Contract analysis

I. PURPOSE This memorandum documents the results of the conflict-of-interest check conducted by the Antitrust & Competition Practice Group in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Torchlight Mining Corp. ("TMC" or "Torchlight") in the defense of a grand jury investigation initiated by the Antitrust Division of the United States Department of Justice (t

II. PROPOSED CLIENT INFORMATION The following information was gathered from publicly available sources, TMC's corporate filings, and information provided directly by Ms. Anand during her initial communications with the Firm. This information was used to populate the conflict-check queries described in Sections IV and V below. Full Legal Name: Torchlight Mining Corp. Entity Type: Corporation organized and existing und

III. DESCRIPTION OF THE MATTER The following is a summary of the matter in connection with which TMC seeks representation by Calderwood & Harkness LLP. This summary is based on information provided by Ms. Anand and on the face of Grand Jury Subpoena Duces Tecum No. GJ-22-0194-SD-003. Nature of the Investigation. The Antitrust Division of the United States Department of Justice has formally opened a grand jury investi

1. Responding to Grand Jury Subpoena Duces Tecum No. GJ-22-0194-SD-003, including negotiation of the production schedule and scope with DOJ counsel, document collection, review for responsiveness and privilege, and production.

2. Conducting an internal investigation on behalf of TMC to assess the facts underlying the DOJ's investigation, identify relevant witnesses and documents, and advise TMC on its exposure and strategic options.

3. Preparing TMC personnel for potential grand jury testimony or voluntary witness interviews.

4. Conducting privilege review of documents and communications, including identification and assertion of attorney-client privilege and work-product protections.

5. Advising TMC on the design and implementation of compliance remediation measures to strengthen TMC's antitrust-compliance program.

6. As necessary, negotiating a potential resolution with the DOJ, which could include a plea agreement, deferred prosecution agreement, non-prosecution agreement, or other disposition, depending on the outcome of the internal investigation and TMC's strategic determinations.

IV. PARTIES CHECKED The Firm's conflict-checking system, IntegrityCheck™ (the Firm's proprietary client-and-matter database, maintained by the Office of the General Counsel and the Conflicts Department, which captures current and former client engagements, adverse parties, interested parties, affiliated entities, and key individual contacts for all matters opened since the Firm's founding), was queried on February 15

1. Ridgecrest Minerals Inc. Full Legal Name: Ridgecrest Minerals Inc. Entity Type: Corporation organized and existing under the laws of the State of Delaware. Headquarters: 1700 Lincoln Street, Suite 4200, Denver, Colorado 80203. FY 2021 Revenue: Approximately USD 1.92 billion. Ownership: Ridgecrest is a portfolio company of Marlowe Asset Management Peak Capital Partners LP, a Delaware limited partnership and Denver-

2. Pinnacle Earth Resources Ltd. Full Legal Name: Pinnacle Earth Resources Ltd. Entity Type: Corporation organized and existing under the laws of the Province of Ontario, Canada. Headquarters: 85 Elm Street West, Suite 600, Sudbury, Ontario P3C 1T3, Canada. Pinnacle's U.S. operations are headquartered at 222 South Main Street, Suite 1500, Salt Lake City, Utah 84101. FY 2021 Revenue: Approximately CAD 1.45 billion (ap

3. Cascade Chemical Supply Co. (Cooperating Witness Entity) Full Legal Name: Cascade Chemical Supply Co. Entity Type: Corporation organized and existing under the laws of the State of Washington. Headquarters: 901 West Riverside Avenue, Suite 300, Spokane, Washington 99201. Key Personnel: • Leonard Massey, President. Mr. Massey is the principal executive of Cascade and, based on information from Ms. Anand, is believe

1. Gavin Holt Title and Role: Former Vice President, U.S. Specialty Minerals Sales, Torchlight Mining Corp. Mr. Holt led TMC's commercial pricing function for the U.S. Specialty Minerals Division from approximately 2016 through 2021. He was directly responsible for setting prices, negotiating customer contracts, and managing TMC's relationships with major industrial purchasers in the feldspar, talc, and rare-earth co

2. Sandra Chu Title and Role: Director, Pricing Analytics, U.S. Specialty Minerals Division, Torchlight Mining Corp. Ms. Chu reported directly to Gavin Holt during the alleged conspiracy period and remains employed by TMC in her current role. Ms. Chu was responsible for analyzing market data, preparing pricing recommendations, and implementing pricing decisions within the U.S. Specialty Minerals Division. Role in Inv

3. Thomas Eriksen Title and Role: Regional Sales Manager (Western Region), U.S. Specialty Minerals Division, Torchlight Mining Corp. Mr. Eriksen manages TMC's sales relationships with customers in the western United States and remains employed by TMC. Role in Investigation: Mr. Eriksen attended certain NASMC quarterly trade-association conferences during the alleged conspiracy period, including conferences in Scottsd

4. Priya Anand Title and Role: General Counsel, Torchlight Mining Corp. Ms. Anand oversees TMC's global legal function and has been responsible for directing TMC's initial response to the investigation, including issuing document-preservation notices, conducting a preliminary internal review of relevant records, and engaging Calderwood & Harkness as outside counsel. Role in Investigation: Ms. Anand is not believed to

