Contract analysis

I. INTRODUCTION AND PURPOSE Calderwood & Harkness LLP respectfully submits this written cooperation proffer on behalf of its client, Torchlight Mining Corp. ("TMC" or "Torchlight"), in connection with the above-referenced grand jury investigation. TMC is a corporation organized under the Canada Business Corporations Act (CBCA Corporation No. 7841526-1), with its registered office at 200 Bay Street, Suite 3400, Toront

II. BACKGROUND OF THE INVESTIGATION A. Nature of the Investigation The Antitrust Division of the U.S. Department of Justice opened Grand Jury Investigation No. GJ-22-0194 in the United States District Court for the Northern District of California, San Francisco Division, on or about February 10, 2022. The investigation concerns suspected violations of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the North American

III. TMC'S COOPERATION WITH THE INVESTIGATION TMC's cooperation with the Antitrust Division's investigation has been voluntary, timely, and comprehensive. From the outset, TMC has treated cooperation as a priority and has devoted substantial resources — both financial and organizational — to ensuring that the Division has access to the information it needs to carry out its investigation effectively. This section desc

1. First Grand Jury Subpoena (GJ-22-0194-SD-003) To ensure that its document collection and production efforts met the highest standards of forensic integrity and completeness, TMC retained Redstone Digital Forensics Inc. ("Redstone") on March 15, 2022. Redstone is a nationally recognized digital forensics and e-discovery firm based at 7925 Jones Branch Drive, Suite 600, McLean, Virginia 22102. The engagement was ove

2. Scope and Thoroughness TMC's document collection and production efforts went beyond the strict specifications of the grand jury subpoena to ensure completeness and to demonstrate good faith. In particular: • TMC proactively identified and collected documents from personal devices and non-standard communication repositories that were not expressly called for by the subpoena but that TMC reasonably believed could co

IV. SUMMARY OF INTERNAL INVESTIGATION FINDINGS A. Scope and Methodology Calderwood & Harkness commenced a comprehensive internal investigation on behalf of TMC in March 2022, shortly after its engagement in this matter. The investigation was designed to develop a thorough and accurate factual record of the conduct at issue, to identify the individuals involved, to assess the knowledge and involvement of TMC managemen

V. TMC'S FINANCIAL PROFILE AND AFFECTED COMMERCE A. TMC's Business TMC is a large, diversified mining and specialty-minerals company with operations spanning four countries. For fiscal year 2021, TMC reported consolidated revenue of CAD 4.27 billion (approximately USD 3.38 billion at prevailing exchange rates) and EBITDA of CAD 812 million. TMC operates 14 mines across Canada, the United States, Brazil, and Australia

VI. REMEDIATION EFFORTS A. Personnel Actions The individual primarily responsible for the alleged anticompetitive conduct, Gavin Holt, resigned from TMC effective September 30, 2021. Mr. Holt's departure preceded the commencement of Grand Jury Investigation No. GJ-22-0194 by approximately four months and preceded TMC's receipt of the grand jury subpoena by approximately four and one-half months. While the circumstanc

VII. MITIGATING FACTORS SUPPORTING RESOLUTION SHORT OF PROSECUTION TMC respectfully submits that the totality of circumstances — when assessed under the Division's published criteria for evaluating corporate disposition, including the Principles of Federal Prosecution of Business Organizations and the Division's policy guidance on cooperation credit and compliance programs — supports the resolution of this investigat

VIII. PROPOSED RESOLUTION In light of the foregoing, TMC respectfully submits that the appropriate disposition of Grand Jury Investigation No. GJ-22-0194, as it pertains to Torchlight Mining Corp., is a non-prosecution agreement. TMC is prepared to negotiate in good faith regarding the terms of an NPA, including:

1. Monetary Payment. TMC is prepared to negotiate a monetary payment reflecting TMC's affected commerce (estimated at USD 478 million), with appropriate credit for TMC's cooperation and remediation efforts. TMC understands that the Division will apply its standard methodologies for calculating fines and penalties in Section 1 cases and reserves the right to present argument regarding the appropriate calculation.

2. Cooperation Obligations. TMC is prepared to accept continuing cooperation obligations for a defined period, including the obligation to make witnesses available, to respond to additional document requests, and to provide factual information in connection with the Division's investigation and prosecution of other e