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

secretarys-certificate-incumbency.docx DOCUMENT Antitrust

27 / 75 ← → ✕

SECRETARY'S CERTIFICATE

Incumbency, Authority, and Good Standing

In Connection with the Consent Decree in *United States of America and State of Montana v. Torchlight Mining Corp. et al., Civil Action No. 9:24-cv-00087-DWM*

February 18, 2025

Filed with the U.S. District Court for the District of Montana, Missoula Division Before the Honorable Donald W. Molloy, Senior United States District Judge

Section 1. Identification of Certifying Officer

I, Miriam Soo-Hwan Park, hereby certify that I am the duly appointed General Counsel and Corporate Secretary of Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act (R.S.C. 1985, c. C-44) ("TMC" or the "Corporation"). I also serve in the capacity of Secretary (or equivalent officer responsible for corporate records and attestation) of each of the United States subsidiaries of TMC that are identified and listed in Section 2 of this Certificate (each, a "Subsidiary" and, together with TMC, the "Entities").

In my capacity as General Counsel and Corporate Secretary of TMC and Secretary of each Subsidiary, I have access to and custody of the corporate books, records, minute books, resolutions, governing documents, and other organizational records of each of the Entities. I am fully authorized to deliver this Secretary's Certificate (this "Certificate") on behalf of TMC and each named Subsidiary, and I have personal knowledge of, or have made due inquiry with respect to, the matters certified herein.

This Certificate is delivered in connection with the Consent Decree dated February 19, 2025 (Execution Version) (the "Consent Decree"), to be lodged with the United States District Court for the District of Montana, Missoula Division, in the action captioned United States of America and State of Montana v. Torchlight Mining Corp., Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC, Civil Action No. 9:24-cv-00087-DWM (the "Action"). Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings ascribed to them in the Consent Decree.

Section 2. Identification of the Entities Covered

The following is a complete identification of each Entity covered by this Certificate, together with the full legal details of each such Entity as reflected in its governing documents and the records of the relevant governmental authorities.

2.1 Torchlight Mining Corp. ("TMC")

Full Legal Name: Torchlight Mining Corp.

Entity Type: Corporation incorporated under the Canada Business Corporations Act (R.S.C. 1985, c. C-44) ("CBCA")

Jurisdiction of Incorporation: Canada (Federal)

Corporation Number (Corporations Canada): 782491-3

Registered Office / 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: Dual-listed on the Toronto Stock Exchange (TSX: TRC) and the New York Stock Exchange (NYSE: TRC)

Description: TMC is the ultimate parent company of each of the U.S. Subsidiaries identified herein. TMC conducts its U.S. mining, processing, and chemical manufacturing operations through its direct and indirect Subsidiaries.

2.2 Torchlight Mining (U.S.) Inc. ("TM(US)")

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

Short Name / Defined Term: TM(US)

Entity Type: Corporation

Jurisdiction of Incorporation: State of Delaware

Date of Incorporation: March 14, 2006

Employer Identification Number (EIN): 83-2047156

Delaware Secretary of State File Number: 4197263

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

Direct Parent: Wholly owned by Torchlight Mining Corp.

Role: TM(US) serves as the direct operating company for TMC's U.S. mining operations and is the intermediate holding company for the additional U.S. Subsidiaries identified below. TM(US) holds the operational permits, licenses, and regulatory authorizations necessary to conduct mining activities in the United States.

Foreign Qualifications: TM(US) is qualified to transact business as a foreign corporation in the State of Montana.

2.3 Torchlight Specialty Chemicals, Inc. ("TSC")

Full Legal Name: Torchlight Specialty Chemicals, Inc.

Short Name / Defined Term: TSC

Entity Type: Corporation

Jurisdiction of Incorporation: State of Delaware

Date of Incorporation: September 22, 2011

Employer Identification Number (EIN): 47-3819204

Delaware Secretary of State File Number: 5083729

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

Direct Parent: Wholly owned by Torchlight Mining (U.S.) Inc. (and thus indirectly wholly owned by TMC)

Role: TSC is the operator of the Gallatin Chemical Works facility located in Gallatin County, Montana, and the Kanawha Bend Chemical Plant facility located in Putnam County, West Virginia. TSC produces specialty chemical products derived from mineral feedstocks supplied by other TMC group entities.

Foreign Qualifications: TSC is qualified to transact business as a foreign corporation in the State of Montana and the State of West Virginia.

2.4 Ridgecrest Mine Holdings, LLC ("RMH")

Full Legal Name: Ridgecrest Mine Holdings, LLC

Short Name / Defined Term: RMH

Entity Type: Limited Liability Company

Jurisdiction of Organization: State of Montana

Date of Organization: June 8, 2009

Montana Secretary of State ID: E1042738

Sole Member: Torchlight Mining (U.S.) Inc. (and thus indirectly wholly owned by TMC)

Manager: Torchlight Mining (U.S.) Inc., as sole member and manager

Role: RMH holds real property and mineral rights at the Ridgecrest Copper-Molybdenum Mine, located at 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832. RMH is the title holder of all surface and subsurface rights, patented and unpatented mining claims, water rights, and related easements and rights-of-way associated with the Ridgecrest Mine site. Day-to-day mining operations at the Ridgecrest Mine are conducted by TM(US) as contract operator under an intercompany operating agreement.

2.5 Bonanza Creek Mining, LLC ("BCM")

Full Legal Name: Bonanza Creek Mining, LLC

Short Name / Defined Term: BCM

Entity Type: Limited Liability Company

Jurisdiction of Organization: State of Nevada

Date of Organization: January 17, 2013

Nevada Secretary of State Entity Number: E0518294731

Sole Member: Torchlight Mining (U.S.) Inc. (and thus indirectly wholly owned by TMC)

Manager: Torchlight Mining (U.S.) Inc., as sole member and manager

Role: BCM holds real property, mineral rights, and water rights at the Bonanza Creek Gold Mine, located at County Road 447, Mile Marker 12, Lander County, Nevada 89820. BCM is the title holder of all surface and subsurface rights, patented and unpatented mining claims, water appropriation permits, and related access easements and rights-of-way associated with the Bonanza Creek Mine site. Day-to-day mining and heap leach operations at the Bonanza Creek Mine are conducted by TM(US) as contract operator under an intercompany operating agreement.

