Contract analysis

1. Purpose and Importance of This Notice Torchlight Mining Corp. ("TMC" or the "Company") has received a grand jury subpoena duces tecum, bearing reference number Subpoena No. GJ-22-0194-SD-003, issued by the United States Department of Justice, Antitrust Division, San Francisco Field Office, in connection with a federal grand jury investigation (Grand Jury No. GJ-22-0194) currently pending in the United States Distr

2. Background — Nature of the Investigation The Antitrust Division of the U.S. Department of Justice is conducting a federal grand jury investigation into suspected anticompetitive conduct in the North American specialty-minerals sector. Based on the information provided in the subpoena and accompanying correspondence, the investigation concerns potential violations of Section 1 of the Sherman Antitrust Act (15 U.S.C

3. Scope of the Preservation Obligation The scope of this litigation hold is intentionally broad to ensure that all potentially relevant documents and ESI are identified and preserved. Every TMC employee, officer, and director must preserve all materials that fall within the temporal scope and subject-matter categories described below, regardless of whether the individual believes the materials to be significant, rel

1. Pricing of Specialty Minerals Any and all documents and ESI relating to the pricing, price lists, price changes, price adjustments, price increases, price decreases, price quotations, discount structures, rebate programs, volume incentives, surcharge calculations, pricing formulas, pricing strategies, or pricing methodologies for high-purity feldspar, industrial talc, and/or rare-earth concentrates sold, offered f

2. Competitor Interactions and Communications Any and all communications — in any medium and regardless of whether conducted through formal or informal channels — with personnel at any competing company in the specialty-minerals industry. This category includes, but is not limited to, communications with personnel at the following companies and any of their subsidiaries, affiliates, parent entities, officers, employe

3. Customer Allocation and Bid Processes Any and all documents and ESI relating to the allocation, division, assignment, or apportionment of customers, customer accounts, geographic territories, or market segments for specialty minerals, including high-purity feldspar, industrial talc, and rare-earth concentrates. This category also includes all documents relating to bids, proposals, tenders, requests for quotation (

4. Industry Trade Association Activities Any and all documents and ESI relating to the North American Specialty Minerals Council ("NASMC") or any other industry trade association, trade group, industry consortium, or similar organization in which TMC or any of its personnel participated or held membership. This category includes, without limitation: • Meeting agendas, programs, and schedules • Presentations, slide de

5. Internal Pricing and Sales Processes Any and all documents and ESI relating to the internal pricing and sales processes of TMC's U.S. Specialty Minerals Division (or any predecessor or successor organizational unit), including but not limited to pricing-authority matrices, sales-management protocols, pricing-approval workflows, pricing-analytics tools or models, pricing-adjustment decision memoranda, sales-strateg

6. Market intelligence and Competitive Information Any and all documents and ESI relating to competitors' prices, pricing trends, market shares, production volumes, production capacities, cost structures, commercial strategies, or business plans in the specialty-minerals sector. This category includes competitive intelligence reports, market research studies (whether prepared internally or by third-party consultants)

7. Compliance Matters Any and all documents and ESI relating to TMC's antitrust compliance program, antitrust compliance policies, antitrust training programs, competition law training materials, or related compliance initiatives. This category includes the antitrust compliance policy originally adopted by TMC in approximately 2014, all subsequent amendments, revisions, or updates to that policy, training materials a

8. Communications with or about Gavin Holt Any and all documents and ESI relating to Gavin Holt, who served as Vice President, U.S. Specialty Minerals Sales, and who departed TMC effective September 30, 2021. This category includes: • All communications sent to, received from, or copied to Mr. Holt during the course of his employment with TMC • All communications concerning, referencing, or discussing Mr. Holt, his r

9. Encrypted Messaging Applications Any and all documents, communications, messages, files, images, or data transmitted, received, or stored via the VaultChat application or any other encrypted messaging platform, secure communication application, or ephemeral messaging service used for business-related communications by TMC personnel. This category includes the VaultChat application specifically, as well as any othe

10. Government Inquiries Any and all documents and ESI relating to any inquiry, investigation, subpoena, civil investigative demand, information request, interview request, or other communication from or with the U.S. Department of Justice (including the Antitrust Division), any U.S. federal or state regulatory agency, the Competition Bureau of Canada, or any other domestic or foreign government agency, relating to a

4. Specific Preservation Instructions 4.1 Immediate Actions Required Effective immediately upon your receipt of this Notice, each TMC employee, officer, and director must take the following actions:

