1039-00004 · Torchlight Mining Corp · Closing

officers-certificate-closing-conditions.docx DOCUMENT M&A / Corporate

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OFFICER'S CERTIFICATE

Satisfaction of Conditions to Closing

Delivered pursuant to Section 7.02(c) of the Offer-to-Purchase Agreement, dated as of May 2, 2024, by and between Torchlight Mining Corp. and Ridgeline Cobalt Inc.

July 16, 2024

The undersigned, Henrik Aldermann, Chief Executive Officer, and Marguerite Soo-Chan, Chief Financial Officer, of Torchlight Mining Corp., a corporation organized and existing under the laws of the Province of British Columbia, Canada, with its principal executive offices located at 1200 – 885 West Georgia Street, Vancouver, British Columbia V6C 3E8, Canada (the "Acquirer," "Torchlight," or "TMC"), do hereby certify, solely in their respective capacities as officers of Torchlight and not in their individual capacities, in connection with the closing (the "Closing") of the tender offer (the "Offer") and the transactions contemplated by that certain Offer-to-Purchase Agreement, dated as of May 2, 2024 (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Agreement"), by and between Torchlight and Ridgeline Cobalt Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal executive offices located at 44 Lakeshore Drive, Suite 300, Marquette, Michigan 49855 ("Ridgeline" or "RCI"), as follows:

Capitalized terms used but not otherwise defined in this Officer's Certificate (this "Certificate") shall have the respective meanings ascribed to such terms in the Agreement. All section references herein are to sections of the Agreement unless otherwise indicated.

This Certificate is being delivered on the Closing Date, July 16, 2024, pursuant to and in satisfaction of the conditions set forth in Article VII of the Agreement, including, without limitation, the obligation of Torchlight to deliver an officer's certificate certifying to the satisfaction of the conditions precedent to the Closing as more fully described herein.

Section 1. Minimum Condition — Tender of Shares

The undersigned hereby certify that, as of 12:00 midnight, New York City time, on July 10, 2024 (the extended expiration date of the Offer, as described below), 16,740,000 shares of Ridgeline common stock, par value $0.001 per share (the "Shares"), were validly tendered and not properly withdrawn pursuant to the terms and conditions of the Offer.

The 16,740,000 validly tendered and not withdrawn Shares represent approximately 93.0% of the 18,000,000 Shares of RCI common stock issued and outstanding as of the close of business on the expiration date of the Offer, as reflected in the books and records of Ridgeline and confirmed by its transfer agent.

For purposes of determining satisfaction of the Minimum Condition, the Agreement requires that the number of Shares validly tendered and not withdrawn, together with any Shares already owned by Torchlight or its subsidiaries, represent at least a majority of the outstanding Shares on a fully diluted basis. The fully diluted share count of Ridgeline as of the expiration date is calculated as follows:

Accordingly, the Minimum Condition requires that the aggregate number of Shares validly tendered and not withdrawn, together with any Shares previously owned by Torchlight, equal or exceed a majority of the fully diluted share count, calculated as 23,000,000 divided by 2, plus 1, equaling 11,500,001 Shares.

As of the date of the Agreement and at all times prior to the acceptance of the tendered Shares for payment, Torchlight owned zero (0) Shares of RCI common stock. Accordingly, the Minimum Condition is evaluated solely with reference to the Shares validly tendered and not withdrawn.

The 16,740,000 Shares validly tendered and not withdrawn exceed the Minimum Condition threshold of 11,500,001 Shares by 5,239,999 Shares.

The Minimum Condition set forth in Section 7.01(a) of the Agreement is therefore satisfied.

For the avoidance of doubt, the undersigned note that the Offer was initially set to expire at 12:00 midnight, New York City time, on June 14, 2024. On June 13, 2024, Torchlight elected to extend the expiration date of the Offer to July 10, 2024, in accordance with Section 1.01(d) of the Agreement and applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended, to permit additional time for the completion of certain regulatory approvals and to allow additional Ridgeline stockholders to tender their Shares. The final tender results as of the extended expiration date were certified and confirmed by Hargrove Depositary Services, Inc., with offices at 55 Water Street, New York, New York 10041, in its capacity as the depositary and paying agent for the Offer, as set forth in its Final Agent's Certificate of Tender Results dated July 11, 2024, a copy of which has been provided to counsel for both Torchlight and Ridgeline.

Section 2. Regulatory Condition — HSR Act Clearance

The undersigned hereby certify that Torchlight and Ridgeline each duly filed the requisite Notification and Report Forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a (the "HSR Act"), and the rules and regulations promulgated thereunder by the Federal Trade Commission (the "FTC"), with the FTC and the Antitrust Division of the United States Department of Justice (the "DOJ") on March 21, 2024.

The HSR Transaction Number assigned to the filing was 20241387.

The applicable HSR filing fee of $111,000 (calculated pursuant to the fee schedule set forth in 15 U.S.C. § 18a(b)(1)(B) as Tier 1, based on the aggregate transaction value of $45,000,000) was duly paid by Torchlight to the FTC on the date of filing in accordance with the requirements of 16 C.F.R. Part 803.

On April 18, 2024, the FTC granted early termination of the applicable waiting period under the HSR Act, effective immediately. A copy of the Early Termination Notice published by the FTC on its public database (Transaction No. 20241387) has been made available to counsel for both parties. No second request for additional information or documentary material was issued by the FTC or the DOJ in connection with the Offer or the transactions contemplated by the Agreement, and no investigation, inquiry, or proceeding relating to the transactions contemplated by the Agreement has been commenced, threatened, or, to the knowledge of the undersigned, contemplated by the FTC, the DOJ, or any other governmental authority under the antitrust laws of the United States.

The HSR Act regulatory condition set forth in Section 7.01(b)(i) of the Agreement is therefore satisfied.

Section 3. Regulatory Condition — Investment Canada Act Clearance

The undersigned hereby certify that Torchlight filed a notification under Part III of the Investment Canada Act, R.S.C. 1985, c. 28 (1st Supp.) (the "ICA"), with the Director of Investments, acting on behalf of the Minister of Innovation, Science and Industry of Canada (the "Minister"), on March 25, 2024, in connection with the proposed acquisition of control of Ridgeline, a non-Canadian entity.

The notification was filed in connection with Ridgeline's ownership, through its wholly owned Canadian subsidiary, Ridgeline Cobalt Canada Inc. (a corporation incorporated under the Canada Business Corporations Act), of the Hawk Ridge Project, a 12,400-hectare cobalt-nickel exploration property located in the Timiskaming District, Province of Ontario, Canada. The Hawk Ridge Project encompasses Ontario Mining Claims numbered 4271883 through 4271947, comprising a total of sixty-five (65) individual mineral claims recorded in the Mining Lands Administration System maintained by the Ontario Ministry of Mines.