Section 3. Incumbency Certificate — Officers Authorized to Execute the Consent Decree

I hereby certify that the following persons are the duly elected or appointed officers of the respective Entities identified below, that each such person currently holds the office set forth opposite his or her name, and that the signature specimens set forth below are the true and genuine signatures of each such person. Each such officer is duly authorized, pursuant to the resolutions and consents described in Section 5 of this Certificate, to execute, deliver, and perform the Consent Decree and all ancillary instruments, agreements, and documents contemplated thereby on behalf of the identified Entity, and to take all actions necessary or appropriate in connection therewith.

3.1 Torchlight Mining Corp.

The following persons are duly elected or appointed officers of Torchlight Mining Corp.:

I further certify that Douglas K. Prennell and Miriam Soo-Hwan Park are the officers specifically designated by the Board of Directors of TMC, pursuant to a resolution of the Board of Directors adopted on February 10, 2025 (the "Board Resolution"), to execute the Consent Decree and all ancillary instruments, agreements, and documents contemplated thereby on behalf of TMC and to authorize execution on behalf of each of the U.S. Subsidiaries identified in this Certificate. The Board Resolution further authorizes Mr. Prennell and Ms. Park, acting jointly or severally, to delegate such signing authority to other officers of TMC or the Subsidiaries as they may determine to be necessary or appropriate.

3.2 Torchlight Mining (U.S.) Inc.

The following persons are duly elected or appointed officers of Torchlight Mining (U.S.) Inc.:

Each of the above-named officers is authorized to execute, deliver, and perform the Consent Decree and all ancillary instruments on behalf of TM(US), pursuant to the board resolution of TM(US) adopted on February 10, 2025, a true and correct copy of which is attached hereto as Exhibit J.

3.3 Torchlight Specialty Chemicals, Inc.

The following persons are duly elected or appointed officers of Torchlight Specialty Chemicals, Inc.:

Each of the above-named officers is authorized to execute, deliver, and perform the Consent Decree and all ancillary instruments on behalf of TSC, pursuant to the board resolution of TSC adopted on February 10, 2025, a true and correct copy of which is attached hereto as Exhibit K.

3.4 Ridgecrest Mine Holdings, LLC

Torchlight Mining (U.S.) Inc. is the sole member and manager of Ridgecrest Mine Holdings, LLC. RMH has no separately appointed officers. All actions on behalf of RMH are taken by TM(US) in its capacity as sole member and manager. The following persons, acting in their respective capacities as officers of TM(US), are authorized to execute, deliver, and perform the Consent Decree and all ancillary instruments on behalf of RMH:

The authority of the above-named persons to act on behalf of RMH is confirmed by the sole member written consent of TM(US) dated February 10, 2025, a true and correct copy of which is attached hereto as Exhibit L.

3.5 Bonanza Creek Mining, LLC

Torchlight Mining (U.S.) Inc. is the sole member and manager of Bonanza Creek Mining, LLC. BCM has no separately appointed officers. All actions on behalf of BCM are taken by TM(US) in its capacity as sole member and manager. The following persons, acting in their respective capacities as officers of TM(US), are authorized to execute, deliver, and perform the Consent Decree and all ancillary instruments on behalf of BCM:

The authority of the above-named persons to act on behalf of BCM is confirmed by the sole member written consent of TM(US) dated February 10, 2025, a true and correct copy of which is attached hereto as Exhibit M.

Section 4. Good Standing Certifications

I hereby certify that, as of the date hereof, each of the Entities is validly existing and in good standing (or the equivalent status, as applicable) in its jurisdiction of incorporation or organization and in each jurisdiction where it is required to be qualified to do business in connection with the sites and facilities that are the subject of the Consent Decree. Each Entity has the corporate or limited liability company power and authority to own its properties, to carry on its business as presently conducted, and to enter into and perform its obligations under the Consent Decree and the ancillary instruments contemplated thereby.

Certificates of good standing (or equivalent certificates, including certificates of compliance, certificates of existence, certificates of authority, and certificates of authorization, as applicable) from the relevant governmental authorities in each jurisdiction have been obtained and are attached hereto as exhibits. The specific certificates are identified in the table below.

4.1 List of Attached Certificates of Good Standing

I further certify that each of the foregoing certificates of good standing (or equivalent) was obtained from the relevant governmental authority within the thirty (30)-day period immediately preceding the date of this Certificate, and that I have no knowledge of any facts or circumstances that would cause any such certificate to be inaccurate or misleading as of the date hereof.

Section 5. Organizational Authority and Board / Member Authorizations

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 at which a quorum was present and acting throughout, authorizing the execution and delivery of the Consent Decree in Civil Action No. 9:24-cv-00087-DWM and all related ancillary instruments, agreements, and documents, including without limitation the following:

(a) The Remediation Trust Agreement (Trust No. LTC-REM-2025-1177) with Larchfield Trust Company, N.A., as trustee, for the establishment and funding of a remediation trust fund in the initial principal amount of Eighty Million Dollars ($80,000,000.00), to be used for the performance of remedial actions at the sites subject to the Consent Decree;

(b) The Surety Bond (Bond No. ISA-ENV-2025-08934) to be issued by Ironbark Surety of America, Inc., as surety, in the penal sum of One Hundred Sixty-Five Million Dollars ($165,000,000.00), as financial assurance for the completion of remedial work and long-term operation and maintenance obligations under the Consent Decree;

(c) The Escrow Agreement for stipulated penalty deposits with Larchfield Trust Company, N.A., as escrow agent, providing for the deposit, holding, and disbursement of funds in satisfaction of any stipulated penalty obligations that may arise under the Consent Decree;

(d) The Independent Monitor Agreement with Verdant Analytics, Inc., as independent monitor, providing for the retention and authority of the independent monitor to oversee compliance with the Consent Decree, including monitoring, reporting, and verification functions;

(e) Supplemental Environmental Project ("SEP") commitments totaling Twelve Million Dollars ($12,000,000.00), as further described in the Consent Decree and the SEP Implementation Plans appended thereto;

(f) Civil penalty payment obligations totaling Thirty-One Million Five Hundred Thousand Dollars ($31,500,000.00), payable to the United States of America and the co-plaintiff states in the amounts and on the schedule specified in the Consent Decree;

(g) EPA past-costs reimbursement totaling Eighteen Million One Hundred Thousand Dollars ($18,100,000.00), representing reimbursement of response costs incurred by the United States Environmental Protection Agency at or in connection with the sites subject to the Consent Decree; and

(h) Financial assurance obligations in the aggregate amount of Two Hundred Forty-Five Million Dollars ($245,000,000.00), to be provided and maintained in the forms and amounts specified in the Consent Decree.

I further certify that the Board Resolution has not been amended, modified, supplemented, or rescinded and remains in full force and effect as of the date of this Certificate. A true and correct copy of the Board Resolution, as certified by me, is attached hereto as Exhibit I.