1. Suspend All Routine Document Destruction. You must immediately cease and refrain from deleting, discarding, shredding, overwriting, recycling, or in any way destroying any documents or ESI that fall within the scope of this litigation hold, as described in Section 3 above. This suspension applies regardless of any existing document-retention policy, records-management schedule, clean-desk policy, or other routine

2. Disable Auto-Delete Features. You must ensure that no automated deletion process, auto-purge setting, retention-policy rule, or similar automated function results in the destruction of potentially relevant materials. This includes, but is not limited to, automated email purge settings in Hollowell Systems or other email clients that delete messages after a specified period, automated deletion of text messages or c

3. Preserve Personal Devices. If you have used any personal device — including a personal smartphone, personal tablet, personal laptop, personal desktop computer, or personal email account — for any TMC business communications relating to any of the subject-matter categories described in Section 3.2 above, you are required to preserve all such communications, messages, files, and data. Do not delete any applications,

4. Preserve VaultChat and Encrypted Messaging Data. If you have used the VaultChat application or any other encrypted messaging platform, secure communication application, or ephemeral messaging service for any business-related communications — whether on a company-issued device or a personal device — you must take immediate steps to preserve all messages, attachments, and data within that application. Specifically:

5. Preserve Physical Documents. Do not discard, shred, recycle, or otherwise destroy any hard-copy documents, files, binders, notebooks, handwritten notes, or other physical materials that fall within the scope of this litigation hold. If you have physical documents in your possession — whether at your TMC office, at a home office, or at any other location — that relate to any of the subject-matter categories describ

5. Confidentiality The existence of this litigation hold, the underlying DOJ grand jury investigation, and all information relating to these matters are strictly confidential. The confidentiality of this information is essential both to protect TMC's legal interests and to preserve the integrity of the government's investigation. Do not discuss this Notice, the investigation, or any related matters with any person ou

6. Consequences of Non-Compliance The Company cannot overstate the seriousness of the obligations set forth in this Notice. Failure to comply with this litigation hold may constitute spoliation of evidence — the destruction, alteration, or concealment of materials that a party has a legal obligation to preserve. Spoliation of evidence in the context of a federal grand jury investigation is an extraordinarily serious

7. Questions and Points of Contact If you have any questions about this litigation hold — including questions about the scope of the preservation obligation, whether specific documents or ESI fall within its scope, how to preserve materials on a particular device or platform, or how to comply with any instruction in this Notice — please contact one of the following individuals: Priya Anand General Counsel — Torchligh

8. Acknowledgment Each recipient of this Notice is required to complete and return the Acknowledgment Form set forth below. You may complete the form by printing, signing, and returning the hard-copy form to the General Counsel's office, or by completing the electronic acknowledgment that will be distributed via the Company's secure intranet portal. The completed Acknowledgment Form must be returned within five (5) b

1. That you have received and carefully reviewed this Litigation Hold Notice in its entirety;

2. That you understand the document-preservation obligations described herein, including the scope of the materials to be preserved, the types of materials covered, and the specific preservation instructions set forth in Section 4;

3. That you commit to comply fully and in good faith with all of the preservation instructions and other requirements set forth in this Notice;

4. That you have disclosed whether you are in possession, custody, or control of any documents or ESI falling within the scope described in Section 3 above; and

5. That you have disclosed whether you have used VaultChat or any other encrypted messaging application for business-related communications at any time during the preservation period. LITIGATION HOLD ACKNOWLEDGMENT FORM Torchlight Mining Corp. — Mandatory Document Preservation Directive Acknowledgment Due Within Five (5) Business Days of Receipt Full Name (Printed): ______________ Title / Position: ______________ Dep

1. I have received and carefully reviewed the Litigation Hold Notice dated March 1, 2022.

2. I understand the document-preservation obligations described in the Notice, including but not limited to the temporal scope, subject-matter categories, types of materials covered, and specific preservation instructions.

3. I commit to comply fully and in good faith with all preservation instructions and requirements set forth in the Notice.

4. I have answered the questions below truthfully and to the best of my knowledge.

5. I understand that failure to comply with the litigation hold may result in disciplinary action, up to and including termination of employment, as well as potential personal legal liability. Do you possess any documents or ESI that fall within the scope of the preservation obligation described in Section 3 of the Notice? Yes No Uncertain — I will contact the General Counsel's office for guidance Have you used Vault