5. Søren Dalmqvist Title and Role: Chief Executive Officer, Torchlight Mining Corp. Mr. Dalmqvist has served as TMC's CEO since 2019 and is the ultimate decision-maker on matters of corporate strategy, including decisions relating to cooperation with the DOJ, settlement, and any potential plea or resolution. Role in Investigation: Based on information provided by Ms. Anand, Mr. Dalmqvist is not believed to have had a

V. CROSS-PRACTICE AND CROSS-OFFICE CHECK In addition to the party-specific searches described in Section IV above, the undersigned conducted a comprehensive cross-practice and cross-office check across all Calderwood & Harkness offices — including San Francisco, New York, Washington, D.C., London, Hong Kong, and all other domestic and international offices — to identify any engagement, whether current or recently clo

1. Industry-specific representations. Any current representation of a participant in the specialty-minerals industry — whether as a mining company, chemical processor, distributor, or customer — in any antitrust matter, regulatory investigation, or litigation that could create a positional conflict with TMC's defense of the DOJ investigation. For example, if the Firm were currently representing a purchaser of special

2. Adverse representations. Any current representation of a party that is adverse to TMC in any unrelated matter — such as a commercial dispute, contract negotiation, or regulatory proceeding — that could create a concurrent-client conflict under Rule 1.7 of the California Rules of Professional Conduct or the ABA Model Rules.

3. DOJ Antitrust Division matters. Any current matter in which the Firm represents a client in connection with a DOJ Antitrust Division investigation or enforcement action in which TMC, Ridgecrest Minerals Inc., Pinnacle Earth Resources Ltd., or Cascade Chemical Supply Co. is a relevant party, witness, subject, or target.

4. Related investigations. Any current matter involving an investigation by a foreign competition authority (such as the Competition Bureau of Canada, the European Commission's Directorate-General for Competition, or the Australian Competition and Consumer Commission) into the specialty-minerals sector that could be related to the U.S. DOJ investigation, and in which the Firm's representation of a party in the foreig

VI. ETHICAL SCREENS AND MONITORING RECOMMENDATIONS Based on the comprehensive conflict review documented in Sections IV and V above, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the proposed representation of Torchlight Mining Corp. in connection with the DOJ Antitrust Division grand jury investigation, Grand Jury No. GJ-22-0194, N.D. Cal. Notwithstandin

1. Entity-Individual Conflict Monitoring. The engagement team must continuously monitor for potential conflicts between the interests of TMC as an entity and the interests of individual TMC officers, directors, and employees whose conduct is at issue in the investigation. This monitoring obligation is particularly acute with respect to: (a) Gavin Holt (former VP, U.S. Specialty Minerals Sales) — Mr. Holt is the TMC i

2. Joint-Defense Agreement with Gavin Holt's Counsel. If Mr. Holt retains separate personal counsel, the engagement team should assess the desirability and risks of entering into a joint-defense or common-interest agreement with Mr. Holt's counsel. Such an arrangement could facilitate the sharing of information and the coordination of defense strategies, but it also carries risks — most significantly, the risk that i

3. Joint-Defense Agreements with Co-Subject Counsel. If TMC considers entering into a joint-defense or common-interest agreement with counsel for Ridgecrest Minerals Inc. (Davenport, Kline & Archer LLP) or Pinnacle Earth Resources Ltd. (Ashford Whitmore LLP), a fresh conflict check must be conducted at that time. The formation of a joint-defense arrangement creates new obligations and potential conflicts that are not

4. Expansion of Investigation. If the DOJ investigation expands to encompass additional entities or individuals — whether as targets, subjects, or witnesses — this conflict check must be updated to account for the new parties. Such an expansion could occur if, for example, the DOJ identifies additional competitors in the specialty-minerals sector as participants in the alleged conspiracy, or if the DOJ broadens the i

5. Information Barriers. The engagement team must maintain appropriate information barriers to prevent the inadvertent receipt of privileged or confidential information from Ridgecrest Minerals Inc., Pinnacle Earth Resources Ltd., or Cascade Chemical Supply Co. (or their respective counsel) unless and until a formal joint-defense, common-interest, or information-sharing arrangement has been executed. Any unsolicited

VII. CONCLUSION AND CLEARANCE Based on the foregoing review of the Firm's IntegrityCheck™ conflict-checking database, the party-specific analysis set forth in Section IV, and the cross-practice and cross-office check documented in Section V, it is the conclusion of the undersigned that Calderwood & Harkness LLP is cleared to undertake the representation of Torchlight Mining Corp. in connection with the DOJ Antitrust

VIII. APPROVALS Prepared by: ________________________________________ Aaron Liu Associate, Antitrust & Competition Practice Group Calderwood & Harkness LLP Date: February 16, 2022 ________________________________________ Monica Reyes Associate, Antitrust & Competition Practice Group Calderwood & Harkness LLP Date: February 16, 2022 Reviewed and Approved by: ________________________________________ Elaine Forsythe Res