Contract analysis

I. Purpose of Memorandum The purpose of this memorandum is to provide Torchlight Mining Corp. ("TMC") General Counsel Priya Anand with a comprehensive status update on the document collection, review, and production efforts undertaken by Calderwood & Harkness LLP ("C&H" or the "Firm") in response to Grand Jury Subpoena Duces Tecum No. GJ-22-0194-SD-003, which was served on TMC on February 14, 2022, by the Antitrust D

1. Summarize the volumes of documents collected from TMC's data systems and custodians, the documents reviewed to date by the C&H review team, the documents produced to the DOJ through rolling productions, and the documents withheld on privilege grounds, all as of the date of this memorandum.

2. Report on the current status of the privilege review and the privilege log, including the number of privilege entries logged and any outstanding privilege-related issues that warrant TMC's attention.

3. Provide an anticipated timeline for the completion of the remaining rolling productions to the DOJ, including estimated completion dates for first-pass relevance review and second-pass privilege review.

4. Identify specific outstanding issues and action items that require the attention and involvement of TMC's General Counsel office, its Information Technology department, and other internal stakeholders. This memorandum should be read in conjunction with prior communications from C&H to TMC regarding the subpoena, including the Subpoena Analysis Memorandum dated February 28, 2022, the Data Collection Protocol dated

II. Background On February 10, 2022, the Antitrust Division of the United States Department of Justice formally opened Grand Jury Investigation No. GJ-22-0194 before the United States District Court for the Northern District of California, San Francisco Division. The investigation concerns suspected violations of Section 1 of the Sherman Act, 15 U.S.C. § 1, specifically price-fixing, market allocation, and bid-riggin

III. Scope of Subpoena and Document Categories Grand Jury Subpoena No. GJ-22-0194-SD-003 demands a broad range of documents and ESI across multiple categories. A detailed analysis of each subpoena specification was provided to TMC in C&H's Subpoena Analysis Memorandum dated February 28, 2022. For purposes of this production status update, the key document categories demanded by the subpoena are recapitulated below. T

IV. Data Collection Status A. Custodian Universe As set forth in the Data Collection Protocol finalized on March 18, 2022, a total of thirty-four (34) custodians were identified for data collection. The custodian universe was developed through a systematic process involving consultations with TMC's General Counsel office, TMC's Human Resources department, and TMC's Information Technology department, as well as C&H's

1. TMC Corporate Email (Strathmore Data Systems / Ashbury Software). Forensic collection of email mailboxes for all thirty-four (34) custodians, including active mailboxes and archived mailboxes, from TMC's Strathmore Data Systems and Ashbury Software environment. Collections were performed using industry-standard forensic collection tools, with chain-of-custody documentation maintained for each collection.

2. Shared Network Drives — U.S. Specialty Minerals Division. Collection of documents stored on shared network drives maintained at TMC's U.S. Specialty Minerals Division office located at 8750 West Sahara Avenue, Suite 210, Reno, Nevada 89117. These shared drives contained departmental files, project folders, and collaborative workspaces used by the U.S. Specialty Minerals Division.

3. VaultChat Application Data. Data was recovered from TMC-issued devices belonging to twelve (12) custodians who were identified as users of the VaultChat encrypted messaging application. The VaultChat data extraction included chat logs, message histories, and associated metadata. Notably, Gavin Holt's TMC-issued laptop, which was returned to TMC upon his departure on September 30, 2021, was among the devices from w

4. Cloud Storage Accounts (Cobalt Ridge Systems and Aldermere Systems). Forensic collection of documents and files stored in custodians' Cobalt Ridge Systems cloud storage accounts and relevant Aldermere Systems sites associated with the U.S. Specialty Minerals Division and related business functions.

