Contract analysis

I. Introduction We write on behalf of our client, Torchlight Mining Corp. ("TMC"), a corporation organized and existing under the Canada Business Corporations Act, CBCA Corporation No. 7841526-1, with its registered office located at 200 Bay Street, Suite 3400, Toronto, Ontario M5J 2J2, Canada, and its wholly owned U.S. subsidiary, Torchlight Mining (U.S.) Inc., with its principal office at 8750 West Sahara Avenue, S

II. Background of TMC's Engagement with the Investigation to Date TMC's engagement with the Division's investigation began upon TMC's receipt of Grand Jury Subpoena Duces Tecum No. GJ-22-0194-SD-003 on February 14, 2022. The subpoena called for the production of a wide range of documents and electronically stored information relating to, among other things, the pricing, sale, and distribution of specialty minerals wi

III. Summary of Document Production Compliance TMC made its first rolling production of documents to the Division on April 4, 2022. This initial production consisted of approximately 42,000 documents, totaling several hundred thousand pages, that were identified as responsive to the requests set forth in Subpoena GJ-22-0194-SD-003. Since that initial production, TMC has continued to make rolling productions of respon

IV. TMC's Commitment to Full Cooperation TMC, through its senior leadership — including Chief Executive Officer Søren Dalmqvist and General Counsel Priya Anand — has expressly authorized Calderwood & Harkness LLP to communicate to the Division TMC's unequivocal commitment to cooperate fully with the Antitrust Division's investigation. This authorization reflects a deliberate decision by TMC's Board of Directors and e

V. Matters Regarding Gavin Holt TMC acknowledges that Gavin Holt, the former Vice President of U.S. Specialty Minerals Sales, is separately represented by personal counsel, Patrick Dunleavy of Briarcliff Law Group PLLC, San Francisco, California. Calderwood & Harkness does not represent Mr. Holt in any capacity, and TMC's cooperation with the Division is entirely independent of Mr. Holt's individual representation an

VI. Scope and Limitations TMC's offer of cooperation is made in good faith and in the expectation that the Division will give appropriate weight to TMC's cooperation in assessing the resolution of this matter. TMC respectfully submits that its cooperation — which has been timely, comprehensive, and proactive — is consistent with the criteria set forth in the Division's publicly stated policies regarding cooperation c

VII. Request for Dialogue Calderwood & Harkness respectfully requests the opportunity to meet with the Division's trial team at the earliest date convenient to the Division to discuss the framework and logistics for TMC's ongoing cooperation. We believe that a structured dialogue between the parties will facilitate the efficient and productive implementation of TMC's cooperation commitments and will enable the Divisi

1. The schedule for future rolling document productions, including the anticipated timeline for completion of TMC's production and the Division's priorities regarding particular categories of documents or custodians;

2. The identification and scheduling of employee proffer sessions, including the applicable ground rules, the format and procedures for such sessions, and the negotiation of written proffer agreements;

3. The Division's specific areas of investigative interest and focus, to which TMC can direct and prioritize its cooperation efforts in a manner most useful to the Division; and

4. The timeline and process for TMC's presentation of its internal investigation findings, including the format and scope of the anticipated comprehensive proffer. Calderwood & Harkness is prepared to accommodate the Division's preferred format for this discussion, whether in-person meetings at the Division's San Francisco offices, telephonic conferences, video conferences, or written submissions. We are available at

VIII. Conclusion TMC reiterates its commitment to full and timely cooperation with the Antitrust Division's investigation. TMC takes seriously both the Division's investigation and its own obligation to act as a responsible corporate citizen. TMC hopes — and respectfully submits — that its cooperation, as described in this letter and as demonstrated by its conduct to date, will be a significant and meaningful factor