On April 29, 2024, the Minister certified that the review of the notification was complete and that clearance under the Investment Canada Act was granted. The Minister's clearance was delivered without conditions, undertakings, or mitigation measures of any kind. No national security review was ordered or initiated under Part IV.1 of the ICA in connection with the Offer or the transactions contemplated by the Agreement, and no enhanced scrutiny order was issued under Section 25.2 or Section 25.3 of the ICA.

As of the date hereof, no conditions or undertakings imposed in connection with the ICA clearance remain unsatisfied, and no further governmental approvals, consents, or filings are required under the ICA or any other Canadian federal or provincial law in connection with the consummation of the Offer or the short-form merger.

The Investment Canada Act regulatory condition set forth in Section 7.01(b)(ii) of the Agreement is therefore satisfied.

Section 4. Representations and Warranties of Ridgeline — Bring-Down

The undersigned hereby certify that, to the knowledge of the undersigned (after due inquiry and based upon the bring-down certificate of Ridgeline and its officers delivered to Torchlight on the date hereof, together with the written confirmation of Ridgeline's outside counsel, Galbraith Haver & Steele LLP, 1001 Pennsylvania Avenue NW, Suite 850, Washington, D.C. 20004), the representations and warranties of Ridgeline set forth in Article III of the Agreement are true and correct in all material respects as of the date of the Agreement (May 2, 2024) and as of the Closing Date (July 16, 2024), as if made on and as of such dates, except (i) with respect to those representations and warranties that are qualified by the terms "materiality," "Material Adverse Effect," or similar qualifications, which representations and warranties are true and correct in all respects as of such dates, and (ii) with respect to representations and warranties that by their express terms speak as of a specific date, which representations and warranties are true and correct (subject to the materiality qualifications described in the foregoing clause (i)) as of such specific date.

Without limiting the generality of the foregoing, the undersigned specifically note the bring-down of the following representations and warranties of Ridgeline contained in the Agreement:

(i) Corporate Organization and Good Standing (Section 3.01). Ridgeline is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business as a foreign corporation in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, including, without limitation, the State of Michigan and the Province of Ontario, Canada.

(ii) Capitalization (Section 3.02). The authorized capital stock of Ridgeline consists of 50,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share, of which 18,000,000 shares of common stock are issued and outstanding and no shares of preferred stock are issued and outstanding. In addition, Ridgeline has outstanding $7,800,000 in aggregate principal amount of 6.5% Senior Secured Convertible Notes due 2027, held by Pinnacle Venture Resources Fund II, LP, convertible into 3,900,000 shares of RCI common stock at a conversion price of $2.00 per share, and 1,100,000 shares of RCI common stock are issuable upon the exercise of outstanding options and warrants granted under the Ridgeline Cobalt Inc. 2021 Equity Incentive Plan, as amended. There are no other outstanding securities, options, warrants, conversion rights, stock appreciation rights, phantom equity awards, or other agreements or commitments obligating Ridgeline to issue, sell, or otherwise dispose of any shares of its capital stock.

(iii) Authority and Enforceability (Section 3.03). Ridgeline has the requisite corporate power and authority to execute, deliver, and perform its obligations under the Agreement and to consummate the transactions contemplated thereby. The execution, delivery, and performance of the Agreement by Ridgeline and the consummation by Ridgeline of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of Ridgeline, including the unanimous approval of the Ridgeline Board of Directors and the Special Committee thereof.

(iv) No Conflicts; Required Consents (Section 3.04). The execution, delivery, and performance by Ridgeline of the Agreement and the consummation of the transactions contemplated thereby do not and will not result in any violation of, conflict with, or default under any provision of Ridgeline's certificate of incorporation or bylaws, any material contract to which Ridgeline is a party or by which it or its properties are bound, or any applicable law, order, judgment, decree, or governmental regulation, except as have been duly waived or for which all requisite consents have been obtained.

(v) SEC Filings and Financial Statements (Section 3.05). Ridgeline has timely filed all reports, schedules, forms, statements, and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Ridgeline's financial statements included in such filings, including its audited financial statements for the fiscal year ended December 31, 2023, were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved and fairly present in all material respects the financial condition, results of operations, and cash flows of Ridgeline as of the dates and for the periods indicated.

(vi) Title to Mining Properties (Section 3.08). Ridgeline and its subsidiaries have good and valid title to, or valid and enforceable leasehold interests in, all of their material mining properties, including: (A) the Hawk Ridge Project, consisting of Ontario Mining Claims 4271883 through 4271947 (65 claims), comprising approximately 12,400 hectares in the Timiskaming District, Province of Ontario, Canada, held through Ridgeline's wholly owned subsidiary, Ridgeline Cobalt Canada Inc.; and (B) the Iron Lake Project, consisting of Michigan Department of Environment, Great Lakes, and Energy ("Michigan DEQ") Lease Nos. ML-2021-0334 and ML-2021-0335, comprising approximately 3,200 hectares in Baraga County, State of Michigan, in each case free and clear of all liens, encumbrances, and adverse claims other than Permitted Liens (as defined in the Agreement).

(vii) Environmental Compliance (Section 3.09). Ridgeline and its subsidiaries are in compliance in all material respects with all applicable Environmental Laws (as defined in the Agreement) and have obtained and are in compliance in all material respects with all Environmental Permits (as defined in the Agreement) required for the conduct of their respective businesses as currently conducted.

(viii) Material Contracts (Section 3.10). All material contracts to which Ridgeline or any of its subsidiaries is a party, including, without limitation, that certain Convertible Note Indenture dated June 30, 2022, between Ridgeline and Pinnacle Venture Resources Fund II, LP, as holder, governing the terms of the 6.5% Senior Secured Convertible Notes due 2027, are in full force and effect and constitute legal, valid, and binding obligations of Ridgeline or its applicable subsidiary, enforceable in accordance with their respective terms. Neither Ridgeline nor any of its subsidiaries is in default under any such material contract, and no event has occurred that, with or without notice or lapse of time, would constitute a default thereunder.

(ix) Litigation (Section 3.11). There is no action, suit, claim, proceeding, or investigation pending or, to the knowledge of Ridgeline, threatened against or affecting Ridgeline or any of its subsidiaries or any of their respective properties, assets, or rights before any court, arbitrator, or governmental body that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or that would reasonably be expected to prevent, materially delay, or materially impair the ability of Ridgeline to consummate the transactions contemplated by the Agreement.