I further certify that comparable authorizing resolutions or member consents, as applicable, have been duly adopted or executed by the governing body or sole member of each U.S. Subsidiary, in each case authorizing the execution and delivery of the Consent Decree and all related ancillary instruments on behalf of such Subsidiary. True and correct copies of such authorizing resolutions or member consents are attached hereto as follows:

(a) Torchlight Mining (U.S.) Inc.: Board resolution adopted on February 10, 2025, at a meeting at which a quorum was present and acting throughout. Attached hereto as Exhibit J.

(b) Torchlight Specialty Chemicals, Inc.: Board resolution adopted on February 10, 2025, at a meeting at which a quorum was present and acting throughout. Attached hereto as Exhibit K.

(c) Ridgecrest Mine Holdings, LLC: Sole member written consent executed by Torchlight Mining (U.S.) Inc., as sole member and manager of RMH, dated February 10, 2025. Attached hereto as Exhibit L.

(d) Bonanza Creek Mining, LLC: Sole member written consent executed by Torchlight Mining (U.S.) Inc., as sole member and manager of BCM, dated February 10, 2025. Attached hereto as Exhibit M.

Each of the foregoing authorizing resolutions and member consents has not been amended, modified, supplemented, or rescinded and remains in full force and effect as of the date of this Certificate.

Section 6. No Proceedings Affecting Authority

I hereby certify, based on my personal knowledge and upon due inquiry, that as of the date of this Certificate:

(a) No proceedings have been instituted, are pending, or, to my knowledge, are threatened for the dissolution, liquidation, winding up, or termination of any of the Entities listed in this Certificate, whether voluntary or involuntary, under the laws of any applicable jurisdiction.

(b) No receiver, interim receiver, trustee, custodian, liquidator, sequestrator, or similar officer has been appointed for any of the Entities or for any material portion of their respective assets or properties, and no application or petition for any such appointment has been filed or, to my knowledge, is contemplated.

(c) No bankruptcy, insolvency, reorganization, arrangement, composition, or similar proceeding has been commenced by or against any of the Entities under the laws of the United States, Canada, or any state or province thereof, and no such proceeding is, to my knowledge, contemplated or threatened.

(d) No event has occurred, and no condition exists, that has caused or would reasonably be expected to cause the revocation, forfeiture, suspension, or non-renewal of the charter, articles of incorporation, certificate of incorporation, articles of organization, certificate of organization, or authority to do business of any of the Entities in any jurisdiction in which such Entity is incorporated, organized, or qualified to do business.

(e) No order, judgment, decree, injunction, or other legal restraint has been entered or, to my knowledge, is pending or threatened that would prohibit, restrict, or materially impair the ability of any of the Entities to execute, deliver, or perform its obligations under the Consent Decree or any of the ancillary instruments contemplated thereby.

Section 7. Governing Documents

I hereby certify that, as General Counsel and Corporate Secretary of TMC and Secretary of each Subsidiary (or authorized officer with custody of records for the limited liability company Subsidiaries), I have custody of the original or certified copies of the governing documents of each Entity, as follows:

(a) Torchlight Mining Corp.: Articles of Incorporation filed under the CBCA, as amended through the date hereof (most recently amended on April 22, 2021), and By-Laws, as amended and restated effective June 15, 2023.

(b) Torchlight Mining (U.S.) Inc.: Certificate of Incorporation filed with the Delaware Secretary of State on March 14, 2006, as amended through the date hereof (most recently amended by Certificate of Amendment filed on August 9, 2018), and By-Laws, as amended and restated effective January 12, 2022.

(c) Torchlight Specialty Chemicals, Inc.: Certificate of Incorporation filed with the Delaware Secretary of State on September 22, 2011, as amended through the date hereof, and By-Laws, as adopted effective September 22, 2011, and as subsequently amended through the date hereof.

(d) Ridgecrest Mine Holdings, LLC: Articles of Organization filed with the Montana Secretary of State on June 8, 2009 (ID: E1042738), and the Amended and Restated Operating Agreement of RMH, dated effective as of March 1, 2015, by Torchlight Mining (U.S.) Inc. as sole member.

(e) Bonanza Creek Mining, LLC: Articles of Organization filed with the Nevada Secretary of State on January 17, 2013 (Entity No.: E0518294731), and the Operating Agreement of BCM, dated effective as of January 17, 2013, as amended on July 20, 2018, by Torchlight Mining (U.S.) Inc. as sole member.

I further certify that I have reviewed the governing documents of each Entity, and that the execution and delivery of the Consent Decree and the ancillary instruments contemplated thereby, and the performance by each Entity of its obligations thereunder, do not and will not (i) violate or conflict with any provision of the articles of incorporation, certificate of incorporation, articles of organization, by-laws, or operating agreement (as applicable) of any of the Entities; (ii) result in a breach of, or constitute a default under, any provision of the governing documents of any of the Entities; or (iii) require any consent, approval, or authorization under the governing documents of any of the Entities that has not been duly obtained.

Section 8. Representations

I, Miriam Soo-Hwan Park, in my capacity as General Counsel and Corporate Secretary of Torchlight Mining Corp. and in my capacity as Secretary (or authorized officer) of each Subsidiary, hereby represent and warrant as follows:

1. The information contained in this Certificate is true, correct, and complete in all material respects as of the date hereof.

2. The signature specimens set forth in Section 3 of this Certificate are the true and genuine signatures of the persons identified therein, and I have personally witnessed or verified each such signature.

3. No officer listed in Section 3 of this Certificate has been removed from office, has resigned, or has otherwise ceased to hold the office set forth opposite his or her name since the date of the Board Resolution (February 10, 2025), and each such officer continues to hold such office as of the date hereof.

4. I have made such due inquiry and investigation as I have deemed necessary and appropriate to make the certifications and deliver the representations set forth in this Certificate, including consultation with the officers, directors, and outside counsel of the Entities.

Section 9. Reliance

This Certificate is being delivered to the United States District Court for the District of Montana, Missoula Division, in connection with the lodging of the Consent Decree in United States of America and State of Montana v. Torchlight Mining Corp. et al., Civil Action No. 9:24-cv-00087-DWM.

