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litigation-hold-targeted-usmd.docx
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Medium · 6
Standard · 0
Section 1: Purpose and Legal Basis of This Notice
High
⚑ Penalty / liquidated damages
Section 1: Purpose and Legal Basis of This Notice This Supplemental Litigation Hold Notice (this "Supplemental Notice") is issued to you as a named custodian in the U.S. Specialty Minerals Division of Torchlight Mining (U.S.) Inc. ("TMC (U.S.)"), a wholly-owned subsidiary of Torchlight Mining Corp. ("TMC" or the "Company"). This Supplemental Notice complements, and should be read together with, the company-wide Litig
Section 2: Named Custodians — Individual Recipients
Medium
⚑ Confidentiality undertaking
Section 2: Named Custodians — Individual Recipients This Supplemental Notice is directed to specific named custodians within the U.S. Specialty Minerals Division who have been identified, based on preliminary assessments conducted by Calderwood & Harkness in coordination with TMC management and TMC's internal legal department, as individuals whose files, communications, and records are likely to contain materials rel
Section 3: Scope of Preservation — Subject Matter
Medium
⚑ Liability cap to check against exposure
Section 3: Scope of Preservation — Subject Matter All documents and ESI relating to the following subject matters must be preserved, regardless of format, storage location, or medium. The term "documents" as used in this Supplemental Notice is to be construed in the broadest possible sense and includes all writings, recordings, electronic files, images, and any other form of recorded information, whether created by y
Section 4: Scope of Preservation — Document Types and Formats
Medium
⚑ Liability cap to check against exposure
Section 4: Scope of Preservation — Document Types and Formats The preservation obligation set forth in this Supplemental Notice extends to all formats of documents and ESI, without exception. Custodians must not assume that any particular format, medium, or storage location is excluded from the scope of this hold. The following list is illustrative, not exhaustive: Emails. All emails — sent, received, in draft form,
Section 5: Specific Instructions Regarding VaultChat Encrypted Messaging Application
Section 5: Specific Instructions Regarding VaultChat Encrypted Messaging Application VaultChat is an encrypted messaging platform that has been identified, through preliminary investigation, as a communication channel used by certain TMC personnel for business discussions, including — critically — communications with personnel at competitor firms. Given the encrypted and potentially ephemeral nature of VaultChat comm
1. Do NOT delete, uninstall, or modify the VaultChat application on any device, whether c
1. Do NOT delete, uninstall, or modify the VaultChat application on any device, whether company-issued or personal. The application must remain installed and operational in its current state.
2. Do NOT delete any VaultChat messages, conversations, media files, or attachments. This
2. Do NOT delete any VaultChat messages, conversations, media files, or attachments. This prohibition applies to all VaultChat content, regardless of the identity of the other party to the conversation and regardless of the subject matter of the communication.
3. Do NOT enable any auto-delete or ephemeral-messaging settings within VaultChat. If Vau
3. Do NOT enable any auto-delete or ephemeral-messaging settings within VaultChat. If VaultChat offers any feature that automatically deletes messages after a specified period of time (sometimes referred to as "disappearing messages," "self-destructing messages," or similar terminology), that feature must not be enabled.
4. If any "disappearing messages" feature or equivalent auto-delete function is currently
4. If any "disappearing messages" feature or equivalent auto-delete function is currently enabled in your VaultChat settings, disable it immediately and notify Calderwood & Harkness (Aaron Liu) within twenty-four (24) hours. When disabling the feature, note the date and time of disablement and the settings that were previously in effect (e.g., the auto-delete time interval).
5. Provide all devices on which VaultChat is or was installed to Redstone Digital Forensi
5. Provide all devices on which VaultChat is or was installed to Redstone Digital Forensics Inc. for forensic imaging at the earliest possible date. Redstone Digital Forensics Inc. (Neil Ashworth, Project Director, 7925 Jones Branch Drive, Suite 600, McLean, Virginia 22102) has been retained by Calderwood & Harkness to conduct forensic data collection. Scheduling of forensic imaging sessions will be coordinated throu
6. If you have previously deleted VaultChat messages at any time, do not attempt to recov
6. If you have previously deleted VaultChat messages at any time, do not attempt to recover them yourself. Instead, notify Calderwood & Harkness (Aaron Liu) immediately so that forensic recovery can be attempted by Redstone Digital Forensics using specialized tools and techniques. Self-recovery attempts may compromise forensic integrity and may render deleted data unrecoverable. Scope of VaultChat Preservation. The V
Section 6: Personal Devices and Non-Company Systems
Section 6: Personal Devices and Non-Company Systems The preservation obligation set forth in this Supplemental Notice extends to documents and ESI stored on personal devices — including personal smartphones, tablets, laptops, desktop computers, and home computers — if those devices were used at any time during the preservation period (January 1, 2015 through the present) for any TMC business communications or to comm
1. Identify all personal devices that you have used for any TMC business communications d
1. Identify all personal devices that you have used for any TMC business communications during the period from January 1, 2015 through the present. This includes devices that you may no longer actively use but that may still contain relevant data (e.g., a prior-generation smartphone that has been replaced but not wiped). Report these devices on the Acknowledgment and Compliance Certification (Exhibit A).