(x) Tax Matters (Section 3.12). Ridgeline and its subsidiaries have timely filed all Tax Returns (as defined in the Agreement) required to be filed by them and have paid all Taxes (as defined in the Agreement) due and owing. There are no audits, examinations, investigations, or other proceedings pending or threatened in writing with respect to any Taxes of Ridgeline or its subsidiaries that would reasonably be expected to result in a material liability.

The representations and warranties bring-down condition set forth in Section 7.01(c) of the Agreement is therefore satisfied.

Section 5. No Material Adverse Effect

The undersigned hereby certify that, since December 31, 2023 (the date of the most recent audited financial statements of Ridgeline, which were audited by Aldgate Pryor LLP, Certified Public Accountants, with offices at 211 West Fort Street, Suite 500, Detroit, Michigan 48226, and included in Ridgeline's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC), no event, occurrence, development, change, effect, condition, or state of circumstances has occurred or exists that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in Section 1.01 of the Agreement) with respect to Ridgeline or any of its subsidiaries.

Without limiting the generality of the foregoing, the undersigned note the following with respect to the financial condition of Ridgeline:

(a) As of December 31, 2023, Ridgeline reported cash and cash equivalents on hand of approximately $4.6 million, as reflected in its audited balance sheet.

(b) Ridgeline's total indebtedness as of December 31, 2023, consisted of $7,800,000 in aggregate principal amount of 6.5% Senior Secured Convertible Notes due 2027, held by Pinnacle Venture Resources Fund II, LP. No additional indebtedness has been incurred by Ridgeline since that date.

(c) Ridgeline's total revenue for the fiscal year ended December 31, 2023, was approximately $1.2 million, derived primarily from option payments and exploration data licensing fees received from third-party mining companies in connection with the Hawk Ridge and Iron Lake Projects.

(d) Based on the information available to the undersigned, including unaudited interim financial data for the period ended June 30, 2024, provided by Ridgeline's management, Ridgeline's financial condition has not materially deteriorated since December 31, 2023, and the business, operations, properties, and prospects of Ridgeline remain substantially consistent with those reflected in the audited financial statements and the disclosure schedules delivered pursuant to the Agreement.

The no-Material-Adverse-Effect condition set forth in Section 7.01(d) of the Agreement is therefore satisfied.

Section 6. Compliance with Covenants

The undersigned hereby certify that, to the knowledge of the undersigned and based upon the representations of Ridgeline's officers and the confirmation of Ridgeline's outside counsel, Galbraith Haver & Steele LLP, Ridgeline has performed and complied in all material respects with each of the covenants and agreements required to be performed or complied with by it under the Agreement at or prior to the Closing Date, including, without limitation:

(a) Conduct of Business in the Ordinary Course (Section 5.01). From the date of the Agreement through the Closing Date, Ridgeline has conducted its business and the business of its subsidiaries in the ordinary course consistent with past practice and has used commercially reasonable efforts to preserve intact its business organization, to keep available the services of its current officers and key employees, and to maintain satisfactory relationships with its customers, suppliers, licensors, licensees, and other persons having material business relationships with it.

(b) Non-Solicitation (Section 5.03). Ridgeline has complied in all material respects with the non-solicitation covenants set forth in the Agreement, including the obligations not to solicit, initiate, or knowingly encourage or facilitate any inquiry, proposal, or offer constituting or that could reasonably be expected to lead to an Acquisition Proposal (as defined in the Agreement), subject to the fiduciary out provision set forth in Section 5.03(d) of the Agreement. The undersigned are not aware of any Acquisition Proposal having been made to, or solicited by, Ridgeline or its representatives during the period from the date of the Agreement through the Closing Date.

(c) Cooperation with Regulatory Filings and Approvals (Section 5.05). Ridgeline has cooperated with Torchlight in all material respects in connection with the preparation and filing of all notifications, filings, and other documents required to be filed with any governmental authority in connection with the transactions contemplated by the Agreement, including the HSR Act filings and the Investment Canada Act notification referenced in Sections 2 and 3 of this Certificate, as well as the SEC filings relating to the Offer.

The undersigned further note and confirm that the Board of Directors of Ridgeline, acting upon the unanimous recommendation of its Special Committee (comprised of independent directors Samuel Kerensky (Chair), Priya Natarajan, and Claudette Duval, each of whom was determined to be independent under the applicable rules of the NYSE American and the SEC), recommended that the stockholders of Ridgeline accept the Offer and tender their Shares into the Offer. Such recommendation was set forth in Ridgeline's Solicitation/Recommendation Statement on Schedule 14D-9, filed with the SEC on April 5, 2024 (SEC Accession No. 0001193125-24-088234). The undersigned confirm that, as of the Closing Date, the Ridgeline Board of Directors' recommendation has not been withdrawn, amended, modified, or qualified in any manner adverse to Torchlight, and no action has been taken or proposed by the Ridgeline Board of Directors or the Special Committee to withdraw, amend, modify, or qualify such recommendation.

The covenants compliance condition set forth in Section 7.01(e) of the Agreement is therefore satisfied.

Section 7. Additional Confirmations

The undersigned further certify and confirm the following additional matters in connection with the Closing:

7.1 Tender and Support Agreement. The Tender and Support Agreement, dated April 8, 2024 (the "Support Agreement"), by and between Torchlight and Pinnacle Venture Resources Fund II, LP, a Delaware limited partnership (the "Supporting Stockholder"), the general partner of which is Pinnacle Venture Resources GP II, LLC, a Delaware limited liability company (principal: Theodore "Ted" Vanderhoek), with offices at 75 Ashbury Asset Advisors, Suite 1400, Boston, Massachusetts 02109, remains in full force and effect as of the Closing Date. No party to the Support Agreement has breached any material provision thereof, and no event of termination has occurred. Pursuant to the Support Agreement, Pinnacle Venture Resources Fund II, LP has validly tendered, and has not withdrawn, all 3,600,000 Shares of RCI common stock beneficially owned by it (representing approximately 20.0% of the Shares outstanding) into the Offer. Hargrove Depositary Services, Inc. has confirmed receipt of the letters of transmittal and certificates (or agent's messages for book-entry transfers) representing all 3,600,000 Shares tendered by the Supporting Stockholder.

7.2 Repayment of Convertible Notes. Arrangements have been made, and all conditions precedent thereto have been satisfied, for the repayment at the Closing of the outstanding $7,800,000 in aggregate principal amount of 6.5% Senior Secured Convertible Notes due 2027, held by Pinnacle Venture Resources Fund II, LP, at par plus accrued and unpaid interest. The accrued interest has been calculated as follows:

Principal: $7,800,000 Annual Interest Rate: 6.5% Accrual Period: January 1, 2024 through July 16, 2024 (198 days) Accrued Interest: $7,800,000 × 6.5% × (198 / 365) = $275,014 Total Payoff Amount: $8,075,014

The total payoff amount of $8,075,014 will be wired on the Closing Date to the account designated by Pinnacle Venture Resources Fund II, LP in its payoff letter dated July 12, 2024, and upon receipt of such payment, the convertible notes will be deemed satisfied, cancelled, and discharged in full, and all security interests granted by Ridgeline in favor of Pinnacle Venture Resources Fund II, LP as collateral for the notes will be automatically released.