The following persons and entities may rely on this Certificate and the certifications, representations, and warranties contained herein:

(a) The United States of America, acting through the United States Department of Justice, Environment and Natural Resources Division, and the United States Environmental Protection Agency, Region 8;

(b) The State of Montana, acting through the Montana Department of Environmental Quality and the Office of the Montana Attorney General;

(c) The State of Nevada, to the extent of its interest in the Bonanza Creek Gold Mine site and related matters under the Consent Decree;

(d) The State of West Virginia, to the extent of its interest in the Kanawha Bend Chemical Plant site and related matters under the Consent Decree;

(e) The Court, including the Honorable Donald W. Molloy, Senior United States District Judge, and any successor judge assigned to the Action;

(f) Counsel of record in the Action, including Calderwood & Harkness LLP; Holcroft, Dane & Weiss LLP; sagebrush Law Group, PLLC; and Baxter, Tully & Crane PLLC;

(g) Larchfield Trust Company, N.A., in its capacity as trustee under the Remediation Trust Agreement (Trust No. LTC-REM-2025-1177) and as escrow agent under the Escrow Agreement for stipulated penalty deposits, to the extent relevant to the execution and performance of its respective agreements;

(h) Ironbark Surety of America, Inc., in its capacity as surety under Surety Bond No. ISA-ENV-2025-08934, to the extent relevant to the execution and performance of the surety bond; and

(i) Verdant Analytics, Inc., in its capacity as independent monitor under the Independent Monitor Agreement, to the extent relevant to the execution and performance of its agreement.

This Certificate shall be effective as of the date first written above and shall remain effective until superseded by a subsequent certificate delivered by the Secretary (or an authorized officer acting in such capacity) of the applicable Entity.

Execution

IN WITNESS WHEREOF, I have executed this Secretary's Certificate as of February 18, 2025.

________________________________________

Miriam Soo-Hwan Park General Counsel and Corporate Secretary Torchlight Mining Corp.

and in her capacity as Secretary of Torchlight Mining (U.S.) Inc.

and in her capacity as Secretary of Torchlight Specialty Chemicals, Inc.

and as authorized signatory on behalf of Torchlight Mining (U.S.) Inc., as sole member and manager of Ridgecrest Mine Holdings, LLC

and as authorized signatory on behalf of Torchlight Mining (U.S.) Inc., as sole member and manager of Bonanza Creek Mining, LLC

Date: February 18, 2025

Exhibit List

The following exhibits are attached hereto and incorporated herein by reference:

[Exhibits A through M follow this page]

Name	Title	Signature Specimen
Douglas K. Prennell	Chief Executive Officer	________
Miriam Soo-Hwan Park	General Counsel and Corporate Secretary	________
Carolyn Bracebridge	Chief Financial Officer	________
Gareth Linford	Vice President, Environmental Health & Safety	________
Name	Title	Signature Specimen
Douglas K. Prennell	President	________
Miriam Soo-Hwan Park	Secretary	________
Carolyn Bracebridge	Treasurer	________
Name	Title	Signature Specimen
Douglas K. Prennell	President	________
Miriam Soo-Hwan Park	Secretary	________
Gareth Linford	Vice President	________
Name	Title (of Sole Member TM(US))	Signature Specimen
Douglas K. Prennell	President of Torchlight Mining (U.S.) Inc., as Manager of RMH	________
Miriam Soo-Hwan Park	Secretary of Torchlight Mining (U.S.) Inc., as Manager of RMH	________
Name	Title (of Sole Member TM(US))	Signature Specimen
Douglas K. Prennell	President of Torchlight Mining (U.S.) Inc., as Manager of BCM	________
Miriam Soo-Hwan Park	Secretary of Torchlight Mining (U.S.) Inc., as Manager of BCM	________
Entity	Jurisdiction	Issuing Authority	Exhibit
Torchlight Mining Corp.	Canada (Federal)	Corporations Canada, Innovation, Science and Economic Development Canada — Certificate of Compliance under the CBCA	Exhibit A
Torchlight Mining (U.S.) Inc.	Delaware	Delaware Secretary of State — Certificate of Good Standing	Exhibit B
Torchlight Mining (U.S.) Inc.	Montana (foreign qualification)	Montana Secretary of State — Certificate of Authority / Good Standing	Exhibit C
Torchlight Specialty Chemicals, Inc.	Delaware	Delaware Secretary of State — Certificate of Good Standing	Exhibit D
Torchlight Specialty Chemicals, Inc.	Montana (foreign qualification)	Montana Secretary of State — Certificate of Authority / Good Standing	Exhibit E

Torchlight Specialty Chemicals, Inc.	West Virginia (foreign qualification)	West Virginia Secretary of State — Certificate of Authorization / Good Standing	Exhibit F
Ridgecrest Mine Holdings, LLC	Montana	Montana Secretary of State — Certificate of Existence / Good Standing (ID: E1042738)	Exhibit G
Bonanza Creek Mining, LLC	Nevada	Nevada Secretary of State — Certificate of Good Standing (Entity No.: E0518294731)	Exhibit H
Exhibit	Description
Exhibit A	Certificate of Compliance — Torchlight Mining Corp. (Corporations Canada, Innovation, Science and Economic Development Canada)
Exhibit B	Certificate of Good Standing — Torchlight Mining (U.S.) Inc. (Delaware Secretary of State)
Exhibit C	Certificate of Authority / Good Standing — Torchlight Mining (U.S.) Inc. (Montana Secretary of State)
Exhibit D	Certificate of Good Standing — Torchlight Specialty Chemicals, Inc. (Delaware Secretary of State)
Exhibit E	Certificate of Authority / Good Standing — Torchlight Specialty Chemicals, Inc. (Montana Secretary of State)
Exhibit F	Certificate of Authorization / Good Standing — Torchlight Specialty Chemicals, Inc. (West Virginia Secretary of State)
Exhibit G	Certificate of Existence / Good Standing — Ridgecrest Mine Holdings, LLC (Montana Secretary of State, ID: E1042738)
Exhibit H	Certificate of Good Standing — Bonanza Creek Mining, LLC (Nevada Secretary of State, Entity No.: E0518294731)
Exhibit I	Board Resolution of Torchlight Mining Corp. (February 10, 2025)
Exhibit J	Board Resolution of Torchlight Mining (U.S.) Inc. (February 10, 2025)
Exhibit K	Board Resolution of Torchlight Specialty Chemicals, Inc. (February 10, 2025)
Exhibit L	Sole Member Written Consent — Ridgecrest Mine Holdings, LLC (February 10, 2025)
Exhibit M	Sole Member Written Consent — Bonanza Creek Mining, LLC (February 10, 2025)

