Contract analysis

I. Executive Summary Hargrove Forensic Advisory LLC ("Hargrove") was retained by Calderwood & Harkness LLP ("Calderwood & Harkness") on July 1, 2022, on behalf of Torchlight Mining Corp. ("TMC"), to conduct an independent economic analysis of the volume of commerce affected by the conduct under investigation by the Antitrust Division of the U.S. Department of Justice (the "DOJ"). This engagement was undertaken in the

1. Torchlight Mining Corp. ("TMC") — a Canadian-domiciled mining and specialty-minerals company with its U.S. Specialty Minerals Division based in Reno, Nevada;

2. Ridgecrest Minerals Inc. ("Ridgecrest") — a Delaware corporation headquartered in Denver, Colorado, and a portfolio company of Marlowe Asset Management Peak Capital Partners LP; and

3. Pinnacle Earth Resources Ltd. ("Pinnacle") — an Ontario corporation headquartered in Sudbury, Ontario, with U.S. operations based in Salt Lake City, Utah. Based on the analysis described in detail in this report, the principal findings are as follows: • Total affected commerce across all three identified participants during the conspiracy period (January 2017 – August 2021): approximately USD 1.34 billion. • TMC's

II. Qualifications of Dr. Vanessa Tremblay A. Professional Background Dr. Vanessa Tremblay is the Engagement Partner at Hargrove Forensic Advisory LLC, a boutique consulting firm headquartered in Chicago, Illinois, that specializes in forensic economic analysis, antitrust litigation support, and regulatory investigation consulting. Hargrove was founded in 2008 and currently employs 42 professionals, including 11 Ph.D

III. Scope and Methodology A. Scope of Engagement The scope of Hargrove's engagement encompasses the following analytical objectives:

1. Quantification of TMC's Affected Commerce. Analyze the volume of U.S. commerce affected by the alleged conspiracy by quantifying TMC's U.S. sales of the three product categories at issue — high-purity feldspar, industrial talc, and rare-earth concentrates — during the alleged conspiracy period of approximately January 2017 through August 2021.

2. Determination of TMC's Share. Determine TMC's share of total affected commerce during the conspiracy period, expressed both as an absolute dollar figure and as a percentage of total affected commerce across all identified participants.

3. Estimation of Total Affected Commerce. Estimate total affected commerce across all three identified participants — TMC, Ridgecrest Minerals Inc., and Pinnacle Earth Resources Ltd. — during the conspiracy period. Because Hargrove did not have access to Ridgecrest's or Pinnacle's confidential internal transactional data, the estimates for those entities are derived from publicly available financial disclosures, indu

4. Penalty Calculation Support. Provide analysis to support penalty calculation discussions under the DOJ Antitrust Division's sentencing guidelines and enforcement policies, including presentation of base fine calculations and cooperation-credit scenarios. The scope of this engagement does not include an assessment of whether a violation of the Sherman Act or other antitrust laws occurred, a determination of the sta

1. TMC Internal Data The primary foundation of this analysis is detailed transactional sales data from TMC's U.S. Specialty Minerals Division for fiscal years 2015 through 2022. This data was extracted from TMC's enterprise resource planning ("ERP") systems — specifically, the Harborline Software platform used by TMC's U.S. subsidiary, Torchlight Mining (U.S.) Inc. The ERP data extraction was performed by TMC's infor

2. Ridgecrest Minerals Inc. Data Ridgecrest Minerals Inc. is a privately held company organized as a Delaware corporation and headquartered in Denver, Colorado. Ridgecrest is a portfolio company of Marlowe Asset Management Peak Capital Partners LP, a private equity fund. Because Ridgecrest is not publicly traded and is not a reporting issuer under the Securities Exchange Act of 1934, its financial disclosures are lim

3. Pinnacle Earth Resources Ltd. Data Pinnacle Earth Resources Ltd. is a publicly traded company organized under the laws of Ontario, Canada, with shares listed on the Toronto Stock Exchange (TSX: PER). Pinnacle files periodic and continuous disclosure documents with Canadian securities regulators through SEDAR+. Hargrove's analysis of Pinnacle's affected commerce is based on the following sources: • Pinnacle's publi

4. Industry Data Hargrove relied on the following industry-level data sources to validate and supplement the company-specific data described above: • NASMC Quarterly Pricing Benchmark Reports (2015–2022): These reports, published by the North American Specialty Minerals Council, provide quarterly pricing data for major specialty-mineral product categories, including high-purity feldspar, industrial talc, and rare-ear

5. Cascade Chemical Supply Co. Data Cascade Chemical Supply Co. ("Cascade") is a downstream distributor and processor of specialty minerals headquartered in Spokane, Washington. Cascade's president is Leonard Massey. Based on information provided by Calderwood & Harkness, Cascade entered into a cooperation agreement with the DOJ on approximately September 15, 2021. Cascade is not alleged to have participated in the p

1. Lack of Access to Co-Conspirator Data. Hargrove did not have access to Ridgecrest's or Pinnacle's internal transactional data. The affected-commerce estimates for those entities are based on publicly available financial disclosures, industry data, and market-share analysis. These estimates are inherently less precise than the TMC affected-commerce figure, which is based on direct analysis of TMC's internal records

2. Conspiracy Period Boundaries. The conspiracy period boundaries used in this analysis — approximately January 2017 through August 2021 — are based on the DOJ's allegations as communicated to Calderwood & Harkness. Hargrove did not independently determine the start date or end date of the alleged conspiracy. If the DOJ's determination of the conspiracy period is subsequently modified, the affected-commerce figures w

3. Draft Status. This is a draft report prepared for purposes of discussion with the DOJ Antitrust Division. Certain figures and estimates may be refined upon receipt of additional data, documents, or information, or in response to DOJ feedback. Hargrove reserves the right to supplement or amend this report.

4. Scope of Products. The analysis is limited to U.S. sales of high-purity feldspar, industrial talc, and rare-earth concentrates, consistent with the product scope of the DOJ's investigation as understood by Calderwood & Harkness. If the product scope were to be expanded or narrowed, the affected-commerce figures would change.

5. Exchange Rate Sensitivity. To the extent that Pinnacle's revenues are denominated in Canadian dollars, the U.S. dollar equivalent is sensitive to the exchange rate used. The use of average annual exchange rates is a standard approach, but alternative exchange rate methodologies (e.g., transaction-date rates) could yield modestly different results.

IV. Market Overview: North American Specialty Minerals A. Industry Structure The North American specialty-minerals market encompasses a broad range of industrial minerals that are extracted, processed, and sold for use in manufacturing, construction, ceramics, glass production, electronics, chemical processing, and various other applications. Specialty minerals are distinguished from bulk commodity minerals (such as

V. TMC's Affected Commerce: Detailed Analysis A. Overview of TMC U.S. Specialty Minerals Division Sales TMC's U.S. Specialty Minerals Division is the relevant business unit for purposes of this affected-commerce analysis. The Division, operated through Torchlight Mining (U.S.) Inc. and headquartered in Reno, Nevada, is responsible for all U.S. sales of TMC's specialty-mineral products, including high-purity feldspar,

VI. Total Affected Commerce: All Participants A. Methodology for Estimating Ridgecrest and Pinnacle Affected Commerce As noted above, Hargrove did not have access to the internal transactional data of Ridgecrest Minerals Inc. or Pinnacle Earth Resources Ltd. The affected-commerce estimates for those entities are therefore derived from publicly available financial disclosures, industry data, and market-share analysis.