7.3 Indemnification Escrow. On the Closing Date, the sum of $9,000,000 is being deposited by Torchlight into escrow with Clearmont National Bank, N.A., with offices at 300 Delaware Avenue, Suite 700, Wilmington, Delaware 19801, acting as escrow agent, into Escrow Account No. 4410-7832-001, pursuant to the terms and conditions of the Escrow Agreement dated as of the Closing Date (the "Escrow Agreement"), by and among Torchlight, the Stockholder Representative (as defined in the Agreement), and Clearmont National Bank, N.A. The escrowed funds will serve as the primary source of recovery for any indemnification claims asserted by Torchlight pursuant to Article IX of the Agreement, subject to the terms and limitations set forth therein and in the Escrow Agreement.

7.4 Sufficiency of Funds. Torchlight has sufficient funds available to consummate the Offer, pay the aggregate Offer consideration, repay the convertible notes, fund the indemnification escrow, pay all fees, expenses, and other amounts required to be paid at or in connection with the Closing, and effect the short-form merger. The sources of funds for the Closing are as follows:

(a) Cash on Hand. Torchlight has unrestricted cash on hand in an amount sufficient to fund a portion of the Closing consideration.

(b) Revolving Credit Facility Draw. Torchlight has drawn C$40,000,000 (approximately US$29,200,000 at a spot exchange rate of C$1.00 = US$0.73 as of July 15, 2024) on its existing C$500,000,000 senior unsecured revolving credit facility with Meridian Commercial Bank, N.A., with offices at 383 Madison Avenue, New York, New York 10179 (the "Credit Facility"), established pursuant to the Credit Agreement dated September 15, 2022 (as amended), with a maturity date of September 15, 2027. Following the draw, Torchlight has remaining availability under the Credit Facility in excess of C$400,000,000. No event of default has occurred under the Credit Facility, and no condition to borrowing thereunder has failed to be satisfied.

7.5 Aggregate Offer Consideration. The aggregate Offer consideration for all 18,000,000 outstanding Shares of RCI common stock is $45,000,000, calculated as 18,000,000 Shares multiplied by the Offer price of $2.50 per Share in cash, without interest and less any applicable withholding taxes. Payment for Shares accepted for payment in the Offer will be made through Hargrove Depositary Services, Inc., acting in its capacity as depositary and paying agent for the Offer, promptly following the acceptance of such Shares for payment.

Section 8. Short-Form Merger Qualification

The undersigned hereby certify that, following the acceptance of the 16,740,000 validly tendered and not withdrawn Shares for payment pursuant to the Offer, Torchlight will own 16,740,000 of the 18,000,000 Shares of RCI common stock outstanding, representing approximately 93.0% of all outstanding Shares.

This ownership level exceeds the 90% threshold required for a short-form merger under Section 253 of the Delaware General Corporation Law ("DGCL"), which permits a parent corporation owning at least 90% of the outstanding shares of each class of a subsidiary corporation's stock to merge with and into such subsidiary (or the subsidiary into the parent) without the vote or consent of the stockholders of either corporation.

Torchlight intends to effect the short-form merger (the "Merger") on the Closing Date, July 16, 2024, pursuant to which (a) Ridgeline will be merged with and into Torchlight Cobalt Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Torchlight (the "Merger Sub"), with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Torchlight; (b) each remaining Share of RCI common stock not already owned by Torchlight or Merger Sub (excluding Shares as to which appraisal rights have been properly perfected and not withdrawn under Section 262 of the DGCL) will be automatically converted into the right to receive $2.50 per Share in cash, without interest and less any applicable withholding taxes; and (c) Ridgeline will thereupon cease to exist as a separate corporate entity.

A Certificate of Merger, duly executed by an authorized officer of Merger Sub in accordance with Section 253 of the DGCL, will be filed with the Secretary of State of the State of Delaware on the Closing Date, and the Merger will become effective upon the filing thereof (or at such later time as may be specified in the Certificate of Merger).

Section 9. No Other Conditions Outstanding

The undersigned hereby certify that, as of the Closing Date, each of the conditions to the Offer and the subsequent short-form Merger set forth in Article VII of the Agreement (and in Annex A thereto) has been duly satisfied or, to the extent permitted under the terms of the Agreement, waived by Torchlight, and no condition to the Closing remains outstanding or unsatisfied.

Without limiting the foregoing, the undersigned confirm that Torchlight has not waived any condition to the Closing, as each condition has been independently satisfied as described in Sections 1 through 8 of this Certificate and as evidenced by the documents, certificates, opinions, and other instruments delivered to Torchlight on or prior to the Closing Date.

Torchlight is prepared to, and hereby confirms that it will, (a) accept all validly tendered and not withdrawn Shares for payment promptly following the execution and delivery of this Certificate, (b) cause Hargrove Depositary Services, Inc. to make payment of the Offer consideration of $2.50 per Share in respect of all such accepted Shares, and (c) consummate the short-form Merger effective as of the Closing Date, all in accordance with the terms and conditions of the Agreement and applicable law.

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EXECUTION PAGE

IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as of July 16, 2024, solely in their capacities as officers of Torchlight Mining Corp. and not in their individual capacities.

TORCHLIGHT MINING CORP.

By: ________

Name: Henrik Aldermann

Title: Chief Executive Officer

Date: July 16, 2024

TORCHLIGHT MINING CORP.

