1039-00003 · Torchlight Mining Corp · Corporate Authorizations & Closing

officers-certificate-authority.docx DOCUMENT Antitrust

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UNITED STATES DISTRICT COURT DISTRICT OF MONTANA MISSOULA DIVISION

UNITED STATES OF AMERICA and STATE OF MONTANA,

Plaintiffs,

TORCHLIGHT MINING CORP., a Canadian federal corporation; TORCHLIGHT MINING (U.S.) INC., a Delaware corporation; TORCHLIGHT SPECIALTY CHEMICALS, INC., a Delaware corporation; RIDGECREST MINE HOLDINGS, LLC, a Montana limited liability company; and BONANZA CREEK MINING, LLC, a Nevada limited liability company,

Defendants,

consolidated with

STATE OF NEVADA and STATE OF WEST VIRGINIA,

Co-Plaintiffs.

Civil Action No. 9:24-cv-00087-DWM

Before the Honorable Donald W. Molloy, Senior United States District Judge

OFFICER'S CERTIFICATE OF AUTHORITY AND AUTHORIZATION

I. CERTIFYING OFFICER IDENTIFICATION

I, Miriam Soo-Hwan Park, hereby certify and state as follows:

1. I am the General Counsel of Torchlight Mining Corp. ("TMC" or "Torchlight"), a corporation incorporated under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the "CBCA"). I have served as General Counsel of TMC since September 2019 and am fully familiar with the organizational structure, corporate governance, and legal affairs of TMC and each of its direct and indirect subsidiaries identified herein.

2. I am duly authorized to execute this Officer's Certificate of Authority and Authorization (this "Certificate") on behalf of TMC and each of the U.S. subsidiaries listed in Section II below (collectively with TMC, the "Defendant Entities"). My authority to execute this Certificate derives from (a) the Board Resolution described in Section III below, (b) the subsidiary resolutions and written consents described in Section IV below, and (c) the general authority vested in me as General Counsel under TMC's corporate governance policies and the bylaws of the Defendant Entities that are corporations and the operating agreements of the Defendant Entities that are limited liability companies.

3. This Certificate is provided in connection with the lodging of the Consent Decree (the "Consent Decree") in the above-captioned civil action, Civil Action No. 9:24-cv-00087-DWM, currently pending before this Court. The Consent Decree resolves claims brought by the United States of America, acting through the United States Environmental Protection Agency ("EPA") and the United States Department of Justice ("DOJ"), the State of Montana, acting through the Montana Department of Environmental Quality ("MDEQ"), the State of Nevada, acting through the Nevada Division of Environmental Protection ("NDEP"), and the State of West Virginia, acting through the West Virginia Department of Environmental Protection ("WVDEP"), against the Defendant Entities pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. §§ 9601–9675, the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901–6992k, the Clean Water Act ("CWA"), 33 U.S.C. §§ 1251–1388, and related state environmental statutes.

4. This Certificate is executed as of February 18, 2025.

5. I make each of the certifications set forth herein based upon my personal knowledge, my review of the records and files of TMC and the other Defendant Entities, and information provided to me by officers and employees of the Defendant Entities and by counsel in the ordinary course of my duties as General Counsel.

II. IDENTIFICATION OF DEFENDANT ENTITIES

The following entities are the Defendant Entities for which corporate or organizational authority is being certified in this Certificate:

A. Torchlight Mining Corp.

• Full Legal Name: Torchlight Mining Corp.

• Entity Type: Corporation incorporated under the Canada Business Corporations Act (CBCA).

• Jurisdiction of Incorporation: Canada (Federal). TMC was incorporated under the CBCA on June 17, 1988, and has maintained continuous corporate existence since that date. TMC's CBCA Corporation Number is 348271-6.

• Canadian Headquarters: 1800 Bayfield Tower, 401 Bay Street, Toronto, Ontario M5H 2Y4, Canada.

• U.S. Headquarters: 750 Copper Ridge Boulevard, Suite 200, Helena, Montana 59601.

• Stock Exchange Listings: TMC is dual-listed on the Toronto Stock Exchange (TSX: TRC) and the New York Stock Exchange (NYSE: TRC). TMC is a reporting issuer under applicable Canadian securities laws and a registrant under the U.S. Securities Exchange Act of 1934, as amended, and files reports with both the Ontario Securities Commission and the U.S. Securities and Exchange Commission.

• Chief Executive Officer: Douglas K. Prennell. Mr. Prennell has served as President and Chief Executive Officer of TMC since January 2021.

• Role in Corporate Structure: TMC is the ultimate parent entity of the corporate group and directly or indirectly owns 100% of the equity interests in each of the other Defendant Entities.

B. Torchlight Mining (U.S.) Inc.

• Full Legal Name: Torchlight Mining (U.S.) Inc.

• Entity Type: Corporation.

• Jurisdiction of Incorporation: State of Delaware. Torchlight Mining (U.S.) Inc. was incorporated under the Delaware General Corporation Law on March 3, 2003.

• Employer Identification Number (EIN): 83-2047156.

• Registered Agent: Ashgrove Services Inc., 1209 Orange Street, Wilmington, Delaware 19801.

• Ownership: Torchlight Mining (U.S.) Inc. is a wholly owned subsidiary of Torchlight Mining Corp. All issued and outstanding shares of capital stock of Torchlight Mining (U.S.) Inc. are held by TMC.

• Principal Function: Torchlight Mining (U.S.) Inc. serves as the direct operator of all U.S. mining operations conducted by the Torchlight corporate group and is the intermediate holding company for all of TMC's U.S. operating subsidiaries, including those listed in Sections II.C through II.E below.

C. Torchlight Specialty Chemicals, Inc.

• Full Legal Name: Torchlight Specialty Chemicals, Inc.

• Entity Type: Corporation.

• Jurisdiction of Incorporation: State of Delaware. Torchlight Specialty Chemicals, Inc. was incorporated under the Delaware General Corporation Law on August 14, 2009.

• Employer Identification Number (EIN): 47-3819204.

• Ownership: Torchlight Specialty Chemicals, Inc. is an indirect wholly owned subsidiary of TMC, with all issued and outstanding shares of capital stock held by Torchlight Mining (U.S.) Inc.

• Principal Function: Torchlight Specialty Chemicals, Inc. is the operator of (a) the Gallatin Chemical Works facility, located in Belgrade, Gallatin County, Montana, and (b) the Kanawha Bend Chemical Plant, located in Institute, Kanawha County, West Virginia. Both facilities are involved in the production and processing of specialty mining chemicals, including flotation reagents, leaching agents, and solvent extraction chemicals used in the Torchlight group's mining operations and sold to third-party customers.

D. Ridgecrest Mine Holdings, LLC

• Full Legal Name: Ridgecrest Mine Holdings, LLC.

• Entity Type: Limited Liability Company.

• Jurisdiction of Formation: State of Montana. Ridgecrest Mine Holdings, LLC was organized under the Montana Limited Liability Company Act on November 22, 2004.

• Montana Secretary of State Identification Number: E1042738.

• Ownership: Ridgecrest Mine Holdings, LLC is a wholly owned subsidiary of Torchlight Mining (U.S.) Inc., which serves as its sole member. Ridgecrest Mine Holdings, LLC is managed by its sole member.

• Principal Function: Ridgecrest Mine Holdings, LLC holds all real property, mineral rights, surface rights, water rights, easements, and related property interests associated with the Ridgecrest Copper-Molybdenum Mine, located at 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832. The Ridgecrest mine is a former open-pit copper and molybdenum mining operation that is the subject of ongoing environmental remediation activities.

E. Bonanza Creek Mining, LLC

• Full Legal Name: Bonanza Creek Mining, LLC.

• Entity Type: Limited Liability Company.

• Jurisdiction of Formation: State of Nevada. Bonanza Creek Mining, LLC was organized under the Nevada Revised Statutes, Chapter 86, on April 9, 2007.

• Nevada Secretary of State Entity Number: E0518294731.

• Ownership: Bonanza Creek Mining, LLC is a wholly owned subsidiary of Torchlight Mining (U.S.) Inc., which serves as its sole member. Bonanza Creek Mining, LLC is managed by its sole member.

