Midnight Sun Mining : OTCQB Certification

OTCQB Certification

I, Matt MacKenzie, Corporate Secretaryof Midnight Sun Mining Corp.("the Company"), certify that:

1. The Company is registered or required to file periodic reporting with the SEC or is exempt from SEC registration as indicated below (mark the box below that applies with an "X"):

[☐]Company is registered under Section 12(g) of the Exchange Act

[☐]Company is relying on Exchange Act Rule 12g3-2(b)

[☐]Company is a bank that reports to a Bank Regulator under Section 12(i) of the Exchange Act

[☐]Company is a bank that is non-SEC reporting but is current in its reporting to a Banking Regulator

[☐]Company is reporting under Section 15(d) of the Exchange Act.

[☐]Company is reporting under the Alternative Reporting Company Disclosure Guidelines

[☐]Company is reporting under Regulation A (Tier 2)

[☐]Other (describe)

1. The Company is current in its reporting obligations as of the most recent fiscal year end and any subsequent quarters, and such information has been posted either on the SEC's EDGAR system or the OTC Disclosure & News Service, as applicable.
2. The Company Profile displayed onwww.otcmarkets.comis current and complete as of November 9, 2021and includes the total shares outstanding, authorized, and in the public float as of that date.
3. The share information below is for the primary OTCQB traded security as of the latest practicable date:

Trading Symbol		MDNGF
The data in this chart is as of:		November 9, 2021
Shares Authorized	(A)	135,741,809
Total Shares Outstanding	(B)	113,004,014
Number of Restricted Shares (SEE NOTE 1 BELOW)	(C)	0
Unrestricted Shares Held by Officers, Directors, 10% Control Persons & Affiliates	(D)	12,034,018
Public Float: Subtract Lines C and D from Line B	(E)	100,969,996
% Public Float: Line E Divided by Line B (as a %) (SEE NOTE 2 BELOW)	(F)	89%
Number of Beneficial Shareholdersof at least 100 shares (SEE NOTE 3 BELOW)	(G)	600+

NOTE 1: Restricted Shares means securities that are subject to resale restrictions for any reason. Your transfer agent should be able to provide the total number of restricted securities.

NOTE 2: Public Float means the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "10 percent Control Person"), or any Affiliates thereof, or any Family Members of officers, directors and control persons. Family Member shall mean a Person's spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such Person's home. OTCQB traded securities are required to have a freely traded public float of at least 10% of the shares outstanding, unless an exemption applies.

NOTE 3: Beneficial Shareholder means any person who, directly or indirectly has or shares voting power of such security or investment power, which includes the power to dispose, or to direct the disposition of, such security. OTCQB traded securities are required to have at least 50 beneficial shareholders, unless an exemption applies.

5. The company is duly organized, validly existing and in good standing under the laws of British Columbia / Canadain which the Company is organized or does business.

OTC Markets Group Inc.

OTCQB Certification (v. 3.0 June 23, 2020)

1. The following is a complete list of any law firm(s) and attorney(s) that acted as the Company's primary legal counsel in preparing its most recent annual report. Include the firm and attorney(s) name if outside counsel, or name and title if internal counsel. (If no attorney assisted in putting together the disclosure, identify the person(s) who prepared the disclosure and their relationship to the company.) Please also identify any other attorney, if different than the primary legal counsel, that assisted the company during the prior fiscal year on any matter including but not limited to, preparation of disclosure, press releases, consulting services, corporate action or merger assistance, etc.
   Cory Kent, McMillan LLP
2. The following is a complete list of third party providers, including names and addresses, engaged by the Company, its officers, directors or controlling shareholders, at any time during the last complete fiscal year and any interim period between the last fiscal year end and the date of this OTCQB Certification, to provide investor relations services, public relations services, marketing, brand awareness, consulting, stock promotion, or any other related services to the Company. Please describe the services provided by each third party provider listed below.

Stock Marketing Inc. - Social Media Awareness -- Kaye Wynn Consulting - Investor Relations consulting -- Stockhouse Publishing - Awarness -- Investor News Network - Awareness

8. Convertible Debt

The following is a complete list of all promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities that were issued or outstanding at any time during the last complete fiscal year and any interim period between the last fiscal year end and the date of this OTCQB Certification:

[☒]Check this box if there were no promissory notes, convertible notes, or other convertible debt arrangements issued or outstanding at any point during this time period.

Date of	Outstanding	Principal	Interest	Maturity	Conversion Terms	# Shares	Name of Noteholder (entities	Reason for
Note	Balance ($)	Amount at	Accrued	Date	(e.g. pricing	Converted	must have individual with voting	Issuance (e.g.
Issuance		Issuance ($)	($)		mechanism for	to Date	/ investment control disclosed).1	Loan, Services,
					determining			etc.)
					conversion of
					instrument to
					shares)

Use the space below to provide any additional details, including footnotes to the table above:

9. Officers, Directors and 5% Control Persons

1 International Reporting Companies may elect not to disclose the names of noteholders who are non-affiliates of the company. "Affiliate" is a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, an officer, a director, or a shareholder beneficially-owning 10 percent or more of the Company's outstanding shares.

OTC Markets Group Inc.

OTCQB Certification (v. 3.0 June 23, 2020)

The following is a complete list of Officers, Directors and 5% Control Persons (control persons are beneficial owners five percent (5%) or more of any class of the issuer's equity securities), including name, address, and number of shares owned. Options and warrants that can be converted into common shares within the next 60 days should be included in the shareholdings listed below. If any of the beneficial shareholders are corporate entities, provide the name and address of the person(s) owning or controlling such corporate entities.

Name	City and State (and	Number of Shares Owned	Percentage of Class
		Country if outside US)	(list common, warrants and	of Shares Owned
			options separately)
Allan Fabbro	Vancouver, B.C. Canada	3,760,000	2.77%
Brett Richards	Goodwood, O.N. Canada	9,857,334	7.26%
Robert Sibthorpe	Missisauga, O.N.Canada	1,380,000	1.02
Richard Mazur	Delta, B.C.Canada	635,000	0.47%
Wayne Moorhouse	Vancovuer, B.C.Canada	1,062,500	0.78%
Matthew MacKenzie	North Vancouver,	1,989,184	1.47%
		B.C.Canada
Alastair Brownlow	Vancouver, B.C.Canada	nil	nil
Zambia Goldcommon	Lusaka, Zambia	8,437,500	7.47%
Mining Development Co Ltd
Jinyang Ye
10.	Certification
	Date: November 9, 2021

Name of Certifying CEO or CFO: Allan Fabbro

Title: CEO

Signature: "/s/[AL FABBRO]"

(Digital Signatures should appear as "/s/ [OFFICER NAME]")

OTC Markets Group Inc.

OTCQB Certification (v. 3.0 June 23, 2020)