5. Personal Devices. Eight (8) custodians who used personal mobile phones for TMC business communications consented to the forensic imaging of their personal devices for purposes of collecting business-related communications. These collections were conducted pursuant to the litigation hold instructions previously issued and in accordance with the custodian consent procedures established in the Data Collection Protoco

6. Hard-Copy Files. Physical files maintained in the offices of three (3) custodians at the Reno, Nevada facility were collected, scanned, and processed into electronic format by Redstone for inclusion in the review platform. These hard-copy collections consisted primarily of printed correspondence, handwritten notes, and physical copies of contracts and pricing documents. C. Collection Volume The total volume of raw

V. Document Review Progress A. Review Methodology The document review is being conducted through a coordinated effort utilizing Redstone's hosted review platform. The review team consists of C&H attorneys — including Aaron Liu (Lead Associate), Monica Reyes (Associate), and a team of contract review attorneys retained by C&H and operating under direct C&H supervision — as well as Redstone's managed-review team, which

VI. Privilege Review and Privilege Log Status A. Privilege Review Process The privilege review is being conducted by C&H attorneys Monica Reyes and Aaron Liu in accordance with the Privilege Review Protocol dated March 10, 2022. The protocol establishes clear criteria for identifying documents subject to privilege claims and provides a structured framework for consistent and defensible privilege coding decisions. The

VII. Specific Production Issues and Challenges A. VaultChat Data Recovery The recovery and production of VaultChat messaging data has presented particular technical challenges. VaultChat is an encrypted messaging application that was used by certain TMC personnel for business communications. Because VaultChat employs end-to-end encryption and does not maintain server-side message archives accessible to TMC, the recov

VIII. DOJ Interactions Regarding Production C&H has maintained regular communication with the DOJ prosecution team regarding the production timeline and the status of TMC's compliance efforts. The relevant interactions to date are summarized below. On March 28, 2022, Elaine Forsythe, the responsible partner on this matter, communicated the proposed rolling production schedule to Trial Attorney Denise Kowalski via ema

IX. Anticipated Timeline for Completion of Rolling Productions Based on the current review pace, the size of the remaining document universe, and the available review resources, C&H projects the following timeline for the completion of the document production: • First-Pass Relevance Review of Remaining Documents (~227,000 documents): C&H estimates that the first-pass relevance review of the remaining approximately 22

X. Budget and Cost Update C&H provides the following summary of costs incurred to date and projected costs for the document production effort: E-discovery Vendor Costs (Redstone Digital Forensics Inc.): Document collection, processing, hosting, and managed-review costs incurred through Redstone Digital Forensics as of June 15, 2022, total approximately USD $780,000. This figure includes costs for forensic data collec

XI. Action Items Requiring TMC Attention The following action items require the attention and involvement of TMC's General Counsel office and other internal stakeholders. C&H requests that TMC address these items promptly to ensure the continued progress and defensibility of the document production effort.

1. Personal Device Objections. TMC's General Counsel office is requested to assist C&H in resolving the objections raised by two (2) custodians to the collection of business-related communications from their personal devices. C&H recommends scheduling meetings between these custodians and C&H counsel to explain the custodians' preservation and production obligations under the subpoena and to explore a targeted search

2. Custodian Refresher — Litigation Hold Reminder. C&H recommends that TMC issue a litigation hold reminder to all thirty-four (34) custodians, reaffirming their continuing obligation to preserve all documents and ESI potentially relevant to the investigation. The reminder should specifically address the preservation of VaultChat communications and any new messaging platforms or communication tools that custodians ma

3. IT Coordination — Data Preservation Confirmation. TMC's Information Technology department is requested to confirm in writing that no data migrations, system upgrades, server decommissions, routine data-destruction processes, or other IT changes have occurred since the March 1, 2022 litigation hold that may have affected the preservation of data subject to the hold. Any such changes should be identified and reporte

4. Gavin Holt Data Coordination. TMC's General Counsel is requested to confirm that all TMC-controlled data relating to Gavin Holt — including email archives, the forensic image of Holt's TMC-issued laptop, files attributable to Holt on shared network drives, and any other company-maintained data sources — has been identified and transferred to Redstone Digital Forensics for processing. If any additional Holt-related

5. Board / Audit Committee Reporting. TMC may wish to schedule a briefing for the Audit Committee of TMC's Board of Directors regarding the status, costs, and progress of the document production effort and the broader grand jury investigation. C&H understands that the Audit Committee is chaired by Janet Moreau-Shaw. C&H is available to prepare presentation materials and to participate in such a briefing as needed. C&

XII. Conclusion In summary, the document production in response to Grand Jury Subpoena No. GJ-22-0194-SD-003 is proceeding on schedule and in accordance with the rolling production timeline communicated to and accepted by the DOJ Antitrust Division. As of June 15, 2022, approximately 142,000 documents have been produced to the DOJ through rolling productions, out of a total review universe of approximately 612,000 do