SECRETARY'S CERTIFICATE
Incumbency, Authority, and Good Standing
In Connection with the Consent Decree in *United States of America and State of Montana v. Torchlight Mining Corp. et al., Civil Action No. 9:24-cv-00087-DWM*
February 18, 2025
Filed with the U.S. District Court for the District of Montana, Missoula Division Before the Honorable Donald W. Molloy, Senior United States District Judge
Section 1. Identification of Certifying Officer
I, Miriam Soo-Hwan Park, hereby certify that I am the duly appointed General Counsel and Corporate Secretary of Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act (R.S.C. 1985, c. C-44) ("TMC" or the "Corporation"). I also serve in the capacity of Secretary (or equivalent officer responsible for corporate records and attestation) of each of the United States subsidiaries of TMC that are identified and listed in Section 2 of this Certificate (each, a "Subsidiary" and, together with TMC, the "Entities").
In my capacity as General Counsel and Corporate Secretary of TMC and Secretary of each Subsidiary, I have access to and custody of the corporate books, records, minute books, resolutions, governing documents, and other organizational records of each of the Entities. I am fully authorized to deliver this Secretary's Certificate (this "Certificate") on behalf of TMC and each named Subsidiary, and I have personal knowledge of, or have made due inquiry with respect to, the matters certified herein.
This Certificate is delivered in connection with the Consent Decree dated February 19, 2025 (Execution Version) (the "Consent Decree"), to be lodged with the United States District Court for the District of Montana, Missoula Division, in the action captioned United States of America and State of Montana v. Torchlight Mining Corp., Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Mining, LLC, Civil Action No. 9:24-cv-00087-DWM (the "Action"). Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings ascribed to them in the Consent Decree.
Section 2. Identification of the Entities Covered
The following is a complete identification of each Entity covered by this Certificate, together with the full legal details of each such Entity as reflected in its governing documents and the records of the relevant governmental authorities.
2.1 Torchlight Mining Corp. ("TMC")
Full Legal Name: Torchlight Mining Corp.
Entity Type: Corporation incorporated under the Canada Business Corporations Act (R.S.C. 1985, c. C-44) ("CBCA")
Jurisdiction of Incorporation: Canada (Federal)
Corporation Number (Corporations Canada): 782491-3
Registered Office / 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: Dual-listed on the Toronto Stock Exchange (TSX: TRC) and the New York Stock Exchange (NYSE: TRC)
Description: TMC is the ultimate parent company of each of the U.S. Subsidiaries identified herein. TMC conducts its U.S. mining, processing, and chemical manufacturing operations through its direct and indirect Subsidiaries.
2.2 Torchlight Mining (U.S.) Inc. ("TM(US)")
Full Legal Name: Torchlight Mining (U.S.) Inc.
Short Name / Defined Term: TM(US)
Entity Type: Corporation
Jurisdiction of Incorporation: State of Delaware
Date of Incorporation: March 14, 2006
Employer Identification Number (EIN): 83-2047156
Delaware Secretary of State File Number: 4197263
Registered Agent in Delaware: Ashgrove Services Inc., 1209 Orange Street, Wilmington, Delaware 19801
Direct Parent: Wholly owned by Torchlight Mining Corp.
Role: TM(US) serves as the direct operating company for TMC's U.S. mining operations and is the intermediate holding company for the additional U.S. Subsidiaries identified below. TM(US) holds the operational permits, licenses, and regulatory authorizations necessary to conduct mining activities in the United States.
Foreign Qualifications: TM(US) is qualified to transact business as a foreign corporation in the State of Montana.
2.3 Torchlight Specialty Chemicals, Inc. ("TSC")
Full Legal Name: Torchlight Specialty Chemicals, Inc.
Short Name / Defined Term: TSC
Entity Type: Corporation
Jurisdiction of Incorporation: State of Delaware
Date of Incorporation: September 22, 2011
Employer Identification Number (EIN): 47-3819204
Delaware Secretary of State File Number: 5083729
Registered Agent in Delaware: Ashgrove Services Inc., 1209 Orange Street, Wilmington, Delaware 19801
Direct Parent: Wholly owned by Torchlight Mining (U.S.) Inc. (and thus indirectly wholly owned by TMC)
Role: TSC is the operator of the Gallatin Chemical Works facility located in Gallatin County, Montana, and the Kanawha Bend Chemical Plant facility located in Putnam County, West Virginia. TSC produces specialty chemical products derived from mineral feedstocks supplied by other TMC group entities.
Foreign Qualifications: TSC is qualified to transact business as a foreign corporation in the State of Montana and the State of West Virginia.
2.4 Ridgecrest Mine Holdings, LLC ("RMH")
Full Legal Name: Ridgecrest Mine Holdings, LLC
Short Name / Defined Term: RMH
Entity Type: Limited Liability Company
Jurisdiction of Organization: State of Montana
Date of Organization: June 8, 2009
Montana Secretary of State ID: E1042738
Sole Member: Torchlight Mining (U.S.) Inc. (and thus indirectly wholly owned by TMC)
Manager: Torchlight Mining (U.S.) Inc., as sole member and manager
Role: RMH holds real property and mineral rights at the Ridgecrest Copper-Molybdenum Mine, located at 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832. RMH is the title holder of all surface and subsurface rights, patented and unpatented mining claims, water rights, and related easements and rights-of-way associated with the Ridgecrest Mine site. Day-to-day mining operations at the Ridgecrest Mine are conducted by TM(US) as contract operator under an intercompany operating agreement.
2.5 Bonanza Creek Mining, LLC ("BCM")
Full Legal Name: Bonanza Creek Mining, LLC
Short Name / Defined Term: BCM
Entity Type: Limited Liability Company
Jurisdiction of Organization: State of Nevada
Date of Organization: January 17, 2013
Nevada Secretary of State Entity Number: E0518294731
Sole Member: Torchlight Mining (U.S.) Inc. (and thus indirectly wholly owned by TMC)
Manager: Torchlight Mining (U.S.) Inc., as sole member and manager
Role: BCM holds real property, mineral rights, and water rights at the Bonanza Creek Gold Mine, located at County Road 447, Mile Marker 12, Lander County, Nevada 89820. BCM is the title holder of all surface and subsurface rights, patented and unpatented mining claims, water appropriation permits, and related access easements and rights-of-way associated with the Bonanza Creek Mine site. Day-to-day mining and heap leach operations at the Bonanza Creek Mine are conducted by TM(US) as contract operator under an intercompany operating agreement.
Section 3. Incumbency Certificate — Officers Authorized to Execute the Consent Decree
