LAKE MINING LTD.

WOLVERINE LAKE MINING LTD.

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