Contract analysis

I. PURPOSE AND SCOPE OF THIS PROTOCOL This Privilege Review Protocol (the "Protocol") establishes binding guidelines for the privilege review of all documents collected from Torchlight Mining Corp. ("TMC") and its wholly owned subsidiary, Torchlight Mining (U.S.) Inc. ("TMC US"), in connection with the investigation being conducted by the Antitrust Division of the United States Department of Justice ("DOJ") through t

II. APPLICABLE LEGAL STANDARDS This Section sets forth the legal standards governing the assertion of privilege in connection with the Subpoena production. All reviewers must be familiar with these standards and apply them consistently throughout the review. Where a privilege determination requires the application of nuanced legal judgment, the matter must be escalated in accordance with the procedures set forth in S

II.A. Attorney-Client Privilege General Standard. Under the federal common law of attorney-client privilege, as applied in grand jury proceedings in the Northern District of California, a communication is protected from compelled disclosure if it satisfies each of the following elements: (1) The communication was made between a client (or the client's agent or representative) and an attorney (or the attorney's agent

II.B. Work-Product Doctrine General Standard. Under the work-product doctrine, as established by Hickman v. Taylor, 329 U.S. 495 (1947), and codified in Federal Rule of Civil Procedure 26(b)(3) (applied by analogy in the grand jury context), documents and tangible things prepared in anticipation of litigation or for trial by or for a party or by or for that party's representative are protected from discovery. In the

II.C. Joint Defense / Common Interest Privilege As of the date of this Protocol, no joint defense agreement ("JDA") has been entered into by TMC or Calderwood & Harkness with counsel for co-subjects of the grand jury investigation. The known co-subjects and their respective counsel are: • Ridgecrest Minerals Inc., represented by Davenport, Kline & Archer LLP (lead attorney: Helen Marchetti); • Pinnacle Earth Resource

II.D. Other Applicable Privileges and Protections Spousal Privilege. The spousal communications privilege protects confidential communications made between spouses during the marriage. To the extent that any custodian's document collection includes communications between the custodian and his or her spouse, such communications may be privileged. Reviewers should flag any such communications for escalation to Tier 2,

III. REVIEW PLATFORM AND TECHNOLOGY

III.A. Hosting Environment All documents collected from TMC and TMC US in connection with the Subpoena have been or will be collected, processed, and hosted by Redstone Digital Forensics Inc. ("Redstone"). The Redstone project team is led by Neil Ashworth, Project Director, located at Redstone's principal office at 7925 Jones Branch Drive, Suite 600, McLean, Virginia 22102. All data processing, de-duplication, and ho

III.B. Review Workflow Configuration The Redstone platform will be configured with a structured set of coding fields to facilitate the privilege review. The following coding fields are mandatory for every document reviewed: Privilege Designation. Each document must be assigned one of the following privilege designations: (a) Privileged — Withhold: The document is privileged in its entirety and will be withheld from p

III.C. Technology-Assisted Review (TAR) Technology-Assisted Review ("TAR"), also known as predictive coding, may be employed during the first-pass responsiveness review to identify documents that are likely responsive to the Subpoena. TAR algorithms may also be used to prioritize batches of documents for review based on relevance scores. However, TAR will not be used as the sole or primary basis for making privilege

III.D. Quality Control Quality control is a critical component of the privilege review process. The following quality-control procedures will be implemented: Random Sampling. A random sample of reviewed document batches will be subjected to quality-control review by a senior reviewer (Aaron Liu or Monica Reyes). The sampling rate will be ten percent (10%) of all batches reviewed by Tier 1 reviewers. The purpose of th

IV. PRIVILEGE SEARCH TERMS AND KEY CUSTODIANS

IV.A. Privilege-Indicative Search Terms The following categories of search terms will be applied to the document population to identify documents that may contain privileged content and that therefore require heightened scrutiny during the privilege review. The initial comprehensive search term list is attached as Appendix B. The categories below are illustrative and are intended to guide reviewers in understanding t

IV.B. Key Custodians with Elevated Privilege Sensitivity Certain custodians in the review population have been identified as having a heightened likelihood of possessing documents that raise privilege issues. The following custodians require particular attention during the privilege review: Priya Anand — General Counsel, Torchlight Mining Corp. Ms. Anand's document collection is expected to contain a high volume of c

V. REVIEW TIERS AND ESCALATION PROCEDURES The privilege review will be conducted in a three-tier structure designed to ensure that privilege determinations are made by reviewers with the appropriate level of experience and authority, that complex or high-risk privilege questions are escalated for senior review, and that the review process is efficient enough to meet the rolling production schedule.