I hereby certify that the following persons are the duly elected or appointed officers of the respective Entities identified below, that each such person currently holds the office set forth opposite his or her name, and that the signature specimens set forth below are the true and genuine signatures of each such person. Each such officer is duly authorized, pursuant to the resolutions and consents described in Section 5 of this Certificate, to execute, deliver, and perform the Consent Decree and all ancillary instruments, agreements, and documents contemplated thereby on behalf of the identified Entity, and to take all actions necessary or appropriate in connection therewith.
3.1 Torchlight Mining Corp.
The following persons are duly elected or appointed officers of Torchlight Mining Corp.:
I further certify that Douglas K. Prennell and Miriam Soo-Hwan Park are the officers specifically designated by the Board of Directors of TMC, pursuant to a resolution of the Board of Directors adopted on February 10, 2025 (the "Board Resolution"), to execute the Consent Decree and all ancillary instruments, agreements, and documents contemplated thereby on behalf of TMC and to authorize execution on behalf of each of the U.S. Subsidiaries identified in this Certificate. The Board Resolution further authorizes Mr. Prennell and Ms. Park, acting jointly or severally, to delegate such signing authority to other officers of TMC or the Subsidiaries as they may determine to be necessary or appropriate.
3.2 Torchlight Mining (U.S.) Inc.
The following persons are duly elected or appointed officers of Torchlight Mining (U.S.) Inc.:
Each of the above-named officers is authorized to execute, deliver, and perform the Consent Decree and all ancillary instruments on behalf of TM(US), pursuant to the board resolution of TM(US) adopted on February 10, 2025, a true and correct copy of which is attached hereto as Exhibit J.
3.3 Torchlight Specialty Chemicals, Inc.
The following persons are duly elected or appointed officers of Torchlight Specialty Chemicals, Inc.:
Each of the above-named officers is authorized to execute, deliver, and perform the Consent Decree and all ancillary instruments on behalf of TSC, pursuant to the board resolution of TSC adopted on February 10, 2025, a true and correct copy of which is attached hereto as Exhibit K.
3.4 Ridgecrest Mine Holdings, LLC
Torchlight Mining (U.S.) Inc. is the sole member and manager of Ridgecrest Mine Holdings, LLC. RMH has no separately appointed officers. All actions on behalf of RMH are taken by TM(US) in its capacity as sole member and manager. The following persons, acting in their respective capacities as officers of TM(US), are authorized to execute, deliver, and perform the Consent Decree and all ancillary instruments on behalf of RMH:
The authority of the above-named persons to act on behalf of RMH is confirmed by the sole member written consent of TM(US) dated February 10, 2025, a true and correct copy of which is attached hereto as Exhibit L.
3.5 Bonanza Creek Mining, LLC
Torchlight Mining (U.S.) Inc. is the sole member and manager of Bonanza Creek Mining, LLC. BCM has no separately appointed officers. All actions on behalf of BCM are taken by TM(US) in its capacity as sole member and manager. The following persons, acting in their respective capacities as officers of TM(US), are authorized to execute, deliver, and perform the Consent Decree and all ancillary instruments on behalf of BCM:
The authority of the above-named persons to act on behalf of BCM is confirmed by the sole member written consent of TM(US) dated February 10, 2025, a true and correct copy of which is attached hereto as Exhibit M.
Section 4. Good Standing Certifications
I hereby certify that, as of the date hereof, each of the Entities is validly existing and in good standing (or the equivalent status, as applicable) in its jurisdiction of incorporation or organization and in each jurisdiction where it is required to be qualified to do business in connection with the sites and facilities that are the subject of the Consent Decree. Each Entity has the corporate or limited liability company power and authority to own its properties, to carry on its business as presently conducted, and to enter into and perform its obligations under the Consent Decree and the ancillary instruments contemplated thereby.
Certificates of good standing (or equivalent certificates, including certificates of compliance, certificates of existence, certificates of authority, and certificates of authorization, as applicable) from the relevant governmental authorities in each jurisdiction have been obtained and are attached hereto as exhibits. The specific certificates are identified in the table below.
4.1 List of Attached Certificates of Good Standing
I further certify that each of the foregoing certificates of good standing (or equivalent) was obtained from the relevant governmental authority within the thirty (30)-day period immediately preceding the date of this Certificate, and that I have no knowledge of any facts or circumstances that would cause any such certificate to be inaccurate or misleading as of the date hereof.
Section 5. Organizational Authority and Board / Member Authorizations
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 at which a quorum was present and acting throughout, authorizing the execution and delivery of the Consent Decree in Civil Action No. 9:24-cv-00087-DWM and all related ancillary instruments, agreements, and documents, including without limitation the following:
(a) The Remediation Trust Agreement (Trust No. LTC-REM-2025-1177) with Larchfield Trust Company, N.A., as trustee, for the establishment and funding of a remediation trust fund in the initial principal amount of Eighty Million Dollars ($80,000,000.00), to be used for the performance of remedial actions at the sites subject to the Consent Decree;
(b) The Surety Bond (Bond No. ISA-ENV-2025-08934) to be issued by Ironbark Surety of America, Inc., as surety, in the penal sum of One Hundred Sixty-Five Million Dollars ($165,000,000.00), as financial assurance for the completion of remedial work and long-term operation and maintenance obligations under the Consent Decree;
(c) The Escrow Agreement for stipulated penalty deposits with Larchfield Trust Company, N.A., as escrow agent, providing for the deposit, holding, and disbursement of funds in satisfaction of any stipulated penalty obligations that may arise under the Consent Decree;
(d) The Independent Monitor Agreement with Verdant Analytics, Inc., as independent monitor, providing for the retention and authority of the independent monitor to oversee compliance with the Consent Decree, including monitoring, reporting, and verification functions;
(e) Supplemental Environmental Project ("SEP") commitments totaling Twelve Million Dollars ($12,000,000.00), as further described in the Consent Decree and the SEP Implementation Plans appended thereto;
(f) Civil penalty payment obligations totaling Thirty-One Million Five Hundred Thousand Dollars ($31,500,000.00), payable to the United States of America and the co-plaintiff states in the amounts and on the schedule specified in the Consent Decree;
(g) EPA past-costs reimbursement totaling Eighteen Million One Hundred Thousand Dollars ($18,100,000.00), representing reimbursement of response costs incurred by the United States Environmental Protection Agency at or in connection with the sites subject to the Consent Decree; and