2. Make those devices available for forensic imaging by Redstone Digital Forensics Inc. u
2. Make those devices available for forensic imaging by Redstone Digital Forensics Inc. upon request. You will be contacted individually by Aaron Liu at Calderwood & Harkness to schedule forensic imaging of your personal devices.
3. Do NOT delete any text messages, emails, applications (including VaultChat), photograp
3. Do NOT delete any text messages, emails, applications (including VaultChat), photographs, voicemails, or files from personal devices. This prohibition applies immediately and remains in effect for the duration of this hold.
4. Preserve any personal email accounts (e.g., Northgate Software, Northpoint Solutions,
4. Preserve any personal email accounts (e.g., Northgate Software, Northpoint Solutions, Ridgeline Services Inc..com, Greaves Solutions, Meridian Systems Mail, or any other personal email service) that you have used at any time for TMC business communications, competitor communications, or communications relating to any subject matter within the scope of this Supplemental Notice. Do not delete any messages or folders
Section 7: Cloud Storage and Backup Systems
Medium
⚑ Liability cap to check against exposure
Section 7: Cloud Storage and Backup Systems You must preserve all data stored in cloud accounts associated with TMC business, including but not limited to accounts on the following platforms: • Sundial Systems • Ashbury Holdings Cobalt Ridge Systems • Crestline Software (including Hollowell Health IT, Northgate Software, Brightmoor Services Inc., and other integrated services) • Larkspur Technologies • box • Any othe
Section 8: Prohibition on Destruction, Alteration, or Concealment
High
⚑ Penalty / liquidated damages
Section 8: Prohibition on Destruction, Alteration, or Concealment Effective immediately, all routine document-destruction policies, retention schedules, auto-delete features, and automated purge processes are suspended with respect to any materials that potentially fall within the scope of this Supplemental Notice. This suspension overrides all prior retention policies and schedules applicable to the U.S. Specialty M
Section 9: Coordination with Calderwood & Harkness and Redstone Digital Forensics
Section 9: Coordination with Calderwood & Harkness and Redstone Digital Forensics Redstone Digital Forensics Inc. (Neil Ashworth, Project Director, 7925 Jones Branch Drive, Suite 600, McLean, Virginia 22102) has been retained by Calderwood & Harkness LLP, effective March 15, 2022, to conduct forensic data collection from TMC systems and custodian devices in connection with this matter. Redstone is a nationally recogn
Section 10: Confidentiality
Medium
⚑ Forum / governing law
Section 10: Confidentiality The existence and content of this Supplemental Litigation Hold Notice are confidential and are subject to the attorney-client privilege and work-product protections. This notice was prepared by Calderwood & Harkness LLP at the direction of counsel and issued under the authority of Priya Anand, General Counsel, in connection with the Company's response to a federal grand jury investigation.
Section 11: Duration of the Hold
Section 11: Duration of the Hold This Supplemental Litigation Hold Notice remains in effect indefinitely until formally released in writing by Priya Anand, General Counsel, Torchlight Mining Corp., or by Calderwood & Harkness LLP. No oral communication or informal indication may be relied upon as a release of this hold. Only a written release, signed by Priya Anand or a designated Calderwood & Harkness attorney, will
Section 12: Questions and Compliance Confirmation
Section 12: Questions and Compliance Confirmation If you have any questions regarding the scope of this Supplemental Litigation Hold Notice, the preservation obligations described herein, the forensic collection process, or any other aspect of this matter, you should direct those questions to: Priya Anand General Counsel Torchlight Mining Corp. 200 Bay Street, Suite 3400 Toronto, ON M5J 2J2, Canada and/or c/o Torchli
1. I have received and read in its entirety the Supplemental Litigation Hold Notice dated
1. I have received and read in its entirety the Supplemental Litigation Hold Notice dated March 1, 2022, issued by Priya Anand, General Counsel, Torchlight Mining Corp., and prepared by Calderwood & Harkness LLP (the "Supplemental Notice").
2. I understand my obligations to preserve all documents and electronically stored inform
Medium
⚑ Liability cap to check against exposure
2. I understand my obligations to preserve all documents and electronically stored information ("ESI") as described in the Supplemental Notice, including but not limited to the subject-matter categories described in Section 3, the document types and formats described in Section 4, and the specific instructions regarding VaultChat set forth in Section 5.
3. I confirm that, to the best of my knowledge, I have not destroyed, altered, concealed,
3. I confirm that, to the best of my knowledge, I have not destroyed, altered, concealed, or falsified any potentially relevant materials since learning of the investigation. If I become aware that any potentially relevant materials have been inadvertently destroyed, lost, or rendered inaccessible, I will report this immediately to Priya Anand and Calderwood & Harkness.
4. I will comply with all preservation obligations set forth in the Supplemental Notice f
4. I will comply with all preservation obligations set forth in the Supplemental Notice for as long as the litigation hold remains in effect.
5. I understand that failure to comply with the preservation obligations may result in se
High
⚑ Penalty / liquidated damages
5. I understand that failure to comply with the preservation obligations may result in severe consequences, including criminal penalties under federal law. Part 2: Identification of Personal Devices Used for TMC Business Please identify all personal devices (i.e., devices not issued by TMC) that you have used at any time during the period from January 1, 2015 through the present for any TMC business communications, i