Contract analysis

I. Introduction and Purpose of Letter We write on behalf of our client, Torchlight Mining Corp. ("TMC" or the "Company"), a corporation organized under the Canada Business Corporations Act with its registered office at 200 Bay Street, Suite 3400, Toronto, Ontario M5J 2J2, Canada, and its principal U.S. operations conducted through its wholly owned subsidiary, Torchlight Mining (U.S.) Inc., located at 8750 West Sahara

II. Acknowledgment of Subpoena TMC hereby acknowledges receipt of Grand Jury Subpoena No. GJ-22-0194-SD-003 (the "Subpoena"), issued in connection with Grand Jury No. GJ-22-0194, empaneled in the United States District Court for the Northern District of California, San Francisco Division. The Subpoena was served on TMC on February 14, 2022, at the offices of Torchlight Mining (U.S.) Inc. in Reno, Nevada. TMC understa

III. Request for Extension of Return Date TMC respectfully requests that the Antitrust Division agree to a sixty (60) day extension of the initial return date for document production specified in the Subpoena. This request is supported by the following considerations, each of which independently counsels in favor of a reasonable accommodation, and which together demonstrate that such an extension is both necessary an

IV. Proposed Production Schedule In light of the foregoing considerations, TMC proposes the following production schedule in lieu of the original return date specified in the Subpoena:

1. First Rolling Production (on or about April 4, 2022). TMC will make its first rolling production of responsive, non-privileged documents on or about April 4, 2022, which is approximately six (6) weeks from the date of this letter. This initial production will consist of the most readily accessible and responsive document categories identified in the Subpoena, including those categories for which TMC anticipates th

2. Subsequent Rolling Productions (every two to three weeks). Following the first rolling production, TMC will make subsequent rolling productions on a regular basis, at intervals of approximately every two (2) to three (3) weeks, until the document production is complete. The precise timing and scope of each subsequent production will depend on the progress of the collection, processing, review, and privilege analys

3. Periodic Status Updates. TMC will provide the Antitrust Division with periodic written status updates regarding the progress of the document production, including information regarding the volume of documents collected, reviewed, and produced, as well as any issues that arise during the course of the production process. TMC will promptly notify the Division of any unforeseen circumstances that may affect the produ

4. Prioritization of Key Document Categories. TMC commits to prioritizing the identification, collection, review, and production of documents that are most likely to be of immediate interest to the investigation. TMC welcomes the Division's input regarding the prioritization of particular document categories or custodians and is prepared to adjust the order and focus of its production efforts in response to the Divis

V. Assurance of Good Faith and Cooperation TMC takes this matter with the utmost seriousness and is committed to cooperating fully with the Antitrust Division's investigation. The Company and its counsel are mindful of the important governmental interests served by the grand jury process and have no intention of impeding or obstructing the Division's work in any way. As noted above, TMC has already taken affirmative

VI. Request for Confirmation and Discussion We respectfully request that Ms. Kowalski confirm the Division's agreement to the proposed extension and rolling production schedule described herein at her earliest convenience. TMC's compliance planning and vendor engagement process is ongoing, and a prompt confirmation of the extended timeline will assist TMC in structuring its collection and review efforts in a manner t