Contract analysis

I. Introduction and Purpose Calderwood & Harkness LLP writes on behalf of its client, Torchlight Mining Corp. ("TMC"), a corporation organized and existing under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, with its registered office at 200 Bay Street, Suite 3400, Toronto, Ontario, M5J 2T3, Canada, and principal U.S. operations conducted through its wholly owned subsidiary, Torchlight Mining (U.S.) Inc

II. Summary of TMC's Position on Penalty Calculation TMC acknowledges the Antitrust Division's well-established methodology for calculating monetary penalties in criminal antitrust matters. Under this methodology, the Division typically applies a base fine calculation equal to twenty percent (20%) of the volume of affected commerce attributable to the subject entity during the relevant conspiracy period. This framewo

III. TMC's Extraordinary Cooperation From the outset of this investigation, TMC has pursued a strategy of full, voluntary, and proactive cooperation with the Division. TMC's cooperation has been comprehensive in scope, prompt in execution, and transparent in substance. Each component of TMC's cooperation is described in detail below. A. Prompt and Comprehensive Document Production TMC received Grand Jury Subpoena No.

IV. TMC's Proactive Compliance Remediation In addition to its cooperation with the Division's investigation, TMC has undertaken comprehensive, proactive remediation of the compliance deficiencies that enabled the alleged conduct. TMC's remediation efforts are described below. A. Deficiencies in TMC's Prior Compliance Program TMC acknowledges that its antitrust compliance program, as it existed at the time of the alle

V. Applicable Precedent and Cooperation-Credit Framework The Antitrust Division has consistently recognized that meaningful cooperation by subjects and targets of criminal antitrust investigations is deserving of significant credit in the determination of monetary penalties. The Division's policy statements on cooperation credit, including the principles articulated in the Division's publicly available guidance on th

VI. Proposed Monetary Payment Based on the foregoing analysis, TMC respectfully submits that the appropriate monetary payment in connection with any resolution of this matter is USD 48.5 million. The calculation of this proposed payment is as follows: TMC notes that the final affected-commerce analysis by Hargrove Forensic Advisory LLC is ongoing. Dr. Tremblay's team is completing certain supplemental analyses reques

VII. Conclusion and Request For the reasons set forth above, TMC respectfully requests that the Division apply the maximum available cooperation credit in determining the monetary component of any resolution of this matter. TMC submits that a cooperation credit of approximately 49%, resulting in a monetary payment of USD 48.5 million, is appropriate, well-supported by the facts, and consistent with the Division's pol