By: ________

Name: Marguerite Soo-Chan

Title: Chief Financial Officer

Date: July 16, 2024

Address for Notices to Torchlight:

Torchlight Mining Corp. 1200 – 885 West Georgia Street Vancouver, British Columbia V6C 3E8 Canada

Attention: Henrik Aldermann, Chief Executive Officer

Telephone: +1 (604) 555-0140

Email: haldermann@torchlightmining.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 900 Third Avenue, 28th Floor New York, New York 10022

Attention: Beatrice Holloway

Telephone: +1 (212) 555-0275

Email: bholloway@calderwoodharkness.com

Component	Number of Shares
Common shares outstanding	18,000,000
Shares issuable upon conversion of $7,800,000 in 6.5% Senior Secured Convertible Notes due 2027, held by Pinnacle Venture Resources Fund II, LP (convertible at $2.00 per share)	3,900,000
Shares issuable upon exercise of outstanding options and warrants	1,100,000
Total fully diluted shares	23,000,000

OFFICER'S CERTIFICATE
Satisfaction of Conditions to Closing
Delivered pursuant to Section 7.02(c) of the Offer-to-Purchase Agreement, dated as of May 2, 2024, by and between Torchlight Mining Corp. and Ridgeline Cobalt Inc.
July 16, 2024
The undersigned, Henrik Aldermann, Chief Executive Officer, and Marguerite Soo-Chan, Chief Financial Officer, of Torchlight Mining Corp., a corporation organized and existing under the laws of the Province of British Columbia, Canada, with its principal executive offices located at 1200 – 885 West Georgia Street, Vancouver, British Columbia V6C 3E8, Canada (the "Acquirer," "Torchlight," or "TMC"), do hereby certify, solely in their respective capacities as officers of Torchlight and not in their individual capacities, in connection with the closing (the "Closing") of the tender offer (the "Offer") and the transactions contemplated by that certain Offer-to-Purchase Agreement, dated as of May 2, 2024 (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Agreement"), by and between Torchlight and Ridgeline Cobalt Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal executive offices located at 44 Lakeshore Drive, Suite 300, Marquette, Michigan 49855 ("Ridgeline" or "RCI"), as follows:
Capitalized terms used but not otherwise defined in this Officer's Certificate (this "Certificate") shall have the respective meanings ascribed to such terms in the Agreement. All section references herein are to sections of the Agreement unless otherwise indicated.
This Certificate is being delivered on the Closing Date, July 16, 2024, pursuant to and in satisfaction of the conditions set forth in Article VII of the Agreement, including, without limitation, the obligation of Torchlight to deliver an officer's certificate certifying to the satisfaction of the conditions precedent to the Closing as more fully described herein.
Section 1. Minimum Condition — Tender of Shares
The undersigned hereby certify that, as of 12:00 midnight, New York City time, on July 10, 2024 (the extended expiration date of the Offer, as described below), 16,740,000 shares of Ridgeline common stock, par value $0.001 per share (the "Shares"), were validly tendered and not properly withdrawn pursuant to the terms and conditions of the Offer.
The 16,740,000 validly tendered and not withdrawn Shares represent approximately 93.0% of the 18,000,000 Shares of RCI common stock issued and outstanding as of the close of business on the expiration date of the Offer, as reflected in the books and records of Ridgeline and confirmed by its transfer agent.
For purposes of determining satisfaction of the Minimum Condition, the Agreement requires that the number of Shares validly tendered and not withdrawn, together with any Shares already owned by Torchlight or its subsidiaries, represent at least a majority of the outstanding Shares on a fully diluted basis. The fully diluted share count of Ridgeline as of the expiration date is calculated as follows:
Accordingly, the Minimum Condition requires that the aggregate number of Shares validly tendered and not withdrawn, together with any Shares previously owned by Torchlight, equal or exceed a majority of the fully diluted share count, calculated as 23,000,000 divided by 2, plus 1, equaling 11,500,001 Shares.
As of the date of the Agreement and at all times prior to the acceptance of the tendered Shares for payment, Torchlight owned zero (0) Shares of RCI common stock. Accordingly, the Minimum Condition is evaluated solely with reference to the Shares validly tendered and not withdrawn.
The 16,740,000 Shares validly tendered and not withdrawn exceed the Minimum Condition threshold of 11,500,001 Shares by 5,239,999 Shares.
The Minimum Condition set forth in Section 7.01(a) of the Agreement is therefore satisfied.
For the avoidance of doubt, the undersigned note that the Offer was initially set to expire at 12:00 midnight, New York City time, on June 14, 2024. On June 13, 2024, Torchlight elected to extend the expiration date of the Offer to July 10, 2024, in accordance with Section 1.01(d) of the Agreement and applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended, to permit additional time for the completion of certain regulatory approvals and to allow additional Ridgeline stockholders to tender their Shares. The final tender results as of the extended expiration date were certified and confirmed by Hargrove Depositary Services, Inc., with offices at 55 Water Street, New York, New York 10041, in its capacity as the depositary and paying agent for the Offer, as set forth in its Final Agent's Certificate of Tender Results dated July 11, 2024, a copy of which has been provided to counsel for both Torchlight and Ridgeline.
Section 2. Regulatory Condition — HSR Act Clearance
The undersigned hereby certify that Torchlight and Ridgeline each duly filed the requisite Notification and Report Forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a (the "HSR Act"), and the rules and regulations promulgated thereunder by the Federal Trade Commission (the "FTC"), with the FTC and the Antitrust Division of the United States Department of Justice (the "DOJ") on March 21, 2024.
The HSR Transaction Number assigned to the filing was 20241387.
The applicable HSR filing fee of $111,000 (calculated pursuant to the fee schedule set forth in 15 U.S.C. § 18a(b)(1)(B) as Tier 1, based on the aggregate transaction value of $45,000,000) was duly paid by Torchlight to the FTC on the date of filing in accordance with the requirements of 16 C.F.R. Part 803.
On April 18, 2024, the FTC granted early termination of the applicable waiting period under the HSR Act, effective immediately. A copy of the Early Termination Notice published by the FTC on its public database (Transaction No. 20241387) has been made available to counsel for both parties. No second request for additional information or documentary material was issued by the FTC or the DOJ in connection with the Offer or the transactions contemplated by the Agreement, and no investigation, inquiry, or proceeding relating to the transactions contemplated by the Agreement has been commenced, threatened, or, to the knowledge of the undersigned, contemplated by the FTC, the DOJ, or any other governmental authority under the antitrust laws of the United States.
The HSR Act regulatory condition set forth in Section 7.01(b)(i) of the Agreement is therefore satisfied.
Section 3. Regulatory Condition — Investment Canada Act Clearance
The undersigned hereby certify that Torchlight filed a notification under Part III of the Investment Canada Act, R.S.C. 1985, c. 28 (1st Supp.) (the "ICA"), with the Director of Investments, acting on behalf of the Minister of Innovation, Science and Industry of Canada (the "Minister"), on March 25, 2024, in connection with the proposed acquisition of control of Ridgeline, a non-Canadian entity.