• Principal Function: Bonanza Creek Mining, LLC holds all real property, mineral rights, surface rights, water rights, Bureau of Land Management grazing permits, and related property interests associated with the Bonanza Creek Gold Mine, located at County Road 447, Mile Marker 12, Lander County, Nevada 89820. The Bonanza Creek Gold Mine is a former heap-leach gold mining operation that ceased active production in 2016 and is currently undergoing closure and environmental remediation activities.

III. CERTIFICATION OF CORPORATE AUTHORITY — BOARD RESOLUTION

6. I hereby certify that the Board of Directors of Torchlight Mining Corp. duly adopted a resolution on February 10, 2025 (the "Board Resolution"), at a meeting duly called and held in accordance with the CBCA and the bylaws of TMC, at which a quorum of the Board of Directors was present and acting throughout. The Board Resolution authorized the execution, delivery, and performance of the Consent Decree and all ancillary instruments, agreements, and documents contemplated thereby, including without limitation all work plans, remedial action plans, financial assurance instruments, and reporting obligations arising under the Consent Decree.

7. Pursuant to the Board Resolution, the following individuals were expressly authorized to execute the Consent Decree and all ancillary instruments on behalf of TMC, acting in their respective capacities as officers of TMC and, where applicable, as officers or authorized representatives of the U.S. subsidiaries of TMC, with full power and authority to bind the Defendant Entities:

(a) Douglas K. Prennell, Chief Executive Officer and President of Torchlight Mining Corp.; and

(b) Miriam Soo-Hwan Park, General Counsel of Torchlight Mining Corp.

8. The Board Resolution specifically authorized the assumption by TMC and the other Defendant Entities of the financial obligations set forth in the Consent Decree, the principal components of which are as follows:

(a) Remediation Obligations. Aggregate remediation obligations totaling Three Hundred Forty-Three Million Five Hundred Thousand Dollars ($343,500,000.00) (nominal) across four sites, consisting of the Ridgecrest Copper-Molybdenum Mine (Granite County, Montana), the Bonanza Creek Gold Mine (Lander County, Nevada), the Gallatin Chemical Works (Gallatin County, Montana), and the Kanawha Bend Chemical Plant (Kanawha County, West Virginia). These remediation obligations encompass all remedial design, remedial action, operation and maintenance, long-term monitoring, institutional controls, and post-closure care activities required under the Consent Decree.

(b) Civil Penalties. Civil penalties totaling Thirty-One Million Five Hundred Thousand Dollars ($31,500,000.00), payable in accordance with the penalty payment schedule set forth in Appendix D of the Consent Decree. The civil penalties are assessed under Section 109 of CERCLA, 42 U.S.C. § 9609, Section 3008 of RCRA, 42 U.S.C. § 6928, and Section 309 of the CWA, 33 U.S.C. § 1319, as well as analogous provisions of Montana, Nevada, and West Virginia state environmental law.

(c) EPA Past-Costs Reimbursement. Reimbursement to the United States of past response costs incurred by EPA totaling Eighteen Million One Hundred Thousand Dollars ($18,100,000.00), consisting of (i) Fourteen Million Three Hundred Thousand Dollars ($14,300,000.00) in past response costs attributable to the Ridgecrest Copper-Molybdenum Mine site, and (ii) Three Million Eight Hundred Thousand Dollars ($3,800,000.00) in past response costs attributable to the Kanawha Bend Chemical Plant site. These amounts are payable to the EPA Hazardous Substance Superfund in accordance with Section 107(a) of CERCLA, 42 U.S.C. § 9607(a), within sixty (60) days of the Effective Date of the Consent Decree, together with accrued interest calculated from the date of demand at the rate specified in 28 U.S.C. § 1961.

(d) Supplemental Environmental Projects. Funding and implementation of Supplemental Environmental Projects ("SEPs") totaling Twelve Million Dollars ($12,000,000.00), as described in Appendix G of the Consent Decree. The SEPs include (i) a water quality improvement project for the Clark Fork River watershed, (ii) a community health monitoring program for residents in the vicinity of the Ridgecrest mine site, (iii) a native revegetation program at the Bonanza Creek site, and (iv) a groundwater treatment technology demonstration project at the Kanawha Bend site.

(e) Financial Assurance Obligations. Aggregate financial assurance obligations totaling Two Hundred Forty-Five Million Dollars ($245,000,000.00), consisting of the following instruments:

(i) A surety bond in the amount of One Hundred Sixty-Five Million Dollars ($165,000,000.00) (Bond No. ISA-ENV-2025-08934), issued by Ironbark Surety of America, Inc., a surety company authorized to do business in the District of Montana and listed on the U.S. Department of the Treasury's Listing of Approved Sureties (Department Circular 570); and

(ii) A remediation trust fund in the initial amount of Eighty Million Dollars ($80,000,000.00), established pursuant to Trust Agreement No. LTC-REM-2025-1177, with Larchfield Trust Company, N.A. serving as trustee, as more fully described in Section VIII below.

9. A true, correct, and complete copy of the Board Resolution, certified by me as General Counsel and Corporate Secretary of TMC, is attached hereto as Exhibit A and incorporated herein by reference.

IV. CERTIFICATION OF SUBSIDIARY AUTHORITY

10. In addition to the Board Resolution adopted by the Board of Directors of TMC as described in Section III above, each of the U.S. subsidiaries of TMC listed below separately adopted the resolutions or written consents described in this Section IV, authorizing the execution, delivery, and performance of the Consent Decree. True, correct, and complete copies of each of the resolutions and written consents described in this Section IV are attached hereto as Exhibit B and incorporated herein by reference.

A. Torchlight Mining (U.S.) Inc.

11. The Board of Directors of Torchlight Mining (U.S.) Inc. duly adopted a resolution on February 10, 2025, at a meeting duly called and held in accordance with the Delaware General Corporation Law and the bylaws of Torchlight Mining (U.S.) Inc., at which a quorum of the Board of Directors was present and acting throughout, authorizing the execution, delivery, and performance of the Consent Decree and all ancillary instruments, agreements, and documents contemplated thereby.

12. The following individuals were authorized to execute the Consent Decree and all ancillary instruments on behalf of Torchlight Mining (U.S.) Inc.:

(a) Douglas K. Prennell, in his capacity as President of Torchlight Mining (U.S.) Inc.; and

(b) Miriam Soo-Hwan Park, in her capacity as Secretary of Torchlight Mining (U.S.) Inc.

B. Torchlight Specialty Chemicals, Inc.

13. The Board of Directors of Torchlight Specialty Chemicals, Inc. duly adopted a resolution on February 10, 2025, at a meeting duly called and held in accordance with the Delaware General Corporation Law and the bylaws of Torchlight Specialty Chemicals, Inc., at which a quorum of the Board of Directors was present and acting throughout, authorizing the execution, delivery, and performance of the Consent Decree and all ancillary instruments, agreements, and documents contemplated thereby.

14. The following individuals were authorized to execute the Consent Decree and all ancillary instruments on behalf of Torchlight Specialty Chemicals, Inc.:

(a) Douglas K. Prennell, in his capacity as President of Torchlight Specialty Chemicals, Inc.; and

(b) Miriam Soo-Hwan Park, in her capacity as Secretary of Torchlight Specialty Chemicals, Inc.

C. Ridgecrest Mine Holdings, LLC

15. Torchlight Mining (U.S.) Inc., as the sole member of Ridgecrest Mine Holdings, LLC, adopted a written consent in lieu of a meeting on February 10, 2025, in accordance with the Montana Limited Liability Company Act and the Operating Agreement of Ridgecrest Mine Holdings, LLC, authorizing the execution, delivery, and performance of the Consent Decree and all ancillary instruments, agreements, and documents contemplated thereby. The written consent was duly executed by an authorized officer of Torchlight Mining (U.S.) Inc., acting in its capacity as sole member and manager of Ridgecrest Mine Holdings, LLC.

16. The following individuals were authorized to execute the Consent Decree and all ancillary instruments on behalf of Ridgecrest Mine Holdings, LLC, each acting as an authorized representative of the sole member:

(a) Douglas K. Prennell; and

(b) Miriam Soo-Hwan Park.

