Contract analysis

1. Appointment of Independent Chief Compliance Officer. TMC shall appoint an independent Chief Compliance Officer with direct reporting access to the Board of Directors, responsibility for overseeing all aspects of antitrust compliance, and authority to implement and enforce compliance policies across all TMC business units, including the U.S. Specialty Minerals Division.

2. Mandatory Annual Antitrust Compliance Training. All employees involved in sales, marketing, pricing, bidding, and customer-facing functions, as well as all senior management at the director level and above, shall participate in mandatory annual antitrust compliance training. Training shall be conducted by qualified antitrust counsel and shall include case studies, practical scenarios, and assessments of employee c

3. Competitor-Contact Protocols. Written policies governing all contacts and communications between TMC employees and employees of competitor companies, including detailed guidance on permissible and impermissible topics of discussion.

4. NASMC and Trade-Association Interaction Guidelines. Specific protocols for employee participation in events and meetings organized by the North American Specialty Minerals Council (NASMC) and other trade associations, including pre-approval requirements, written agendas, post-event reporting, and prohibitions on private discussions with competitors regarding competitively sensitive topics.

5. Confidential Reporting Hotline and Whistleblower Protections. A confidential and anonymous reporting mechanism, including a toll-free telephone hotline and an online reporting portal, with robust non-retaliation protections for good-faith reporters.

6. Periodic Auditing and Monitoring. Regular internal audits and monitoring of compliance with the Enhanced Compliance Program, including reviews of pricing data, customer communications, and trade-association activity.

7. Disciplinary Procedures. Clear and enforceable disciplinary procedures for violations of the Enhanced Compliance Program, up to and including termination of employment.

8. Annual CEO and General Counsel Certifications. Annual written certifications by the Chief Executive Officer and General Counsel regarding TMC's compliance with the Enhanced Compliance Program, as described in Section 5.2 of this Agreement. APPENDIX B AGREED STATEMENT OF FACTS Appendix B is set forth in the separately attached document (npa-appendix-b-agreed-statement-facts-draft.docx), which is incorporated herein

1. Conspiracy Period. The conspiracy lasted from approximately January 2017 through approximately August 2021.

2. Participants. The individual participants identified in the Agreed Statement of Facts include Gavin Holt, formerly Vice President of U.S. Specialty Minerals Sales at TMC (departed effective September 30, 2021); Carl Edgerton, Vice President of Sales at Ridgecrest Minerals Inc. (1700 Lincoln Street, Suite 4200, Denver, CO 80203; CEO Brian Novotny; separately represented by Davenport, Kline & Archer LLP, lead partne

3. Products Involved. The products affected by the conspiracy include high-purity feldspar, industrial talc, and rare-earth concentrates sold to U.S. industrial and chemical-manufacturing customers.

4. Methods of Communication and Coordination. The participants coordinated their anticompetitive conduct through multiple channels, including encrypted messaging via the VaultChat application; in-person meetings at conferences organized by the North American Specialty Minerals Council (NASMC), held in Arlington, Virginia; Scottsdale, Arizona; and Orlando, Florida; and telephone calls. The Department has identified at

5. Affected Commerce. TMC's share of affected commerce during the conspiracy period is approximately USD $478 million. The total affected commerce across all participants in the conspiracy is approximately USD $1.34 billion. TMC's share of total affected commerce is approximately 35.7%.

6. Cooperation of Cascade Chemical Supply Co. Cascade Chemical Supply Co., located at 901 West Riverside Avenue, Suite 300, Spokane, WA 99201 (President Leonard Massey), entered into a cooperation agreement with the Department in approximately September 2021, providing the initial information that led to the opening of the Department's investigation. Information provided by Cascade Chemical Supply Co. was instrumenta

7. Co-Subjects of Investigation. In addition to TMC, the Department's investigation involves Ridgecrest Minerals Inc. and Pinnacle Earth Resources Ltd. as co-subjects. Each of these entities is separately represented by outside counsel and is the subject of separate proceedings by the Department. — END OF NON-PROSECUTION AGREEMENT — DOJ Reference Number: ATR-SF-2024-00312