The notification was filed in connection with Ridgeline's ownership, through its wholly owned Canadian subsidiary, Ridgeline Cobalt Canada Inc. (a corporation incorporated under the Canada Business Corporations Act), of the Hawk Ridge Project, a 12,400-hectare cobalt-nickel exploration property located in the Timiskaming District, Province of Ontario, Canada. The Hawk Ridge Project encompasses Ontario Mining Claims numbered 4271883 through 4271947, comprising a total of sixty-five (65) individual mineral claims recorded in the Mining Lands Administration System maintained by the Ontario Ministry of Mines.
On April 29, 2024, the Minister certified that the review of the notification was complete and that clearance under the Investment Canada Act was granted. The Minister's clearance was delivered without conditions, undertakings, or mitigation measures of any kind. No national security review was ordered or initiated under Part IV.1 of the ICA in connection with the Offer or the transactions contemplated by the Agreement, and no enhanced scrutiny order was issued under Section 25.2 or Section 25.3 of the ICA.
As of the date hereof, no conditions or undertakings imposed in connection with the ICA clearance remain unsatisfied, and no further governmental approvals, consents, or filings are required under the ICA or any other Canadian federal or provincial law in connection with the consummation of the Offer or the short-form merger.
The Investment Canada Act regulatory condition set forth in Section 7.01(b)(ii) of the Agreement is therefore satisfied.
Section 4. Representations and Warranties of Ridgeline — Bring-Down
The undersigned hereby certify that, to the knowledge of the undersigned (after due inquiry and based upon the bring-down certificate of Ridgeline and its officers delivered to Torchlight on the date hereof, together with the written confirmation of Ridgeline's outside counsel, Galbraith Haver & Steele LLP, 1001 Pennsylvania Avenue NW, Suite 850, Washington, D.C. 20004), the representations and warranties of Ridgeline set forth in Article III of the Agreement are true and correct in all material respects as of the date of the Agreement (May 2, 2024) and as of the Closing Date (July 16, 2024), as if made on and as of such dates, except (i) with respect to those representations and warranties that are qualified by the terms "materiality," "Material Adverse Effect," or similar qualifications, which representations and warranties are true and correct in all respects as of such dates, and (ii) with respect to representations and warranties that by their express terms speak as of a specific date, which representations and warranties are true and correct (subject to the materiality qualifications described in the foregoing clause (i)) as of such specific date.
Without limiting the generality of the foregoing, the undersigned specifically note the bring-down of the following representations and warranties of Ridgeline contained in the Agreement:
(i) Corporate Organization and Good Standing (Section 3.01). Ridgeline is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business as a foreign corporation in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, including, without limitation, the State of Michigan and the Province of Ontario, Canada.
(ii) Capitalization (Section 3.02). The authorized capital stock of Ridgeline consists of 50,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share, of which 18,000,000 shares of common stock are issued and outstanding and no shares of preferred stock are issued and outstanding. In addition, Ridgeline has outstanding $7,800,000 in aggregate principal amount of 6.5% Senior Secured Convertible Notes due 2027, held by Pinnacle Venture Resources Fund II, LP, convertible into 3,900,000 shares of RCI common stock at a conversion price of $2.00 per share, and 1,100,000 shares of RCI common stock are issuable upon the exercise of outstanding options and warrants granted under the Ridgeline Cobalt Inc. 2021 Equity Incentive Plan, as amended. There are no other outstanding securities, options, warrants, conversion rights, stock appreciation rights, phantom equity awards, or other agreements or commitments obligating Ridgeline to issue, sell, or otherwise dispose of any shares of its capital stock.
(iii) Authority and Enforceability (Section 3.03). Ridgeline has the requisite corporate power and authority to execute, deliver, and perform its obligations under the Agreement and to consummate the transactions contemplated thereby. The execution, delivery, and performance of the Agreement by Ridgeline and the consummation by Ridgeline of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of Ridgeline, including the unanimous approval of the Ridgeline Board of Directors and the Special Committee thereof.
(iv) No Conflicts; Required Consents (Section 3.04). The execution, delivery, and performance by Ridgeline of the Agreement and the consummation of the transactions contemplated thereby do not and will not result in any violation of, conflict with, or default under any provision of Ridgeline's certificate of incorporation or bylaws, any material contract to which Ridgeline is a party or by which it or its properties are bound, or any applicable law, order, judgment, decree, or governmental regulation, except as have been duly waived or for which all requisite consents have been obtained.
(v) SEC Filings and Financial Statements (Section 3.05). Ridgeline has timely filed all reports, schedules, forms, statements, and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Ridgeline's financial statements included in such filings, including its audited financial statements for the fiscal year ended December 31, 2023, were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved and fairly present in all material respects the financial condition, results of operations, and cash flows of Ridgeline as of the dates and for the periods indicated.
(vi) Title to Mining Properties (Section 3.08). Ridgeline and its subsidiaries have good and valid title to, or valid and enforceable leasehold interests in, all of their material mining properties, including: (A) the Hawk Ridge Project, consisting of Ontario Mining Claims 4271883 through 4271947 (65 claims), comprising approximately 12,400 hectares in the Timiskaming District, Province of Ontario, Canada, held through Ridgeline's wholly owned subsidiary, Ridgeline Cobalt Canada Inc.; and (B) the Iron Lake Project, consisting of Michigan Department of Environment, Great Lakes, and Energy ("Michigan DEQ") Lease Nos. ML-2021-0334 and ML-2021-0335, comprising approximately 3,200 hectares in Baraga County, State of Michigan, in each case free and clear of all liens, encumbrances, and adverse claims other than Permitted Liens (as defined in the Agreement).
(vii) Environmental Compliance (Section 3.09). Ridgeline and its subsidiaries are in compliance in all material respects with all applicable Environmental Laws (as defined in the Agreement) and have obtained and are in compliance in all material respects with all Environmental Permits (as defined in the Agreement) required for the conduct of their respective businesses as currently conducted.
(viii) Material Contracts (Section 3.10). All material contracts to which Ridgeline or any of its subsidiaries is a party, including, without limitation, that certain Convertible Note Indenture dated June 30, 2022, between Ridgeline and Pinnacle Venture Resources Fund II, LP, as holder, governing the terms of the 6.5% Senior Secured Convertible Notes due 2027, are in full force and effect and constitute legal, valid, and binding obligations of Ridgeline or its applicable subsidiary, enforceable in accordance with their respective terms. Neither Ridgeline nor any of its subsidiaries is in default under any such material contract, and no event has occurred that, with or without notice or lapse of time, would constitute a default thereunder.