D. Bonanza Creek Mining, LLC

17. Torchlight Mining (U.S.) Inc., as the sole member of Bonanza Creek Mining, LLC, adopted a written consent in lieu of a meeting on February 10, 2025, in accordance with the Nevada Revised Statutes, Chapter 86, and the Operating Agreement of Bonanza Creek Mining, LLC, authorizing the execution, delivery, and performance of the Consent Decree and all ancillary instruments, agreements, and documents contemplated thereby. The written consent was duly executed by an authorized officer of Torchlight Mining (U.S.) Inc., acting in its capacity as sole member and manager of Bonanza Creek Mining, LLC.

18. The following individuals were authorized to execute the Consent Decree and all ancillary instruments on behalf of Bonanza Creek Mining, LLC, each acting as an authorized representative of the sole member:

(a) Douglas K. Prennell; and

(b) Miriam Soo-Hwan Park.

V. CERTIFICATION OF GOOD STANDING

19. I hereby certify that each of the Defendant Entities is duly organized or formed, as applicable, validly existing, and in good standing (or equivalent status, as applicable) under the laws of its respective jurisdiction of incorporation or formation, as set forth below. Certificates of good standing or equivalent certificates, each dated no earlier than February 3, 2025, are attached hereto as Exhibit C and incorporated herein by reference.

20. Each Defendant Entity is duly qualified and authorized to do business in each jurisdiction in which the nature of its business activities or the character of the properties it owns, leases, or operates requires such qualification, and each such entity has obtained and maintains all licenses, permits, and authorizations necessary to conduct its business as currently conducted. The specific jurisdictions of incorporation or formation and qualification for each Defendant Entity are as follows:

(a) Torchlight Mining Corp.: Incorporated under the CBCA (Federal, Canada). Registered to do business in the State of Montana as a foreign corporation, Montana Foreign Corporation Registration No. F-064291. TMC maintains its registration in good standing with the Montana Secretary of State.

(b) Torchlight Mining (U.S.) Inc.: Incorporated in the State of Delaware. Qualified to do business as a foreign corporation in the State of Montana (Registration No. F-082417), the State of Nevada (Registration No. E0483716209), and the State of West Virginia (Registration No. FD-07294). Torchlight Mining (U.S.) Inc. is in good standing in each such jurisdiction.

(c) Torchlight Specialty Chemicals, Inc.: Incorporated in the State of Delaware. Qualified to do business as a foreign corporation in the State of Montana (Registration No. F-091837) and the State of West Virginia (Registration No. FD-08102). Torchlight Specialty Chemicals, Inc. is in good standing in each such jurisdiction.

(d) Ridgecrest Mine Holdings, LLC: Organized in the State of Montana, Montana Secretary of State ID E1042738. Ridgecrest Mine Holdings, LLC is in good standing with the Montana Secretary of State and conducts business exclusively within the State of Montana.

(e) Bonanza Creek Mining, LLC: Organized in the State of Nevada, Nevada Secretary of State Entity No. E0518294731. Bonanza Creek Mining, LLC is in good standing with the Nevada Secretary of State and conducts business exclusively within the State of Nevada.

VI. CERTIFICATION OF NO IMPEDIMENT TO CONSENT DECREE

21. I hereby certify that no provision of any organizational document of any Defendant Entity — including, without limitation, any certificate of incorporation, articles of organization, articles of amendment, bylaws, operating agreement, partnership agreement, shareholders' agreement, or other similar governing document — prohibits, restricts, or would be violated by the execution, delivery, or performance of the Consent Decree or any of the ancillary instruments contemplated thereby.

22. No order, judgment, decree, injunction, or ruling of any court, governmental authority, regulatory body, or arbitral tribunal to which any Defendant Entity is subject, or by which any property or asset of any Defendant Entity is bound, prohibits, restricts, or would be violated by the execution, delivery, or performance of the Consent Decree. I have reviewed the active litigation docket and regulatory compliance records of each Defendant Entity, and I am not aware of any pending or threatened legal proceeding, investigation, or enforcement action that would impede the ability of any Defendant Entity to fulfill its obligations under the Consent Decree.

23. The execution, delivery, and performance of the Consent Decree will not conflict with, result in a breach or default under, give rise to any right of termination, acceleration, or cancellation under, or create any lien or encumbrance upon any property or asset of any Defendant Entity pursuant to, any material agreement, contract, indenture, mortgage, deed of trust, lease, license, permit, or other instrument to which any Defendant Entity is a party or by which any Defendant Entity or any of its properties or assets is bound. Without limiting the generality of the foregoing, I specifically certify that:

(a) TMC is a party to a C$750,000,000 syndicated revolving credit facility (the "Credit Facility") with a syndicate of lenders for which Harborstone National Bank, N.A. serves as administrative agent. The Credit Facility matures on March 15, 2027. The Credit Facility Agreement, dated as of March 15, 2022 (as amended), contains financial and operational covenants, including an environmental liability covenant (Section 7.12) requiring that aggregate environmental liabilities of TMC and its subsidiaries (as reasonably estimated and reported in accordance with applicable accounting standards) shall not exceed twenty-five percent (25%) of consolidated net tangible assets of TMC and its subsidiaries at any time.

(b) As of the date of this Certificate, TMC remains in compliance with all covenants contained in the Credit Facility Agreement, including the environmental liability covenant described in subparagraph (a) above. TMC's consolidated net tangible assets as of December 31, 2024 (the most recent fiscal quarter end) were approximately C$3.47 billion, and the aggregate environmental liabilities of TMC and its subsidiaries (inclusive of the obligations assumed under the Consent Decree) are estimated at approximately C$574.8 million, representing approximately 16.6% of consolidated net tangible assets, which is within the 25% threshold prescribed by the Credit Facility Agreement.

(c) TMC has provided notice to Harborstone National Bank, N.A., as administrative agent, of the pending Consent Decree in accordance with the notification provisions of the Credit Facility Agreement, and no event of default has been declared or is continuing under the Credit Facility Agreement as of the date of this Certificate.

VII. CERTIFICATION REGARDING COUNSEL

24. TMC and each of its U.S. subsidiaries identified in Section II above are represented in the above-captioned civil action and in all matters relating to the negotiation, execution, and performance of the Consent Decree by the following law firms, each of which has been duly retained and authorized to act on behalf of the Defendant Entities in connection with this matter:

(a) Calderwood & Harkness LLP (lead outside counsel). Calderwood & Harkness LLP maintains offices in New York, Washington, D.C., San Francisco, and London. The Responsible Partner for this matter is Harrison Wexford, a partner in the firm's Environmental Litigation and Enforcement Practice Group. The firm's internal matter number for this engagement is 1039-00003. Calderwood & Harkness LLP has been engaged to serve as lead counsel for the Defendant Entities in all aspects of the civil action, including the negotiation and drafting of the Consent Decree, the preparation of all filings with this Court, and the coordination of all outside legal representation.

(b) Holcroft, Dane & Weiss LLP (Montana local counsel). Holcroft, Dane & Weiss LLP is a law firm with offices in Helena, Missoula, and Billings, Montana. The Lead Partner for this matter is Russell Dane. Holcroft, Dane & Weiss LLP has been engaged to provide local counsel services in the State of Montana and to represent the Defendant Entities before this Court in connection with all proceedings in the above-captioned civil action.

(c) sagebrush Law Group, PLLC (Nevada local counsel). Sagebrush Law Group, PLLC is a law firm with offices in Reno and Las Vegas, Nevada. The Lead Partner for this matter is Denise Quartaro. Sagebrush Law Group, PLLC has been engaged to provide local counsel services in the State of Nevada in connection with the Nevada-related claims and remediation obligations arising under the Consent Decree.

(d) Baxter, Tully & Crane PLLC (West Virginia local counsel). Baxter, Tully & Crane PLLC is a law firm with offices in Charleston and Morgantown, West Virginia. The Lead Partner for this matter is Nathan Tully. Baxter, Tully & Crane PLLC has been engaged to provide local counsel services in the State of West Virginia in connection with the West Virginia-related claims and remediation obligations arising under the Consent Decree.

25. Each of the law firms identified in paragraph 24 above is duly authorized by the Defendant Entities to act on their behalf in connection with the above-captioned civil action and the Consent Decree, including without limitation the authority to execute and file documents with this Court, to appear at hearings and conferences, to receive service of process and other communications from the Court and the parties, and to take all other actions reasonably necessary in connection with the representation.

