Contract analysis

I. PURPOSE AND BACKGROUND A. Purpose of Memorandum This memorandum establishes the scope, methodology, witness interview schedule, document review priorities, staffing plan, budget parameters, and timeline for Calderwood & Harkness LLP's internal investigation on behalf of its client, Torchlight Mining Corp. ("TMC" or "Torchlight"), in connection with the United States Department of Justice Antitrust Division grand j

II. SCOPE OF INTERNAL INVESTIGATION A. Conduct Under Investigation Based on information obtained from the grand jury subpoena, preliminary discussions with the DOJ, publicly available information, and TMC's own internal records, the DOJ alleges that from approximately January 2017 through at least August 2021 — a period of approximately four years and eight months — senior commercial personnel at TMC, Ridgecrest Mine

1. Gavin Holt — Former Vice President, U.S. Specialty Minerals Sales Gavin Holt served as Vice President of U.S. Specialty Minerals Sales from approximately 2016 through September 30, 2021, at which time he resigned from TMC. In this role, Holt led TMC's commercial pricing function for the U.S. Specialty Minerals Division, with direct responsibility for setting and adjusting prices for all three product categories in

2. Sandra Chu — Director, Pricing Analytics, U.S. Specialty Minerals Division Sandra Chu serves as Director of Pricing Analytics within the U.S. Specialty Minerals Division and is currently employed by TMC. Ms. Chu reported directly to Gavin Holt during the relevant period and was responsible for implementing pricing adjustments, maintaining pricing databases and price lists, and providing analytical support for pric

3. Thomas Eriksen — Regional Sales Manager (Western Region), U.S. Specialty Minerals Division Thomas Eriksen serves as Regional Sales Manager for the Western Region of the U.S. Specialty Minerals Division and is currently employed by TMC. Eriksen attended certain NASMC quarterly conferences during the alleged conspiracy period, and the DOJ investigation includes conference attendance as one of the alleged coordinatio

4. Priya Anand — General Counsel, TMC Priya Anand serves as General Counsel of TMC and is based at TMC's Toronto headquarters. Ms. Anand oversaw TMC's initial document preservation efforts and internal review prior to the engagement of Calderwood & Harkness. She is a critical witness regarding the history and adequacy of TMC's antitrust compliance program, any prior reports or concerns regarding competitor contacts b

5. Richard Fong — Chief Financial Officer, TMC Richard Fong serves as Chief Financial Officer of TMC and is based at TMC's Toronto headquarters. Mr. Fong is relevant to the investigation in several respects: his oversight of the U.S. Specialty Minerals Division's financial performance, the delegation of pricing authority within the Division, the approval process for pricing decisions above certain thresholds, and any

6. Søren Dalmqvist — Chief Executive Officer, TMC Søren Dalmqvist serves as Chief Executive Officer of TMC. Based on information obtained to date, there is no indication that Mr. Dalmqvist had personal involvement in the alleged conduct. However, as the most senior executive of TMC, Mr. Dalmqvist must be interviewed regarding his organizational knowledge, the delegation of pricing and commercial authority within the

7. Margaret Caldwell — Chair of the Board of Directors, TMC Margaret Caldwell serves as Chair of TMC's Board of Directors. She will be interviewed to confirm the Board's awareness (or lack thereof) of the alleged conduct, and to establish the extent of Board-level oversight of TMC's antitrust compliance program and commercial operations.

8. Janet Moreau-Shaw — Chair of the Audit Committee, Board of Directors Janet Moreau-Shaw serves as Chair of the Audit Committee of TMC's Board of Directors. Ms. Moreau-Shaw is relevant to the investigation with respect to the Audit Committee's oversight of TMC's compliance program, internal controls, and financial reporting practices. Her testimony will also be relevant to any assessment of TMC's corporate governanc

9. Additional U.S. Specialty Minerals Division Personnel The investigation anticipates interviewing an additional fifteen to twenty personnel from the U.S. Specialty Minerals Division, including regional and territory sales managers, pricing analysts, marketing personnel, and administrative assistants who may have knowledge of, or access to communications regarding, the alleged conduct. The specific list of additiona

III. INVESTIGATION METHODOLOGY A. Document Collection and Review

1. Electronic Data Collection Redstone Digital Forensics Inc. ("Redstone"), retained by Calderwood & Harkness on March 15, 2022, will conduct forensic collections of electronically stored information from thirty-four (34) identified custodians. The identities of the custodians, the data sources to be collected from each, and the collection protocols are set forth in detail in the Data Collection Protocol and Custodia

2. Document Review Priorities Given the scale of the anticipated document universe and the need to prioritize the development of key evidence for both the internal investigation and subpoena compliance purposes, the document review will be organized into six priority tiers, as follows: Priority 1 (Immediate): All VaultChat messages and related encrypted messaging data associated with Gavin Holt's TMC-issued devices a

3. Privilege Review The privilege review will be conducted in accordance with the Privilege Review Protocol memorandum dated March 10, 2022, which establishes the criteria, procedures, and quality-control standards for identifying and logging documents protected by the attorney-client privilege and the work-product doctrine. Key elements of the privilege review protocol include: • All documents in the review universe

4. Third-Party Document Requests In addition to TMC's own document collection and review, the investigation team will consider and pursue the following third-party document sources: • NASMC records. Calderwood & Harkness will consider whether to seek records from the North American Specialty Minerals Council, including conference registration lists, attendee rosters, conference agendas and programs, and any records o

1. General Approach All witness interviews will be conducted by Calderwood & Harkness attorneys, with Aaron Liu and/or Monica Reyes conducting the majority of interviews and Elaine Forsythe attending key interviews with senior TMC leadership and, if available, Gavin Holt. Interviews will be conducted in a professional and thorough manner, with each interview tailored to the witness's role, seniority, and anticipated

2. Interview Schedule (Proposed — Subject to Revision) The witness interview schedule is organized into three phases, reflecting the priority of each witness's anticipated testimony and the logical sequencing of the investigation. The schedule is subject to revision as the investigation develops and as document review findings reveal additional witnesses or alter the priority of existing witnesses. The total number o

3. Key Interview Topics by Witness The following outlines the principal topics to be covered in interviews with key witnesses. These topic outlines are preliminary and will be refined based on the document review and the development of facts during the course of the investigation. Detailed interview outlines for each witness will be prepared by the interview team in advance of each session. Gavin Holt (if available):

1. Pricing Pattern Analysis A rigorous economic and forensic analysis of TMC's pricing data is essential to the internal investigation. Calderwood & Harkness will retain a forensic accounting and economics expert to conduct a comprehensive analysis of TMC's historical pricing for high-purity feldspar, industrial talc, and rare-earth concentrates over the extended review period (2015–2022). The analysis will serve mul

2. Affected Commerce Assessment The forensic economics expert will also assess TMC's volume of "affected commerce" — that is, the total revenue attributable to TMC's U.S. sales of high-purity feldspar, industrial talc, and rare-earth concentrates during the alleged conspiracy period (January 2017 through August 2021). The affected-commerce figure is the primary input to the DOJ's sentencing and fine calculations unde

3. Compliance Program Evaluation Calderwood & Harkness, together with a retained compliance consultant to be identified and engaged later in the investigation, will conduct a thorough evaluation of TMC's existing antitrust compliance program. The compliance program was adopted by TMC in approximately 2014 and, based on preliminary information from Priya Anand, has not been comprehensively updated or audited since its