(h) Financial assurance obligations in the aggregate amount of Two Hundred Forty-Five Million Dollars ($245,000,000.00), to be provided and maintained in the forms and amounts specified in the Consent Decree.
I further certify that the Board Resolution has not been amended, modified, supplemented, or rescinded and remains in full force and effect as of the date of this Certificate. A true and correct copy of the Board Resolution, as certified by me, is attached hereto as Exhibit I.
I further certify that comparable authorizing resolutions or member consents, as applicable, have been duly adopted or executed by the governing body or sole member of each U.S. Subsidiary, in each case authorizing the execution and delivery of the Consent Decree and all related ancillary instruments on behalf of such Subsidiary. True and correct copies of such authorizing resolutions or member consents are attached hereto as follows:
(a) Torchlight Mining (U.S.) Inc.: Board resolution adopted on February 10, 2025, at a meeting at which a quorum was present and acting throughout. Attached hereto as Exhibit J.
(b) Torchlight Specialty Chemicals, Inc.: Board resolution adopted on February 10, 2025, at a meeting at which a quorum was present and acting throughout. Attached hereto as Exhibit K.
(c) Ridgecrest Mine Holdings, LLC: Sole member written consent executed by Torchlight Mining (U.S.) Inc., as sole member and manager of RMH, dated February 10, 2025. Attached hereto as Exhibit L.
(d) Bonanza Creek Mining, LLC: Sole member written consent executed by Torchlight Mining (U.S.) Inc., as sole member and manager of BCM, dated February 10, 2025. Attached hereto as Exhibit M.
Each of the foregoing authorizing resolutions and member consents has not been amended, modified, supplemented, or rescinded and remains in full force and effect as of the date of this Certificate.
Section 6. No Proceedings Affecting Authority
I hereby certify, based on my personal knowledge and upon due inquiry, that as of the date of this Certificate:
(a) No proceedings have been instituted, are pending, or, to my knowledge, are threatened for the dissolution, liquidation, winding up, or termination of any of the Entities listed in this Certificate, whether voluntary or involuntary, under the laws of any applicable jurisdiction.
(b) No receiver, interim receiver, trustee, custodian, liquidator, sequestrator, or similar officer has been appointed for any of the Entities or for any material portion of their respective assets or properties, and no application or petition for any such appointment has been filed or, to my knowledge, is contemplated.
(c) No bankruptcy, insolvency, reorganization, arrangement, composition, or similar proceeding has been commenced by or against any of the Entities under the laws of the United States, Canada, or any state or province thereof, and no such proceeding is, to my knowledge, contemplated or threatened.
(d) No event has occurred, and no condition exists, that has caused or would reasonably be expected to cause the revocation, forfeiture, suspension, or non-renewal of the charter, articles of incorporation, certificate of incorporation, articles of organization, certificate of organization, or authority to do business of any of the Entities in any jurisdiction in which such Entity is incorporated, organized, or qualified to do business.
(e) No order, judgment, decree, injunction, or other legal restraint has been entered or, to my knowledge, is pending or threatened that would prohibit, restrict, or materially impair the ability of any of the Entities to execute, deliver, or perform its obligations under the Consent Decree or any of the ancillary instruments contemplated thereby.
Section 7. Governing Documents
I hereby certify that, as General Counsel and Corporate Secretary of TMC and Secretary of each Subsidiary (or authorized officer with custody of records for the limited liability company Subsidiaries), I have custody of the original or certified copies of the governing documents of each Entity, as follows:
(a) Torchlight Mining Corp.: Articles of Incorporation filed under the CBCA, as amended through the date hereof (most recently amended on April 22, 2021), and By-Laws, as amended and restated effective June 15, 2023.
(b) Torchlight Mining (U.S.) Inc.: Certificate of Incorporation filed with the Delaware Secretary of State on March 14, 2006, as amended through the date hereof (most recently amended by Certificate of Amendment filed on August 9, 2018), and By-Laws, as amended and restated effective January 12, 2022.
(c) Torchlight Specialty Chemicals, Inc.: Certificate of Incorporation filed with the Delaware Secretary of State on September 22, 2011, as amended through the date hereof, and By-Laws, as adopted effective September 22, 2011, and as subsequently amended through the date hereof.
(d) Ridgecrest Mine Holdings, LLC: Articles of Organization filed with the Montana Secretary of State on June 8, 2009 (ID: E1042738), and the Amended and Restated Operating Agreement of RMH, dated effective as of March 1, 2015, by Torchlight Mining (U.S.) Inc. as sole member.
(e) Bonanza Creek Mining, LLC: Articles of Organization filed with the Nevada Secretary of State on January 17, 2013 (Entity No.: E0518294731), and the Operating Agreement of BCM, dated effective as of January 17, 2013, as amended on July 20, 2018, by Torchlight Mining (U.S.) Inc. as sole member.
I further certify that I have reviewed the governing documents of each Entity, and that the execution and delivery of the Consent Decree and the ancillary instruments contemplated thereby, and the performance by each Entity of its obligations thereunder, do not and will not (i) violate or conflict with any provision of the articles of incorporation, certificate of incorporation, articles of organization, by-laws, or operating agreement (as applicable) of any of the Entities; (ii) result in a breach of, or constitute a default under, any provision of the governing documents of any of the Entities; or (iii) require any consent, approval, or authorization under the governing documents of any of the Entities that has not been duly obtained.
Section 8. Representations
I, Miriam Soo-Hwan Park, in my capacity as General Counsel and Corporate Secretary of Torchlight Mining Corp. and in my capacity as Secretary (or authorized officer) of each Subsidiary, hereby represent and warrant as follows:
1.  The information contained in this Certificate is true, correct, and complete in all material respects as of the date hereof.
2.  The signature specimens set forth in Section 3 of this Certificate are the true and genuine signatures of the persons identified therein, and I have personally witnessed or verified each such signature.
3.  No officer listed in Section 3 of this Certificate has been removed from office, has resigned, or has otherwise ceased to hold the office set forth opposite his or her name since the date of the Board Resolution (February 10, 2025), and each such officer continues to hold such office as of the date hereof.