VIII. CERTIFICATION REGARDING FINANCIAL ASSURANCE INSTRUMENTS

26. I hereby certify that TMC has taken all actions necessary to secure the financial assurance instruments required under Section XVI (Financial Assurance) of the Consent Decree, and that the following financial assurance instruments have been executed and are in full force and effect, subject only to the condition that the Consent Decree is entered by this Court:

(a) Surety Bond. Surety Bond No. ISA-ENV-2025-08934, in the penal sum of One Hundred Sixty-Five Million Dollars ($165,000,000.00), issued by Ironbark Surety of America, Inc., a surety company organized under the laws of the State of New York and authorized to transact surety business in all fifty states and the District of Columbia. Ironbark Surety of America, Inc. is listed on the U.S. Department of the Treasury's Listing of Approved Sureties (Department Circular 570) with an underwriting limitation in excess of the penal sum of the bond. The surety bond is dated February 15, 2025, and names the United States of America, the State of Montana, the State of Nevada, and the State of West Virginia as co-obligees. The bond has an annual premium rate of 1.85% of the penal sum, resulting in an annual premium of Three Million Fifty-Two Thousand Five Hundred Dollars ($3,052,500.00). The principal office of Ironbark Surety of America, Inc. is located at 599 Lexington Avenue, 26th Floor, New York, New York 10022.

(b) Remediation Trust Fund. Remediation Trust Agreement No. LTC-REM-2025-1177, establishing a remediation trust fund (the "Trust Fund") in the initial funded amount of Eighty Million Dollars ($80,000,000.00). The Trust Agreement is dated February 17, 2025, and names Larchfield Trust Company, N.A. as trustee. Larchfield Trust Company, N.A. is a national banking association organized under the National Bank Act and is authorized to exercise fiduciary powers. The principal office of Larchfield Trust Company, N.A. is located at 200 South Tryon Street, Suite 1100, Charlotte, North Carolina 28202. The Trust Officer assigned to the Trust Fund is David Henshaw, Senior Vice President and Trust Officer. The Trust Fund is established for the sole purpose of funding remediation activities at the sites identified in the Consent Decree, and all disbursements from the Trust Fund are subject to the approval procedures set forth in Section XVI.F of the Consent Decree and the terms of the Trust Agreement.

27. The aggregate financial assurance provided by the surety bond and the remediation trust fund is Two Hundred Forty-Five Million Dollars ($245,000,000.00), consisting of (a) the surety bond in the amount of $165,000,000.00 and (b) the remediation trust fund in the initial amount of $80,000,000.00. This aggregate amount satisfies the financial assurance requirements set forth in Section XVI of the Consent Decree.

28. TMC is prepared to (a) fund the initial deposit to the Trust Fund and (b) post the surety bond with this Court, upon entry of the Consent Decree, in accordance with the schedule set forth in Section XVI.B of the Consent Decree. The deadline for posting of financial assurance instruments following entry of the Consent Decree is September 12, 2025. TMC has confirmed with both Ironbark Surety of America, Inc. and Larchfield Trust Company, N.A. that each instrument will be effective and available for delivery in accordance with this schedule.

IX. CERTIFICATION OF ACCURACY

29. I hereby certify, affirm, and attest that all facts, statements, and representations set forth in this Certificate are true, correct, and complete in all material respects to the best of my knowledge, information, and belief as of the date hereof. I have made due and diligent inquiry into the matters set forth herein and have relied upon the corporate records of the Defendant Entities, certificates of officers of the Defendant Entities, and the advice and representations of counsel where appropriate.

30. I acknowledge and understand that this Certificate is being provided to the Court in connection with the lodging and anticipated entry of the Consent Decree in Civil Action No. 9:24-cv-00087-DWM. I further acknowledge that this Certificate may be relied upon by the Court, the United States of America (acting through the Department of Justice and the Environmental Protection Agency), the State of Montana, the State of Nevada, and the State of West Virginia in evaluating whether the Defendant Entities have the requisite corporate or organizational authority and financial capacity to enter into and perform their obligations under the Consent Decree. I understand that any material misstatement or omission in this Certificate may constitute grounds for sanctions, contempt proceedings, or other relief as the Court may deem appropriate.

X. EXECUTION

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate of Authority and Authorization as of the date first set forth above.

TORCHLIGHT MINING CORP.

By: ________

Name: Miriam Soo-Hwan Park

Title: General Counsel

On behalf of:

Torchlight Mining Corp. Torchlight Mining (U.S.) Inc. Torchlight Specialty Chemicals, Inc. Ridgecrest Mine Holdings, LLC Bonanza Creek Mining, LLC

Date: February 18, 2025

Address for Notices: 750 Copper Ridge Boulevard, Suite 200 Helena, Montana 59601 Telephone: (406) 555-2800

Email: mpark@torchlightmining.com

XI. NOTARIZATION

STATE OF MONTANA COUNTY OF LEWIS AND CLARK

On this 18th day of February, 2025, before me, the undersigned, a Notary Public in and for the State of Montana, personally appeared Miriam Soo-Hwan Park, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her authorized capacity as General Counsel of Torchlight Mining Corp. and on behalf of each of the entities identified in the foregoing Officer's Certificate of Authority and Authorization, and that by her signature on the instrument, the entities upon behalf of which the person acted executed the instrument.

WITNESS my hand and official seal.

________________________________________

Notary Public for the State of Montana Residing at: Helena, Lewis and Clark County, Montana My Commission Expires: ____

[NOTARIAL SEAL]

LIST OF EXHIBITS

Exhibit A — Board Resolution of Torchlight Mining Corp. (February 10, 2025)

A true, correct, and complete copy of the resolution adopted by the Board of Directors of Torchlight Mining Corp. on February 10, 2025, authorizing the execution, delivery, and performance of the Consent Decree and all ancillary instruments. The Board Resolution is maintained on file with the Corporate Secretary of Torchlight Mining Corp. and is cross-referenced to the corporate records file tmc-board-resolution-consent-decree.docx. The Board Resolution is attached separately to this Certificate and incorporated herein by reference.

Exhibit B — Subsidiary Resolutions and Written Consents (February 10, 2025)

True, correct, and complete copies of the following subsidiary authorizations, each dated February 10, 2025:

(a) Resolution of the Board of Directors of Torchlight Mining (U.S.) Inc. authorizing the execution, delivery, and performance of the Consent Decree;

(b) Resolution of the Board of Directors of Torchlight Specialty Chemicals, Inc. authorizing the execution, delivery, and performance of the Consent Decree;

(c) Written Consent of Torchlight Mining (U.S.) Inc., as sole member of Ridgecrest Mine Holdings, LLC, authorizing the execution, delivery, and performance of the Consent Decree; and

(d) Written Consent of Torchlight Mining (U.S.) Inc., as sole member of Bonanza Creek Mining, LLC, authorizing the execution, delivery, and performance of the Consent Decree.

The subsidiary resolutions and written consents are attached separately to this Certificate and incorporated herein by reference.

Exhibit C — Certificates of Good Standing

Certificates of good standing or equivalent certificates for each of the Defendant Entities, obtained from the applicable governmental authority in each entity's jurisdiction of incorporation or formation, as follows:

(a) Certificate of Compliance issued by Industry Canada / Corporations Canada (for Torchlight Mining Corp., CBCA Corporation No. 348271-6);

(b) Certificate of Good Standing issued by the Delaware Secretary of State (for Torchlight Mining (U.S.) Inc.);

(d) Certificate of Existence issued by the Montana Secretary of State (for Ridgecrest Mine Holdings, LLC, ID E1042738);

(e) Certificate of Foreign Corporation Authority issued by the Montana Secretary of State (for Torchlight Mining Corp., Foreign Corporation Registration No. F-064291);

(f) Certificate of Foreign Corporation Authority issued by the Montana Secretary of State (for Torchlight Mining (U.S.) Inc., Foreign Corporation Registration No. F-082417);

(g) Certificate of Good Standing issued by the Nevada Secretary of State (for Bonanza Creek Mining, LLC, Entity No. E0518294731).

The certificates of good standing are attached separately to this Certificate and incorporated herein by reference.

This Officer's Certificate of Authority and Authorization, together with all Exhibits hereto, is lodged with the Court in connection with the proposed Consent Decree in Civil Action No. 9:24-cv-00087-DWM. This Certificate does not constitute a waiver of any privilege or protection, including the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection.