(ix) Litigation (Section 3.11). There is no action, suit, claim, proceeding, or investigation pending or, to the knowledge of Ridgeline, threatened against or affecting Ridgeline or any of its subsidiaries or any of their respective properties, assets, or rights before any court, arbitrator, or governmental body that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or that would reasonably be expected to prevent, materially delay, or materially impair the ability of Ridgeline to consummate the transactions contemplated by the Agreement.
(x) Tax Matters (Section 3.12). Ridgeline and its subsidiaries have timely filed all Tax Returns (as defined in the Agreement) required to be filed by them and have paid all Taxes (as defined in the Agreement) due and owing. There are no audits, examinations, investigations, or other proceedings pending or threatened in writing with respect to any Taxes of Ridgeline or its subsidiaries that would reasonably be expected to result in a material liability.
The representations and warranties bring-down condition set forth in Section 7.01(c) of the Agreement is therefore satisfied.
Section 5. No Material Adverse Effect
The undersigned hereby certify that, since December 31, 2023 (the date of the most recent audited financial statements of Ridgeline, which were audited by Aldgate Pryor LLP, Certified Public Accountants, with offices at 211 West Fort Street, Suite 500, Detroit, Michigan 48226, and included in Ridgeline's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC), no event, occurrence, development, change, effect, condition, or state of circumstances has occurred or exists that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in Section 1.01 of the Agreement) with respect to Ridgeline or any of its subsidiaries.
Without limiting the generality of the foregoing, the undersigned note the following with respect to the financial condition of Ridgeline:
(a) As of December 31, 2023, Ridgeline reported cash and cash equivalents on hand of approximately $4.6 million, as reflected in its audited balance sheet.
(b) Ridgeline's total indebtedness as of December 31, 2023, consisted of $7,800,000 in aggregate principal amount of 6.5% Senior Secured Convertible Notes due 2027, held by Pinnacle Venture Resources Fund II, LP. No additional indebtedness has been incurred by Ridgeline since that date.
(c) Ridgeline's total revenue for the fiscal year ended December 31, 2023, was approximately $1.2 million, derived primarily from option payments and exploration data licensing fees received from third-party mining companies in connection with the Hawk Ridge and Iron Lake Projects.
(d) Based on the information available to the undersigned, including unaudited interim financial data for the period ended June 30, 2024, provided by Ridgeline's management, Ridgeline's financial condition has not materially deteriorated since December 31, 2023, and the business, operations, properties, and prospects of Ridgeline remain substantially consistent with those reflected in the audited financial statements and the disclosure schedules delivered pursuant to the Agreement.
The no-Material-Adverse-Effect condition set forth in Section 7.01(d) of the Agreement is therefore satisfied.
Section 6. Compliance with Covenants
The undersigned hereby certify that, to the knowledge of the undersigned and based upon the representations of Ridgeline's officers and the confirmation of Ridgeline's outside counsel, Galbraith Haver & Steele LLP, Ridgeline has performed and complied in all material respects with each of the covenants and agreements required to be performed or complied with by it under the Agreement at or prior to the Closing Date, including, without limitation:
(a) Conduct of Business in the Ordinary Course (Section 5.01). From the date of the Agreement through the Closing Date, Ridgeline has conducted its business and the business of its subsidiaries in the ordinary course consistent with past practice and has used commercially reasonable efforts to preserve intact its business organization, to keep available the services of its current officers and key employees, and to maintain satisfactory relationships with its customers, suppliers, licensors, licensees, and other persons having material business relationships with it.
(b) Non-Solicitation (Section 5.03). Ridgeline has complied in all material respects with the non-solicitation covenants set forth in the Agreement, including the obligations not to solicit, initiate, or knowingly encourage or facilitate any inquiry, proposal, or offer constituting or that could reasonably be expected to lead to an Acquisition Proposal (as defined in the Agreement), subject to the fiduciary out provision set forth in Section 5.03(d) of the Agreement. The undersigned are not aware of any Acquisition Proposal having been made to, or solicited by, Ridgeline or its representatives during the period from the date of the Agreement through the Closing Date.
(c) Cooperation with Regulatory Filings and Approvals (Section 5.05). Ridgeline has cooperated with Torchlight in all material respects in connection with the preparation and filing of all notifications, filings, and other documents required to be filed with any governmental authority in connection with the transactions contemplated by the Agreement, including the HSR Act filings and the Investment Canada Act notification referenced in Sections 2 and 3 of this Certificate, as well as the SEC filings relating to the Offer.
The undersigned further note and confirm that the Board of Directors of Ridgeline, acting upon the unanimous recommendation of its Special Committee (comprised of independent directors Samuel Kerensky (Chair), Priya Natarajan, and Claudette Duval, each of whom was determined to be independent under the applicable rules of the NYSE American and the SEC), recommended that the stockholders of Ridgeline accept the Offer and tender their Shares into the Offer. Such recommendation was set forth in Ridgeline's Solicitation/Recommendation Statement on Schedule 14D-9, filed with the SEC on April 5, 2024 (SEC Accession No. 0001193125-24-088234). The undersigned confirm that, as of the Closing Date, the Ridgeline Board of Directors' recommendation has not been withdrawn, amended, modified, or qualified in any manner adverse to Torchlight, and no action has been taken or proposed by the Ridgeline Board of Directors or the Special Committee to withdraw, amend, modify, or qualify such recommendation.
The covenants compliance condition set forth in Section 7.01(e) of the Agreement is therefore satisfied.
Section 7. Additional Confirmations
The undersigned further certify and confirm the following additional matters in connection with the Closing:
7.1 Tender and Support Agreement. The Tender and Support Agreement, dated April 8, 2024 (the "Support Agreement"), by and between Torchlight and Pinnacle Venture Resources Fund II, LP, a Delaware limited partnership (the "Supporting Stockholder"), the general partner of which is Pinnacle Venture Resources GP II, LLC, a Delaware limited liability company (principal: Theodore "Ted" Vanderhoek), with offices at 75 Ashbury Asset Advisors, Suite 1400, Boston, Massachusetts 02109, remains in full force and effect as of the Closing Date. No party to the Support Agreement has breached any material provision thereof, and no event of termination has occurred. Pursuant to the Support Agreement, Pinnacle Venture Resources Fund II, LP has validly tendered, and has not withdrawn, all 3,600,000 Shares of RCI common stock beneficially owned by it (representing approximately 20.0% of the Shares outstanding) into the Offer. Hargrove Depositary Services, Inc. has confirmed receipt of the letters of transmittal and certificates (or agent's messages for book-entry transfers) representing all 3,600,000 Shares tendered by the Supporting Stockholder.
7.2 Repayment of Convertible Notes. Arrangements have been made, and all conditions precedent thereto have been satisfied, for the repayment at the Closing of the outstanding $7,800,000 in aggregate principal amount of 6.5% Senior Secured Convertible Notes due 2027, held by Pinnacle Venture Resources Fund II, LP, at par plus accrued and unpaid interest. The accrued interest has been calculated as follows:
Principal: $7,800,000 Annual Interest Rate: 6.5% Accrual Period: January 1, 2024 through July 16, 2024 (198 days) Accrued Interest: $7,800,000 × 6.5% × (198 / 365) = $275,014 Total Payoff Amount: $8,075,014
The total payoff amount of $8,075,014 will be wired on the Closing Date to the account designated by Pinnacle Venture Resources Fund II, LP in its payoff letter dated July 12, 2024, and upon receipt of such payment, the convertible notes will be deemed satisfied, cancelled, and discharged in full, and all security interests granted by Ridgeline in favor of Pinnacle Venture Resources Fund II, LP as collateral for the notes will be automatically released.
7.3 Indemnification Escrow. On the Closing Date, the sum of $9,000,000 is being deposited by Torchlight into escrow with Clearmont National Bank, N.A., with offices at 300 Delaware Avenue, Suite 700, Wilmington, Delaware 19801, acting as escrow agent, into Escrow Account No. 4410-7832-001, pursuant to the terms and conditions of the Escrow Agreement dated as of the Closing Date (the "Escrow Agreement"), by and among Torchlight, the Stockholder Representative (as defined in the Agreement), and Clearmont National Bank, N.A. The escrowed funds will serve as the primary source of recovery for any indemnification claims asserted by Torchlight pursuant to Article IX of the Agreement, subject to the terms and limitations set forth therein and in the Escrow Agreement.
7.4 Sufficiency of Funds. Torchlight has sufficient funds available to consummate the Offer, pay the aggregate Offer consideration, repay the convertible notes, fund the indemnification escrow, pay all fees, expenses, and other amounts required to be paid at or in connection with the Closing, and effect the short-form merger. The sources of funds for the Closing are as follows:
(a) Cash on Hand. Torchlight has unrestricted cash on hand in an amount sufficient to fund a portion of the Closing consideration.
(b) Revolving Credit Facility Draw. Torchlight has drawn C$40,000,000 (approximately US$29,200,000 at a spot exchange rate of C$1.00 = US$0.73 as of July 15, 2024) on its existing C$500,000,000 senior unsecured revolving credit facility with Meridian Commercial Bank, N.A., with offices at 383 Madison Avenue, New York, New York 10179 (the "Credit Facility"), established pursuant to the Credit Agreement dated September 15, 2022 (as amended), with a maturity date of September 15, 2027. Following the draw, Torchlight has remaining availability under the Credit Facility in excess of C$400,000,000. No event of default has occurred under the Credit Facility, and no condition to borrowing thereunder has failed to be satisfied.
7.5 Aggregate Offer Consideration. The aggregate Offer consideration for all 18,000,000 outstanding Shares of RCI common stock is $45,000,000, calculated as 18,000,000 Shares multiplied by the Offer price of $2.50 per Share in cash, without interest and less any applicable withholding taxes. Payment for Shares accepted for payment in the Offer will be made through Hargrove Depositary Services, Inc., acting in its capacity as depositary and paying agent for the Offer, promptly following the acceptance of such Shares for payment.
Section 8. Short-Form Merger Qualification
The undersigned hereby certify that, following the acceptance of the 16,740,000 validly tendered and not withdrawn Shares for payment pursuant to the Offer, Torchlight will own 16,740,000 of the 18,000,000 Shares of RCI common stock outstanding, representing approximately 93.0% of all outstanding Shares.
This ownership level exceeds the 90% threshold required for a short-form merger under Section 253 of the Delaware General Corporation Law ("DGCL"), which permits a parent corporation owning at least 90% of the outstanding shares of each class of a subsidiary corporation's stock to merge with and into such subsidiary (or the subsidiary into the parent) without the vote or consent of the stockholders of either corporation.
Torchlight intends to effect the short-form merger (the "Merger") on the Closing Date, July 16, 2024, pursuant to which (a) Ridgeline will be merged with and into Torchlight Cobalt Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Torchlight (the "Merger Sub"), with Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Torchlight; (b) each remaining Share of RCI common stock not already owned by Torchlight or Merger Sub (excluding Shares as to which appraisal rights have been properly perfected and not withdrawn under Section 262 of the DGCL) will be automatically converted into the right to receive $2.50 per Share in cash, without interest and less any applicable withholding taxes; and (c) Ridgeline will thereupon cease to exist as a separate corporate entity.
A Certificate of Merger, duly executed by an authorized officer of Merger Sub in accordance with Section 253 of the DGCL, will be filed with the Secretary of State of the State of Delaware on the Closing Date, and the Merger will become effective upon the filing thereof (or at such later time as may be specified in the Certificate of Merger).
Section 9. No Other Conditions Outstanding
The undersigned hereby certify that, as of the Closing Date, each of the conditions to the Offer and the subsequent short-form Merger set forth in Article VII of the Agreement (and in Annex A thereto) has been duly satisfied or, to the extent permitted under the terms of the Agreement, waived by Torchlight, and no condition to the Closing remains outstanding or unsatisfied.
Without limiting the foregoing, the undersigned confirm that Torchlight has not waived any condition to the Closing, as each condition has been independently satisfied as described in Sections 1 through 8 of this Certificate and as evidenced by the documents, certificates, opinions, and other instruments delivered to Torchlight on or prior to the Closing Date.
Torchlight is prepared to, and hereby confirms that it will, (a) accept all validly tendered and not withdrawn Shares for payment promptly following the execution and delivery of this Certificate, (b) cause Hargrove Depositary Services, Inc. to make payment of the Offer consideration of $2.50 per Share in respect of all such accepted Shares, and (c) consummate the short-form Merger effective as of the Closing Date, all in accordance with the terms and conditions of the Agreement and applicable law.
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EXECUTION PAGE
IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as of July 16, 2024, solely in their capacities as officers of Torchlight Mining Corp. and not in their individual capacities.
TORCHLIGHT MINING CORP.
By: ________
Name: Henrik Aldermann
Title: Chief Executive Officer
Date: July 16, 2024
TORCHLIGHT MINING CORP.
By: ________
Name: Marguerite Soo-Chan
Title: Chief Financial Officer
Date: July 16, 2024
Address for Notices to Torchlight:
Torchlight Mining Corp. 1200 – 885 West Georgia Street Vancouver, British Columbia V6C 3E8 Canada
Attention: Henrik Aldermann, Chief Executive Officer
Telephone: +1 (604) 555-0140
Email: haldermann@torchlightmining.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 900 Third Avenue, 28th Floor New York, New York 10022
Attention: Beatrice Holloway
Telephone: +1 (212) 555-0275
Email: bholloway@calderwoodharkness.com
Component | Number of Shares
Common shares outstanding | 18,000,000
Shares issuable upon conversion of $7,800,000 in 6.5% Senior Secured Convertible Notes due 2027, held by Pinnacle Venture Resources Fund II, LP (convertible at $2.00 per share) | 3,900,000
Shares issuable upon exercise of outstanding options and warrants | 1,100,000
Total fully diluted shares | 23,000,000

OFFICER'S CERTIFICATE

EXECUTION PAGE

TORCHLIGHT MINING CORP.

TORCHLIGHT MINING CORP.

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