4.  I have made such due inquiry and investigation as I have deemed necessary and appropriate to make the certifications and deliver the representations set forth in this Certificate, including consultation with the officers, directors, and outside counsel of the Entities.
Section 9. Reliance
This Certificate is being delivered to the United States District Court for the District of Montana, Missoula Division, in connection with the lodging of the Consent Decree in United States of America and State of Montana v. Torchlight Mining Corp. et al., Civil Action No. 9:24-cv-00087-DWM.
The following persons and entities may rely on this Certificate and the certifications, representations, and warranties contained herein:
(a) The United States of America, acting through the United States Department of Justice, Environment and Natural Resources Division, and the United States Environmental Protection Agency, Region 8;
(b) The State of Montana, acting through the Montana Department of Environmental Quality and the Office of the Montana Attorney General;
(c) The State of Nevada, to the extent of its interest in the Bonanza Creek Gold Mine site and related matters under the Consent Decree;
(d) The State of West Virginia, to the extent of its interest in the Kanawha Bend Chemical Plant site and related matters under the Consent Decree;
(e) The Court, including the Honorable Donald W. Molloy, Senior United States District Judge, and any successor judge assigned to the Action;
(f) Counsel of record in the Action, including Calderwood & Harkness LLP; Holcroft, Dane & Weiss LLP; sagebrush Law Group, PLLC; and Baxter, Tully & Crane PLLC;
(g) Larchfield Trust Company, N.A., in its capacity as trustee under the Remediation Trust Agreement (Trust No. LTC-REM-2025-1177) and as escrow agent under the Escrow Agreement for stipulated penalty deposits, to the extent relevant to the execution and performance of its respective agreements;
(h) Ironbark Surety of America, Inc., in its capacity as surety under Surety Bond No. ISA-ENV-2025-08934, to the extent relevant to the execution and performance of the surety bond; and
(i) Verdant Analytics, Inc., in its capacity as independent monitor under the Independent Monitor Agreement, to the extent relevant to the execution and performance of its agreement.
This Certificate shall be effective as of the date first written above and shall remain effective until superseded by a subsequent certificate delivered by the Secretary (or an authorized officer acting in such capacity) of the applicable Entity.
Execution
IN WITNESS WHEREOF, I have executed this Secretary's Certificate as of February 18, 2025.
________________________________________
Miriam Soo-Hwan Park General Counsel and Corporate Secretary Torchlight Mining Corp.
and in her capacity as Secretary of Torchlight Mining (U.S.) Inc.
and in her capacity as Secretary of Torchlight Specialty Chemicals, Inc.
and as authorized signatory on behalf of Torchlight Mining (U.S.) Inc., as sole member and manager of Ridgecrest Mine Holdings, LLC
and as authorized signatory on behalf of Torchlight Mining (U.S.) Inc., as sole member and manager of Bonanza Creek Mining, LLC
Date: February 18, 2025
Exhibit List
The following exhibits are attached hereto and incorporated herein by reference:
[Exhibits A through M follow this page]
Name | Title | Signature Specimen
Douglas K. Prennell | Chief Executive Officer | ________
Miriam Soo-Hwan Park | General Counsel and Corporate Secretary | ________
Carolyn Bracebridge | Chief Financial Officer | ________
Gareth Linford | Vice President, Environmental Health & Safety | ________
Name | Title | Signature Specimen
Douglas K. Prennell | President | ________
Miriam Soo-Hwan Park | Secretary | ________
Carolyn Bracebridge | Treasurer | ________
Name | Title | Signature Specimen
Douglas K. Prennell | President | ________
Miriam Soo-Hwan Park | Secretary | ________
Gareth Linford | Vice President | ________
Name | Title (of Sole Member TM(US)) | Signature Specimen
Douglas K. Prennell | President of Torchlight Mining (U.S.) Inc., as Manager of RMH | ________
Miriam Soo-Hwan Park | Secretary of Torchlight Mining (U.S.) Inc., as Manager of RMH | ________
Name | Title (of Sole Member TM(US)) | Signature Specimen
Douglas K. Prennell | President of Torchlight Mining (U.S.) Inc., as Manager of BCM | ________
Miriam Soo-Hwan Park | Secretary of Torchlight Mining (U.S.) Inc., as Manager of BCM | ________
Entity | Jurisdiction | Issuing Authority | Exhibit
Torchlight Mining Corp. | Canada (Federal) | Corporations Canada, Innovation, Science and Economic Development Canada — Certificate of Compliance under the CBCA | Exhibit A
Torchlight Mining (U.S.) Inc. | Delaware | Delaware Secretary of State — Certificate of Good Standing | Exhibit B
Torchlight Mining (U.S.) Inc. | Montana (foreign qualification) | Montana Secretary of State — Certificate of Authority / Good Standing | Exhibit C
Torchlight Specialty Chemicals, Inc. | Delaware | Delaware Secretary of State — Certificate of Good Standing | Exhibit D
Torchlight Specialty Chemicals, Inc. | Montana (foreign qualification) | Montana Secretary of State — Certificate of Authority / Good Standing | Exhibit E
Torchlight Specialty Chemicals, Inc. | West Virginia (foreign qualification) | West Virginia Secretary of State — Certificate of Authorization / Good Standing | Exhibit F
Ridgecrest Mine Holdings, LLC | Montana | Montana Secretary of State — Certificate of Existence / Good Standing (ID: E1042738) | Exhibit G
Bonanza Creek Mining, LLC | Nevada | Nevada Secretary of State — Certificate of Good Standing (Entity No.: E0518294731) | Exhibit H
Exhibit | Description
Exhibit A | Certificate of Compliance — Torchlight Mining Corp. (Corporations Canada, Innovation, Science and Economic Development Canada)
Exhibit B | Certificate of Good Standing — Torchlight Mining (U.S.) Inc. (Delaware Secretary of State)
Exhibit C | Certificate of Authority / Good Standing — Torchlight Mining (U.S.) Inc. (Montana Secretary of State)
Exhibit D | Certificate of Good Standing — Torchlight Specialty Chemicals, Inc. (Delaware Secretary of State)
Exhibit E | Certificate of Authority / Good Standing — Torchlight Specialty Chemicals, Inc. (Montana Secretary of State)
Exhibit F | Certificate of Authorization / Good Standing — Torchlight Specialty Chemicals, Inc. (West Virginia Secretary of State)
Exhibit G | Certificate of Existence / Good Standing — Ridgecrest Mine Holdings, LLC (Montana Secretary of State, ID: E1042738)
Exhibit H | Certificate of Good Standing — Bonanza Creek Mining, LLC (Nevada Secretary of State, Entity No.: E0518294731)
Exhibit I | Board Resolution of Torchlight Mining Corp. (February 10, 2025)
Exhibit J | Board Resolution of Torchlight Mining (U.S.) Inc. (February 10, 2025)
Exhibit K | Board Resolution of Torchlight Specialty Chemicals, Inc. (February 10, 2025)
Exhibit L | Sole Member Written Consent — Ridgecrest Mine Holdings, LLC (February 10, 2025)
Exhibit M | Sole Member Written Consent — Bonanza Creek Mining, LLC (February 10, 2025)

SECRETARY'S CERTIFICATE

Record

Parties

Dates

Amounts