UNITED STATES DISTRICT COURT DISTRICT OF MONTANA MISSOULA DIVISION
UNITED STATES OF AMERICA and STATE OF MONTANA,
Plaintiffs,
v.
TORCHLIGHT MINING CORP., a Canadian federal corporation; TORCHLIGHT MINING (U.S.) INC., a Delaware corporation; TORCHLIGHT SPECIALTY CHEMICALS, INC., a Delaware corporation; RIDGECREST MINE HOLDINGS, LLC, a Montana limited liability company; and BONANZA CREEK MINING, LLC, a Nevada limited liability company,
Defendants,
consolidated with
STATE OF NEVADA and STATE OF WEST VIRGINIA,
Co-Plaintiffs.
Civil Action No. 9:24-cv-00087-DWM
Before the Honorable Donald W. Molloy, Senior United States District Judge
OFFICER'S CERTIFICATE OF AUTHORITY AND AUTHORIZATION
I. CERTIFYING OFFICER IDENTIFICATION
I, Miriam Soo-Hwan Park, hereby certify and state as follows:
1.  I am the General Counsel of Torchlight Mining Corp. ("TMC" or "Torchlight"), a corporation incorporated under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the "CBCA"). I have served as General Counsel of TMC since September 2019 and am fully familiar with the organizational structure, corporate governance, and legal affairs of TMC and each of its direct and indirect subsidiaries identified herein.
2.  I am duly authorized to execute this Officer's Certificate of Authority and Authorization (this "Certificate") on behalf of TMC and each of the U.S. subsidiaries listed in Section II below (collectively with TMC, the "Defendant Entities"). My authority to execute this Certificate derives from (a) the Board Resolution described in Section III below, (b) the subsidiary resolutions and written consents described in Section IV below, and (c) the general authority vested in me as General Counsel under TMC's corporate governance policies and the bylaws of the Defendant Entities that are corporations and the operating agreements of the Defendant Entities that are limited liability companies.
3.  This Certificate is provided in connection with the lodging of the Consent Decree (the "Consent Decree") in the above-captioned civil action, Civil Action No. 9:24-cv-00087-DWM, currently pending before this Court. The Consent Decree resolves claims brought by the United States of America, acting through the United States Environmental Protection Agency ("EPA") and the United States Department of Justice ("DOJ"), the State of Montana, acting through the Montana Department of Environmental Quality ("MDEQ"), the State of Nevada, acting through the Nevada Division of Environmental Protection ("NDEP"), and the State of West Virginia, acting through the West Virginia Department of Environmental Protection ("WVDEP"), against the Defendant Entities pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. §§ 9601–9675, the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901–6992k, the Clean Water Act ("CWA"), 33 U.S.C. §§ 1251–1388, and related state environmental statutes.
4.  This Certificate is executed as of February 18, 2025.
5.  I make each of the certifications set forth herein based upon my personal knowledge, my review of the records and files of TMC and the other Defendant Entities, and information provided to me by officers and employees of the Defendant Entities and by counsel in the ordinary course of my duties as General Counsel.
II. IDENTIFICATION OF DEFENDANT ENTITIES
The following entities are the Defendant Entities for which corporate or organizational authority is being certified in this Certificate:
A. Torchlight Mining Corp.
•  Full Legal Name: Torchlight Mining Corp.
•  Entity Type: Corporation incorporated under the Canada Business Corporations Act (CBCA).
•  Jurisdiction of Incorporation: Canada (Federal). TMC was incorporated under the CBCA on June 17, 1988, and has maintained continuous corporate existence since that date. TMC's CBCA Corporation Number is 348271-6.
•  Canadian Headquarters: 1800 Bayfield Tower, 401 Bay Street, Toronto, Ontario M5H 2Y4, Canada.
•  U.S. Headquarters: 750 Copper Ridge Boulevard, Suite 200, Helena, Montana 59601.
•  Stock Exchange Listings: TMC is dual-listed on the Toronto Stock Exchange (TSX: TRC) and the New York Stock Exchange (NYSE: TRC). TMC is a reporting issuer under applicable Canadian securities laws and a registrant under the U.S. Securities Exchange Act of 1934, as amended, and files reports with both the Ontario Securities Commission and the U.S. Securities and Exchange Commission.
•  Chief Executive Officer: Douglas K. Prennell. Mr. Prennell has served as President and Chief Executive Officer of TMC since January 2021.
•  Role in Corporate Structure: TMC is the ultimate parent entity of the corporate group and directly or indirectly owns 100% of the equity interests in each of the other Defendant Entities.
B. Torchlight Mining (U.S.) Inc.
•  Full Legal Name: Torchlight Mining (U.S.) Inc.
•  Entity Type: Corporation.
•  Jurisdiction of Incorporation: State of Delaware. Torchlight Mining (U.S.) Inc. was incorporated under the Delaware General Corporation Law on March 3, 2003.
•  Employer Identification Number (EIN): 83-2047156.
•  Registered Agent: Ashgrove Services Inc., 1209 Orange Street, Wilmington, Delaware 19801.
•  Ownership: Torchlight Mining (U.S.) Inc. is a wholly owned subsidiary of Torchlight Mining Corp. All issued and outstanding shares of capital stock of Torchlight Mining (U.S.) Inc. are held by TMC.
•  Principal Function: Torchlight Mining (U.S.) Inc. serves as the direct operator of all U.S. mining operations conducted by the Torchlight corporate group and is the intermediate holding company for all of TMC's U.S. operating subsidiaries, including those listed in Sections II.C through II.E below.
C. Torchlight Specialty Chemicals, Inc.
•  Full Legal Name: Torchlight Specialty Chemicals, Inc.
•  Entity Type: Corporation.
•  Jurisdiction of Incorporation: State of Delaware. Torchlight Specialty Chemicals, Inc. was incorporated under the Delaware General Corporation Law on August 14, 2009.
•  Employer Identification Number (EIN): 47-3819204.
•  Ownership: Torchlight Specialty Chemicals, Inc. is an indirect wholly owned subsidiary of TMC, with all issued and outstanding shares of capital stock held by Torchlight Mining (U.S.) Inc.
•  Principal Function: Torchlight Specialty Chemicals, Inc. is the operator of (a) the Gallatin Chemical Works facility, located in Belgrade, Gallatin County, Montana, and (b) the Kanawha Bend Chemical Plant, located in Institute, Kanawha County, West Virginia. Both facilities are involved in the production and processing of specialty mining chemicals, including flotation reagents, leaching agents, and solvent extraction chemicals used in the Torchlight group's mining operations and sold to third-party customers.
D. Ridgecrest Mine Holdings, LLC
•  Full Legal Name: Ridgecrest Mine Holdings, LLC.
•  Entity Type: Limited Liability Company.
•  Jurisdiction of Formation: State of Montana. Ridgecrest Mine Holdings, LLC was organized under the Montana Limited Liability Company Act on November 22, 2004.
•  Montana Secretary of State Identification Number: E1042738.
•  Ownership: Ridgecrest Mine Holdings, LLC is a wholly owned subsidiary of Torchlight Mining (U.S.) Inc., which serves as its sole member. Ridgecrest Mine Holdings, LLC is managed by its sole member.
•  Principal Function: Ridgecrest Mine Holdings, LLC holds all real property, mineral rights, surface rights, water rights, easements, and related property interests associated with the Ridgecrest Copper-Molybdenum Mine, located at 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832. The Ridgecrest mine is a former open-pit copper and molybdenum mining operation that is the subject of ongoing environmental remediation activities.
E. Bonanza Creek Mining, LLC
•  Full Legal Name: Bonanza Creek Mining, LLC.
•  Entity Type: Limited Liability Company.
•  Jurisdiction of Formation: State of Nevada. Bonanza Creek Mining, LLC was organized under the Nevada Revised Statutes, Chapter 86, on April 9, 2007.
•  Nevada Secretary of State Entity Number: E0518294731.
•  Ownership: Bonanza Creek Mining, LLC is a wholly owned subsidiary of Torchlight Mining (U.S.) Inc., which serves as its sole member. Bonanza Creek Mining, LLC is managed by its sole member.
•  Principal Function: Bonanza Creek Mining, LLC holds all real property, mineral rights, surface rights, water rights, Bureau of Land Management grazing permits, and related property interests associated with the Bonanza Creek Gold Mine, located at County Road 447, Mile Marker 12, Lander County, Nevada 89820. The Bonanza Creek Gold Mine is a former heap-leach gold mining operation that ceased active production in 2016 and is currently undergoing closure and environmental remediation activities.
III. CERTIFICATION OF CORPORATE AUTHORITY — BOARD RESOLUTION
