Contract analysis

I. Purpose and Introduction This letter is written on behalf of our client, Torchlight Mining Corp. ("TMC"), in connection with the grand jury investigation captioned above, Grand Jury No. GJ-22-0194, pending before the United States District Court for the Northern District of California, San Francisco Division (the "Investigation"). We write to memorialize the agreed-upon terms and conditions that will govern the vo

II. Identification of the Witness The witness who will appear for the Proffer Session is Thomas Eriksen. Mr. Eriksen's relevant identifying information and background are as follows: Full Name: Thomas Eriksen Title: Regional Sales Manager, Western Region, U.S. Specialty Minerals Division, Torchlight Mining Corp. Employment Status: Mr. Eriksen is currently employed by TMC and has held his current position since approx

III. Scope of the Proffer Session It is our understanding, based on discussions between counsel for TMC and the Division, that the Proffer Session will concern the Division's investigation into suspected violations of Section 1 of the Sherman Act, 15 U.S.C. § 1, involving alleged price-fixing, market allocation, and bid-rigging in the North American specialty-minerals sector. The products principally at issue in the

IV. Queen-for-a-Day Protections — Use Restrictions The following use restrictions shall govern statements made by Mr. Eriksen during the Proffer Session: A. No Direct Use Against Mr. Eriksen. Statements made by Mr. Eriksen during the Proffer Session shall not be used directly against him in any criminal prosecution brought by the United States, except as provided in Section VI below (relating to false statements and

V. Preservation of Government's Rights The parties acknowledge and agree that the government's rights are preserved in the following respects: (a) The government reserves all rights to investigate and prosecute any person or entity, including Mr. Eriksen and TMC, based on evidence obtained independent of the Proffer Session. Nothing in this Agreement shall be construed as conferring immunity from prosecution upon Mr.

VI. Exceptions — False Statements and Breach The protections set forth in Section IV of this Agreement are expressly conditioned upon Mr. Eriksen's truthfulness, completeness, and good faith during the Proffer Session. The following exceptions apply: (a) False, Misleading, or Materially Incomplete Statements. The protections set forth in Section IV shall not apply if Mr. Eriksen knowingly makes any false, misleading,

VII. Presence of Counsel Mr. Eriksen will be accompanied at the Proffer Session by counsel from Calderwood & Harkness LLP. The following terms govern counsel's participation: (a) Counsel from Calderwood & Harkness LLP, specifically Elaine Forsythe and/or Aaron Liu, may be present throughout the entirety of the Proffer Session and may observe all questioning of Mr. Eriksen by government personnel. (b) Counsel may cons

VIII. Logistics The parties propose the following logistical arrangements for the Proffer Session: Date: Saturday, April 22, 2023. Time: We propose a start time of 10:00 a.m. Pacific Time and request that the Division confirm whether this time is acceptable or propose an alternative. Location: U.S. Department of Justice, Antitrust Division, San Francisco Field Office, 450 Golden Gate Avenue, Room 10-0101, San Francis

IX. No Waiver of Privileges The Proffer Session and the terms set forth in this Agreement do not constitute, and shall not be construed as, a waiver of any applicable privilege, protection, or immunity, including but not limited to the following: (a) The attorney-client privilege, as to any communications between Calderwood & Harkness LLP and TMC, between Calderwood & Harkness LLP and Mr. Eriksen, and any internal TM

X. Relation to TMC's Cooperation Obligations Mr. Eriksen's voluntary Proffer Session is being made in furtherance of TMC's cooperation with the Antitrust Division, as previously communicated in Calderwood & Harkness's letters to the Division dated June 8, 2022, and in TMC's cooperation proffer submitted on February 15, 2023. TMC has undertaken, as part of its cooperation, to make current and former employees availabl

XI. Confirmation and Signature We respectfully request that the Division confirm its agreement to the foregoing terms and conditions by countersigning a copy of this letter in the space provided below and returning the executed copy to Calderwood & Harkness LLP prior to the scheduled Proffer Session date of April 22, 2023. An executed copy may be returned via email to the undersigned at eforsythe@calderwoodharkness.c