V.A. Tier 1 — First-Level Review Tier 1 review constitutes the initial, first-level review of documents in the review population. Tier 1 review will be conducted by contract review attorneys managed by Redstone and supervised by Calderwood & Harkness. All Tier 1 reviewers must have completed the mandatory privilege training described in Section XI before commencing any review work. During the Tier 1 review, each revi

V.B. Tier 2 — Senior Associate Review Tier 2 review will be conducted by Aaron Liu (Lead Associate) and Monica Reyes (Working Associate). The Tier 2 reviewers are responsible for the following: (a) Reviewing all Tier 1 escalations — i.e., all documents coded "Potentially Privileged — Escalate" by Tier 1 reviewers; (b) Conducting the mandatory secondary review of all documents coded "Privileged — Withhold" or "Partial

V.C. Tier 3 — Partner Review Tier 3 review will be conducted by Elaine Forsythe, the Responsible Partner for this matter. Howard Bellamy, the Billing Partner, will provide support as needed, particularly on questions involving engagement economics and the scope of the review. Tier 3 review encompasses the following: (a) All escalations from Tier 2 involving the categories described above; (b) Crime-fraud exception de

V.D. Escalation Timeline To maintain the rolling production schedule and avoid bottlenecks in the review workflow, the following escalation timelines will be observed: • Tier 1 to Tier 2: All documents coded "Potentially Privileged — Escalate" by a Tier 1 reviewer must be routed to the Tier 2 senior reviewer queue within forty-eight (48) hours of the initial coding. • Tier 2 to Tier 3: All documents escalated from Ti

VI. PRIVILEGE LOG REQUIREMENTS

VI.A. Logging Obligations TMC is obligated to provide a privilege log identifying all documents withheld from production on the basis of privilege. The privilege log serves as the primary vehicle by which the DOJ and, if necessary, the court can assess the validity of TMC's privilege claims. Accordingly, the privilege log must be prepared with care and precision. The following logging obligations apply: (a) All docum

VI.B. Required Log Fields Each entry on the privilege log must include the following fields:

VI.C. Descriptions The subject-matter descriptions on the privilege log are of particular importance. The DOJ will scrutinize the descriptions to evaluate whether TMC's privilege claims are legitimate and sufficiently supported. To that end, the following standards apply: (a) Each description must identify the attorney involved in the privileged communication, either by name or by role (e.g., "General Counsel," "outs

VI.D. Ongoing Maintenance The privilege log will be maintained as a spreadsheet within the Redstone platform, with export capability to Ashbury Holdings Excel for production to the DOJ. The privilege log template is attached as Appendix C. The privilege log is a running document that will be updated and supplemented with each rolling production. Entries corresponding to documents withheld or redacted in a given produ

VII.A. When Redactions Are Appropriate Redactions are appropriate in the following circumstances: (a) Partially privileged, partially responsive documents. Where a single document contains both content that is responsive to the Subpoena and non-privileged, and content that is privileged, the privileged content should be redacted and the non-privileged, responsive content should be produced. A common example is an ema

VII.B. Redaction Standards The following standards govern all redactions: (a) All redactions must be made using the native redaction tools available in the Redstone review platform. The redaction must render the redacted text permanently unrecoverable in the production copy. "Soft" redactions — i.e., redactions that can be removed or reversed by the recipient — are not acceptable and must not be used. (b) Each redact

VIII. CLAWBACK PROVISIONS — FRE 502(d) ORDER

VIII.A. Seeking an FRE 502(d) Order Given the volume and complexity of the document production, the risk of inadvertent disclosure of privileged material is significant. To mitigate this risk and to preserve TMC's privilege claims in the event of inadvertent production, Calderwood & Harkness will seek a Federal Rule of Evidence 502(d) order from the United States District Court for the Northern District of California

VIII.B. Clawback Procedures Pending FRE 502(d) Order Even before the FRE 502(d) order is entered by the court, the following clawback procedures will be followed in the event that a privileged document is inadvertently produced to the DOJ: (a) Identification. If any document that has been produced to the DOJ is subsequently identified as privileged — whether by a reviewer, a senior reviewer, Elaine Forsythe, or throu

VIII.C. Protective Measures to Minimize Inadvertent Production The multi-tier review process described in Sections V.A through V.C is the primary safeguard against the inadvertent production of privileged documents. In addition, the following protective measures will be implemented: Pre-Production Final Check. Before each rolling production is transmitted to the DOJ, Aaron Liu or Monica Reyes will conduct a final pri

IX. HANDLING OF SPECIFIC DOCUMENT CATEGORIES Certain categories of documents in the review population present recurring or heightened privilege issues. This Section provides specific guidance for the handling of these categories.

IX.A. Communications Involving Gavin Holt and TMC In-House Counsel Communications between Gavin Holt and Priya Anand (or other TMC legal personnel) are among the most sensitive documents in the review population. All such communications must receive Tier 3 review by Elaine Forsythe. No final privilege determination for these communications may be made below the Tier 3 level. The crime-fraud exception risk is elevated

IX.B. VaultChat Encrypted Messages VaultChat is an encrypted messaging application that was used by certain TMC employees for business communications. According to information gathered during the early stages of the investigation, VaultChat messages were the primary alleged communication channel for inter-competitor pricing discussions between Holt and individuals at competing companies, specifically Carl Edgerton of

IX.C. TMC Antitrust Compliance Program Documents TMC adopted an antitrust compliance policy in approximately 2014, and the most recent annual antitrust compliance training was conducted in approximately 2018. The document collection is expected to include compliance program materials such as the written compliance policy, training presentations, training attendance records, internal compliance audit reports, and rela