6.  I hereby certify that the Board of Directors of Torchlight Mining Corp. duly adopted a resolution on February 10, 2025 (the "Board Resolution"), at a meeting duly called and held in accordance with the CBCA and the bylaws of TMC, at which a quorum of the Board of Directors was present and acting throughout. The Board Resolution authorized the execution, delivery, and performance of the Consent Decree and all ancillary instruments, agreements, and documents contemplated thereby, including without limitation all work plans, remedial action plans, financial assurance instruments, and reporting obligations arising under the Consent Decree.
7.  Pursuant to the Board Resolution, the following individuals were expressly authorized to execute the Consent Decree and all ancillary instruments on behalf of TMC, acting in their respective capacities as officers of TMC and, where applicable, as officers or authorized representatives of the U.S. subsidiaries of TMC, with full power and authority to bind the Defendant Entities:
(a) Douglas K. Prennell, Chief Executive Officer and President of Torchlight Mining Corp.; and
(b) Miriam Soo-Hwan Park, General Counsel of Torchlight Mining Corp.
8.  The Board Resolution specifically authorized the assumption by TMC and the other Defendant Entities of the financial obligations set forth in the Consent Decree, the principal components of which are as follows:
(a) Remediation Obligations. Aggregate remediation obligations totaling Three Hundred Forty-Three Million Five Hundred Thousand Dollars ($343,500,000.00) (nominal) across four sites, consisting of the Ridgecrest Copper-Molybdenum Mine (Granite County, Montana), the Bonanza Creek Gold Mine (Lander County, Nevada), the Gallatin Chemical Works (Gallatin County, Montana), and the Kanawha Bend Chemical Plant (Kanawha County, West Virginia). These remediation obligations encompass all remedial design, remedial action, operation and maintenance, long-term monitoring, institutional controls, and post-closure care activities required under the Consent Decree.
(b) Civil Penalties. Civil penalties totaling Thirty-One Million Five Hundred Thousand Dollars ($31,500,000.00), payable in accordance with the penalty payment schedule set forth in Appendix D of the Consent Decree. The civil penalties are assessed under Section 109 of CERCLA, 42 U.S.C. § 9609, Section 3008 of RCRA, 42 U.S.C. § 6928, and Section 309 of the CWA, 33 U.S.C. § 1319, as well as analogous provisions of Montana, Nevada, and West Virginia state environmental law.
(c) EPA Past-Costs Reimbursement. Reimbursement to the United States of past response costs incurred by EPA totaling Eighteen Million One Hundred Thousand Dollars ($18,100,000.00), consisting of (i) Fourteen Million Three Hundred Thousand Dollars ($14,300,000.00) in past response costs attributable to the Ridgecrest Copper-Molybdenum Mine site, and (ii) Three Million Eight Hundred Thousand Dollars ($3,800,000.00) in past response costs attributable to the Kanawha Bend Chemical Plant site. These amounts are payable to the EPA Hazardous Substance Superfund in accordance with Section 107(a) of CERCLA, 42 U.S.C. § 9607(a), within sixty (60) days of the Effective Date of the Consent Decree, together with accrued interest calculated from the date of demand at the rate specified in 28 U.S.C. § 1961.
(d) Supplemental Environmental Projects. Funding and implementation of Supplemental Environmental Projects ("SEPs") totaling Twelve Million Dollars ($12,000,000.00), as described in Appendix G of the Consent Decree. The SEPs include (i) a water quality improvement project for the Clark Fork River watershed, (ii) a community health monitoring program for residents in the vicinity of the Ridgecrest mine site, (iii) a native revegetation program at the Bonanza Creek site, and (iv) a groundwater treatment technology demonstration project at the Kanawha Bend site.
(e) Financial Assurance Obligations. Aggregate financial assurance obligations totaling Two Hundred Forty-Five Million Dollars ($245,000,000.00), consisting of the following instruments:
(i) A surety bond in the amount of One Hundred Sixty-Five Million Dollars ($165,000,000.00) (Bond No. ISA-ENV-2025-08934), issued by Ironbark Surety of America, Inc., a surety company authorized to do business in the District of Montana and listed on the U.S. Department of the Treasury's Listing of Approved Sureties (Department Circular 570); and
(ii) A remediation trust fund in the initial amount of Eighty Million Dollars ($80,000,000.00), established pursuant to Trust Agreement No. LTC-REM-2025-1177, with Larchfield Trust Company, N.A. serving as trustee, as more fully described in Section VIII below.
9.  A true, correct, and complete copy of the Board Resolution, certified by me as General Counsel and Corporate Secretary of TMC, is attached hereto as Exhibit A and incorporated herein by reference.
IV. CERTIFICATION OF SUBSIDIARY AUTHORITY
10.  In addition to the Board Resolution adopted by the Board of Directors of TMC as described in Section III above, each of the U.S. subsidiaries of TMC listed below separately adopted the resolutions or written consents described in this Section IV, authorizing the execution, delivery, and performance of the Consent Decree. True, correct, and complete copies of each of the resolutions and written consents described in this Section IV are attached hereto as Exhibit B and incorporated herein by reference.
A. Torchlight Mining (U.S.) Inc.
11.  The Board of Directors of Torchlight Mining (U.S.) Inc. duly adopted a resolution on February 10, 2025, at a meeting duly called and held in accordance with the Delaware General Corporation Law and the bylaws of Torchlight Mining (U.S.) Inc., at which a quorum of the Board of Directors was present and acting throughout, authorizing the execution, delivery, and performance of the Consent Decree and all ancillary instruments, agreements, and documents contemplated thereby.
12.  The following individuals were authorized to execute the Consent Decree and all ancillary instruments on behalf of Torchlight Mining (U.S.) Inc.:
(a) Douglas K. Prennell, in his capacity as President of Torchlight Mining (U.S.) Inc.; and
(b) Miriam Soo-Hwan Park, in her capacity as Secretary of Torchlight Mining (U.S.) Inc.
B. Torchlight Specialty Chemicals, Inc.
13.  The Board of Directors of Torchlight Specialty Chemicals, Inc. duly adopted a resolution on February 10, 2025, at a meeting duly called and held in accordance with the Delaware General Corporation Law and the bylaws of Torchlight Specialty Chemicals, Inc., at which a quorum of the Board of Directors was present and acting throughout, authorizing the execution, delivery, and performance of the Consent Decree and all ancillary instruments, agreements, and documents contemplated thereby.
14.  The following individuals were authorized to execute the Consent Decree and all ancillary instruments on behalf of Torchlight Specialty Chemicals, Inc.:
(a) Douglas K. Prennell, in his capacity as President of Torchlight Specialty Chemicals, Inc.; and
(b) Miriam Soo-Hwan Park, in her capacity as Secretary of Torchlight Specialty Chemicals, Inc.
C. Ridgecrest Mine Holdings, LLC
15.  Torchlight Mining (U.S.) Inc., as the sole member of Ridgecrest Mine Holdings, LLC, adopted a written consent in lieu of a meeting on February 10, 2025, in accordance with the Montana Limited Liability Company Act and the Operating Agreement of Ridgecrest Mine Holdings, LLC, authorizing the execution, delivery, and performance of the Consent Decree and all ancillary instruments, agreements, and documents contemplated thereby. The written consent was duly executed by an authorized officer of Torchlight Mining (U.S.) Inc., acting in its capacity as sole member and manager of Ridgecrest Mine Holdings, LLC.
16.  The following individuals were authorized to execute the Consent Decree and all ancillary instruments on behalf of Ridgecrest Mine Holdings, LLC, each acting as an authorized representative of the sole member:
(a) Douglas K. Prennell; and
(b) Miriam Soo-Hwan Park.
D. Bonanza Creek Mining, LLC
17.  Torchlight Mining (U.S.) Inc., as the sole member of Bonanza Creek Mining, LLC, adopted a written consent in lieu of a meeting on February 10, 2025, in accordance with the Nevada Revised Statutes, Chapter 86, and the Operating Agreement of Bonanza Creek Mining, LLC, authorizing the execution, delivery, and performance of the Consent Decree and all ancillary instruments, agreements, and documents contemplated thereby. The written consent was duly executed by an authorized officer of Torchlight Mining (U.S.) Inc., acting in its capacity as sole member and manager of Bonanza Creek Mining, LLC.
18.  The following individuals were authorized to execute the Consent Decree and all ancillary instruments on behalf of Bonanza Creek Mining, LLC, each acting as an authorized representative of the sole member:
(a) Douglas K. Prennell; and
(b) Miriam Soo-Hwan Park.
V. CERTIFICATION OF GOOD STANDING
19.  I hereby certify that each of the Defendant Entities is duly organized or formed, as applicable, validly existing, and in good standing (or equivalent status, as applicable) under the laws of its respective jurisdiction of incorporation or formation, as set forth below. Certificates of good standing or equivalent certificates, each dated no earlier than February 3, 2025, are attached hereto as Exhibit C and incorporated herein by reference.
20.  Each Defendant Entity is duly qualified and authorized to do business in each jurisdiction in which the nature of its business activities or the character of the properties it owns, leases, or operates requires such qualification, and each such entity has obtained and maintains all licenses, permits, and authorizations necessary to conduct its business as currently conducted. The specific jurisdictions of incorporation or formation and qualification for each Defendant Entity are as follows:
(a) Torchlight Mining Corp.: Incorporated under the CBCA (Federal, Canada). Registered to do business in the State of Montana as a foreign corporation, Montana Foreign Corporation Registration No. F-064291. TMC maintains its registration in good standing with the Montana Secretary of State.
(b) Torchlight Mining (U.S.) Inc.: Incorporated in the State of Delaware. Qualified to do business as a foreign corporation in the State of Montana (Registration No. F-082417), the State of Nevada (Registration No. E0483716209), and the State of West Virginia (Registration No. FD-07294). Torchlight Mining (U.S.) Inc. is in good standing in each such jurisdiction.
(c) Torchlight Specialty Chemicals, Inc.: Incorporated in the State of Delaware. Qualified to do business as a foreign corporation in the State of Montana (Registration No. F-091837) and the State of West Virginia (Registration No. FD-08102). Torchlight Specialty Chemicals, Inc. is in good standing in each such jurisdiction.
(d) Ridgecrest Mine Holdings, LLC: Organized in the State of Montana, Montana Secretary of State ID E1042738. Ridgecrest Mine Holdings, LLC is in good standing with the Montana Secretary of State and conducts business exclusively within the State of Montana.
(e) Bonanza Creek Mining, LLC: Organized in the State of Nevada, Nevada Secretary of State Entity No. E0518294731. Bonanza Creek Mining, LLC is in good standing with the Nevada Secretary of State and conducts business exclusively within the State of Nevada.
VI. CERTIFICATION OF NO IMPEDIMENT TO CONSENT DECREE
21.  I hereby certify that no provision of any organizational document of any Defendant Entity — including, without limitation, any certificate of incorporation, articles of organization, articles of amendment, bylaws, operating agreement, partnership agreement, shareholders' agreement, or other similar governing document — prohibits, restricts, or would be violated by the execution, delivery, or performance of the Consent Decree or any of the ancillary instruments contemplated thereby.
22.  No order, judgment, decree, injunction, or ruling of any court, governmental authority, regulatory body, or arbitral tribunal to which any Defendant Entity is subject, or by which any property or asset of any Defendant Entity is bound, prohibits, restricts, or would be violated by the execution, delivery, or performance of the Consent Decree. I have reviewed the active litigation docket and regulatory compliance records of each Defendant Entity, and I am not aware of any pending or threatened legal proceeding, investigation, or enforcement action that would impede the ability of any Defendant Entity to fulfill its obligations under the Consent Decree.
23.  The execution, delivery, and performance of the Consent Decree will not conflict with, result in a breach or default under, give rise to any right of termination, acceleration, or cancellation under, or create any lien or encumbrance upon any property or asset of any Defendant Entity pursuant to, any material agreement, contract, indenture, mortgage, deed of trust, lease, license, permit, or other instrument to which any Defendant Entity is a party or by which any Defendant Entity or any of its properties or assets is bound. Without limiting the generality of the foregoing, I specifically certify that:
(a) TMC is a party to a C$750,000,000 syndicated revolving credit facility (the "Credit Facility") with a syndicate of lenders for which Harborstone National Bank, N.A. serves as administrative agent. The Credit Facility matures on March 15, 2027. The Credit Facility Agreement, dated as of March 15, 2022 (as amended), contains financial and operational covenants, including an environmental liability covenant (Section 7.12) requiring that aggregate environmental liabilities of TMC and its subsidiaries (as reasonably estimated and reported in accordance with applicable accounting standards) shall not exceed twenty-five percent (25%) of consolidated net tangible assets of TMC and its subsidiaries at any time.
(b) As of the date of this Certificate, TMC remains in compliance with all covenants contained in the Credit Facility Agreement, including the environmental liability covenant described in subparagraph (a) above. TMC's consolidated net tangible assets as of December 31, 2024 (the most recent fiscal quarter end) were approximately C$3.47 billion, and the aggregate environmental liabilities of TMC and its subsidiaries (inclusive of the obligations assumed under the Consent Decree) are estimated at approximately C$574.8 million, representing approximately 16.6% of consolidated net tangible assets, which is within the 25% threshold prescribed by the Credit Facility Agreement.
(c) TMC has provided notice to Harborstone National Bank, N.A., as administrative agent, of the pending Consent Decree in accordance with the notification provisions of the Credit Facility Agreement, and no event of default has been declared or is continuing under the Credit Facility Agreement as of the date of this Certificate.
VII. CERTIFICATION REGARDING COUNSEL
24.  TMC and each of its U.S. subsidiaries identified in Section II above are represented in the above-captioned civil action and in all matters relating to the negotiation, execution, and performance of the Consent Decree by the following law firms, each of which has been duly retained and authorized to act on behalf of the Defendant Entities in connection with this matter:
(a) Calderwood & Harkness LLP (lead outside counsel). Calderwood & Harkness LLP maintains offices in New York, Washington, D.C., San Francisco, and London. The Responsible Partner for this matter is Harrison Wexford, a partner in the firm's Environmental Litigation and Enforcement Practice Group. The firm's internal matter number for this engagement is 1039-00003. Calderwood & Harkness LLP has been engaged to serve as lead counsel for the Defendant Entities in all aspects of the civil action, including the negotiation and drafting of the Consent Decree, the preparation of all filings with this Court, and the coordination of all outside legal representation.
(b) Holcroft, Dane & Weiss LLP (Montana local counsel). Holcroft, Dane & Weiss LLP is a law firm with offices in Helena, Missoula, and Billings, Montana. The Lead Partner for this matter is Russell Dane. Holcroft, Dane & Weiss LLP has been engaged to provide local counsel services in the State of Montana and to represent the Defendant Entities before this Court in connection with all proceedings in the above-captioned civil action.
(c) sagebrush Law Group, PLLC (Nevada local counsel). Sagebrush Law Group, PLLC is a law firm with offices in Reno and Las Vegas, Nevada. The Lead Partner for this matter is Denise Quartaro. Sagebrush Law Group, PLLC has been engaged to provide local counsel services in the State of Nevada in connection with the Nevada-related claims and remediation obligations arising under the Consent Decree.
(d) Baxter, Tully & Crane PLLC (West Virginia local counsel). Baxter, Tully & Crane PLLC is a law firm with offices in Charleston and Morgantown, West Virginia. The Lead Partner for this matter is Nathan Tully. Baxter, Tully & Crane PLLC has been engaged to provide local counsel services in the State of West Virginia in connection with the West Virginia-related claims and remediation obligations arising under the Consent Decree.
25.  Each of the law firms identified in paragraph 24 above is duly authorized by the Defendant Entities to act on their behalf in connection with the above-captioned civil action and the Consent Decree, including without limitation the authority to execute and file documents with this Court, to appear at hearings and conferences, to receive service of process and other communications from the Court and the parties, and to take all other actions reasonably necessary in connection with the representation.
VIII. CERTIFICATION REGARDING FINANCIAL ASSURANCE INSTRUMENTS
26.  I hereby certify that TMC has taken all actions necessary to secure the financial assurance instruments required under Section XVI (Financial Assurance) of the Consent Decree, and that the following financial assurance instruments have been executed and are in full force and effect, subject only to the condition that the Consent Decree is entered by this Court:
(a) Surety Bond. Surety Bond No. ISA-ENV-2025-08934, in the penal sum of One Hundred Sixty-Five Million Dollars ($165,000,000.00), issued by Ironbark Surety of America, Inc., a surety company organized under the laws of the State of New York and authorized to transact surety business in all fifty states and the District of Columbia. Ironbark Surety of America, Inc. is listed on the U.S. Department of the Treasury's Listing of Approved Sureties (Department Circular 570) with an underwriting limitation in excess of the penal sum of the bond. The surety bond is dated February 15, 2025, and names the United States of America, the State of Montana, the State of Nevada, and the State of West Virginia as co-obligees. The bond has an annual premium rate of 1.85% of the penal sum, resulting in an annual premium of Three Million Fifty-Two Thousand Five Hundred Dollars ($3,052,500.00). The principal office of Ironbark Surety of America, Inc. is located at 599 Lexington Avenue, 26th Floor, New York, New York 10022.
(b) Remediation Trust Fund. Remediation Trust Agreement No. LTC-REM-2025-1177, establishing a remediation trust fund (the "Trust Fund") in the initial funded amount of Eighty Million Dollars ($80,000,000.00). The Trust Agreement is dated February 17, 2025, and names Larchfield Trust Company, N.A. as trustee. Larchfield Trust Company, N.A. is a national banking association organized under the National Bank Act and is authorized to exercise fiduciary powers. The principal office of Larchfield Trust Company, N.A. is located at 200 South Tryon Street, Suite 1100, Charlotte, North Carolina 28202. The Trust Officer assigned to the Trust Fund is David Henshaw, Senior Vice President and Trust Officer. The Trust Fund is established for the sole purpose of funding remediation activities at the sites identified in the Consent Decree, and all disbursements from the Trust Fund are subject to the approval procedures set forth in Section XVI.F of the Consent Decree and the terms of the Trust Agreement.
27.  The aggregate financial assurance provided by the surety bond and the remediation trust fund is Two Hundred Forty-Five Million Dollars ($245,000,000.00), consisting of (a) the surety bond in the amount of $165,000,000.00 and (b) the remediation trust fund in the initial amount of $80,000,000.00. This aggregate amount satisfies the financial assurance requirements set forth in Section XVI of the Consent Decree.
28.  TMC is prepared to (a) fund the initial deposit to the Trust Fund and (b) post the surety bond with this Court, upon entry of the Consent Decree, in accordance with the schedule set forth in Section XVI.B of the Consent Decree. The deadline for posting of financial assurance instruments following entry of the Consent Decree is September 12, 2025. TMC has confirmed with both Ironbark Surety of America, Inc. and Larchfield Trust Company, N.A. that each instrument will be effective and available for delivery in accordance with this schedule.
IX. CERTIFICATION OF ACCURACY
29.  I hereby certify, affirm, and attest that all facts, statements, and representations set forth in this Certificate are true, correct, and complete in all material respects to the best of my knowledge, information, and belief as of the date hereof. I have made due and diligent inquiry into the matters set forth herein and have relied upon the corporate records of the Defendant Entities, certificates of officers of the Defendant Entities, and the advice and representations of counsel where appropriate.
30.  I acknowledge and understand that this Certificate is being provided to the Court in connection with the lodging and anticipated entry of the Consent Decree in Civil Action No. 9:24-cv-00087-DWM. I further acknowledge that this Certificate may be relied upon by the Court, the United States of America (acting through the Department of Justice and the Environmental Protection Agency), the State of Montana, the State of Nevada, and the State of West Virginia in evaluating whether the Defendant Entities have the requisite corporate or organizational authority and financial capacity to enter into and perform their obligations under the Consent Decree. I understand that any material misstatement or omission in this Certificate may constitute grounds for sanctions, contempt proceedings, or other relief as the Court may deem appropriate.
X. EXECUTION
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate of Authority and Authorization as of the date first set forth above.
TORCHLIGHT MINING CORP.
By: ________
Name: Miriam Soo-Hwan Park
Title: General Counsel
On behalf of:
Torchlight Mining Corp. Torchlight Mining (U.S.) Inc. Torchlight Specialty Chemicals, Inc. Ridgecrest Mine Holdings, LLC Bonanza Creek Mining, LLC
Date: February 18, 2025
Address for Notices: 750 Copper Ridge Boulevard, Suite 200 Helena, Montana 59601 Telephone: (406) 555-2800
Email: mpark@torchlightmining.com
XI. NOTARIZATION
STATE OF MONTANA COUNTY OF LEWIS AND CLARK
On this 18th day of February, 2025, before me, the undersigned, a Notary Public in and for the State of Montana, personally appeared Miriam Soo-Hwan Park, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her authorized capacity as General Counsel of Torchlight Mining Corp. and on behalf of each of the entities identified in the foregoing Officer's Certificate of Authority and Authorization, and that by her signature on the instrument, the entities upon behalf of which the person acted executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public for the State of Montana Residing at: Helena, Lewis and Clark County, Montana My Commission Expires: ____
[NOTARIAL SEAL]
LIST OF EXHIBITS
Exhibit A — Board Resolution of Torchlight Mining Corp. (February 10, 2025)
A true, correct, and complete copy of the resolution adopted by the Board of Directors of Torchlight Mining Corp. on February 10, 2025, authorizing the execution, delivery, and performance of the Consent Decree and all ancillary instruments. The Board Resolution is maintained on file with the Corporate Secretary of Torchlight Mining Corp. and is cross-referenced to the corporate records file tmc-board-resolution-consent-decree.docx. The Board Resolution is attached separately to this Certificate and incorporated herein by reference.
Exhibit B — Subsidiary Resolutions and Written Consents (February 10, 2025)
True, correct, and complete copies of the following subsidiary authorizations, each dated February 10, 2025:
(a) Resolution of the Board of Directors of Torchlight Mining (U.S.) Inc. authorizing the execution, delivery, and performance of the Consent Decree;
(b) Resolution of the Board of Directors of Torchlight Specialty Chemicals, Inc. authorizing the execution, delivery, and performance of the Consent Decree;
(c) Written Consent of Torchlight Mining (U.S.) Inc., as sole member of Ridgecrest Mine Holdings, LLC, authorizing the execution, delivery, and performance of the Consent Decree; and
(d) Written Consent of Torchlight Mining (U.S.) Inc., as sole member of Bonanza Creek Mining, LLC, authorizing the execution, delivery, and performance of the Consent Decree.
The subsidiary resolutions and written consents are attached separately to this Certificate and incorporated herein by reference.
Exhibit C — Certificates of Good Standing
Certificates of good standing or equivalent certificates for each of the Defendant Entities, obtained from the applicable governmental authority in each entity's jurisdiction of incorporation or formation, as follows:
(a) Certificate of Compliance issued by Industry Canada / Corporations Canada (for Torchlight Mining Corp., CBCA Corporation No. 348271-6);
(b) Certificate of Good Standing issued by the Delaware Secretary of State (for Torchlight Mining (U.S.) Inc.);
(c) Certificate of Good Standing issued by the Delaware Secretary of State (for Torchlight Specialty Chemicals, Inc.);
(d) Certificate of Existence issued by the Montana Secretary of State (for Ridgecrest Mine Holdings, LLC, ID E1042738);
(e) Certificate of Foreign Corporation Authority issued by the Montana Secretary of State (for Torchlight Mining Corp., Foreign Corporation Registration No. F-064291);
(f) Certificate of Foreign Corporation Authority issued by the Montana Secretary of State (for Torchlight Mining (U.S.) Inc., Foreign Corporation Registration No. F-082417);
(g) Certificate of Good Standing issued by the Nevada Secretary of State (for Bonanza Creek Mining, LLC, Entity No. E0518294731).
The certificates of good standing are attached separately to this Certificate and incorporated herein by reference.
This Officer's Certificate of Authority and Authorization, together with all Exhibits hereto, is lodged with the Court in connection with the proposed Consent Decree in Civil Action No. 9:24-cv-00087-DWM. This Certificate does not constitute a waiver of any privilege or protection, including the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection.