Contract analysis

I. EXECUTIVE SUMMARY This report covers the period from April 1, 2023 through June 30, 2023, and summarizes the principal developments in the DOJ Antitrust Division's ongoing grand jury investigation (Grand Jury No. GJ-22-0194, U.S. District Court for the Northern District of California) during the second quarter of 2023. Q2 2023 was a highly active quarter for this matter, marked by several significant developments

1. Witness Proffer Sessions. Two voluntary proffer sessions were conducted with TMC employees—Sandra Chu, Director of Pricing Analytics, and Thomas Eriksen, Regional Sales Manager (Western Region), each of the U.S. Specialty Minerals Division—on March 10, 2023 and April 22, 2023, respectively. Both sessions were conducted at the DOJ Antitrust Division San Francisco Field Office under queen-for-a-day protections negot

2. Second Grand Jury Subpoena. On May 15, 2023, TMC received a second grand jury subpoena duces tecum (Subpoena No. GJ-22-0194-SD-007) seeking expanded categories of documents, including customer-level pricing data, customer contract files, and NASMC-related communications over an extended date range (January 2015 through December 2022). C&H, in coordination with Redstone Digital Forensics Inc. ("Redstone"), complete

3. Compliance Consultant Engagement. At the close of Q2, C&H retained Meridian Compliance Partners LLC ("Meridian") on behalf of TMC to design and implement an enhanced antitrust compliance program. This engagement is intended both to genuinely strengthen TMC's compliance infrastructure and to demonstrate to the DOJ the Company's commitment to remediation—a factor that will be significant in any cooperation credit as

4. Cooperation Dialogue. C&H has maintained regular and constructive dialogue with the DOJ's lead prosecutors, Trial Attorney Denise Kowalski and Senior Trial Attorney Marcus Reeves, throughout the quarter. A supplemental cooperation submission was provided to the DOJ on May 1, 2023. The investigation is being supervised by Deputy Assistant Attorney General Julia Stafford-Hayes. While the DOJ has not provided a forma

II. WITNESS PROFFER SESSIONS A. Sandra Chu — Proffer Session (March 10, 2023) Sandra Chu, Director of Pricing Analytics within the U.S. Specialty Minerals Division of TMC, appeared for a voluntary proffer session with DOJ prosecutors on March 10, 2023. The session took place at the DOJ Antitrust Division San Francisco Field Office, located at 450 Golden Gate Avenue, Room 10-0101, San Francisco, California 94102. The

III. SECOND GRAND JURY SUBPOENA — RECEIPT AND COMPLIANCE A. Receipt and Analysis On May 15, 2023, TMC received a second grand jury subpoena duces tecum, designated Subpoena No. GJ-22-0194-SD-007, issued by the grand jury sitting in the United States District Court for the Northern District of California, San Francisco Division. The subpoena was served on TMC's registered agent for service of process in the United Sta

IV. ENGAGEMENT OF MERIDIAN COMPLIANCE PARTNERS LLC On or about the close of Q2 2023, with the formal engagement letter executed August 1, 2023 and substantive work commencing in early Q3, Calderwood & Harkness retained Meridian Compliance Partners LLC ("Meridian") on behalf of TMC to design and implement an enhanced antitrust compliance program for the Company. The engagement is being led by Claudia Ferraro, a recogn

1. Comprehensive Antitrust Compliance Risk Assessment. Meridian will conduct a company-wide assessment of TMC's antitrust compliance risks, including interviews with key personnel, review of existing policies and procedures, and benchmarking against industry best practices and DOJ guidance (including the DOJ's July 2019 Evaluation of Corporate Compliance Programs framework and its subsequent updates).

2. Mandatory Annual Training Modules. Meridian will design mandatory annual antitrust compliance training modules for all commercial personnel, including sales, marketing, pricing, and business development functions, as well as tailored training for senior management and the Board of Directors.

3. Competitor Contact Policies. Meridian will develop comprehensive policies governing employee contacts with competitor personnel, including pre-approval requirements, documentation obligations, and post-contact reporting.

4. Trade Association Interaction Guidelines. Meridian will prepare specific guidelines for employee participation in trade association events, including protocols for conference attendance, restrictions on certain types of interactions, and mandatory post-event certifications.

5. Compliance Hotline. Meridian will assist TMC in implementing a confidential compliance reporting hotline available to all employees, with established protocols for the investigation and escalation of reports.

6. Periodic Compliance Auditing. Meridian will design a periodic auditing process to test the effectiveness of the enhanced compliance program on an ongoing basis, including audit frequency, scope, and reporting. Timeline and Submission to DOJ. C&H and Meridian are targeting the submission of the enhanced antitrust compliance program proposal to the DOJ by mid-September 2023 (targeted date: September 15, 2023). The s

V. DOJ INVESTIGATION STATUS AND COOPERATION DIALOGUE Current Status of TMC's Cooperation Following the submission of the cooperation proffer to the DOJ on February 15, 2023, and the successful completion of the Chu and Eriksen proffer sessions described in Section II above, C&H has maintained regular and constructive dialogue with the DOJ's lead prosecutors throughout Q2 2023. This dialogue has been conducted primari

VI. INTERNAL INVESTIGATION — STATUS UPDATE The internal investigation conducted by C&H on behalf of TMC was substantially completed with the presentation of final findings to the TMC Board of Directors on January 20, 2023. The key findings of the internal investigation remain unchanged and are summarized below for reference: • Principal Wrongdoer. Gavin Holt, former Vice President of U.S. Specialty Minerals Sales, ex

VII. FINANCIAL AND DISCLOSURE MATTERS A. Litigation Reserve TMC's current litigation reserve for this matter stands at USD 30 million, which was established in March 2022 in connection with the Company's FY 2021 annual report (filed on SEDAR+ and with the U.S. Securities and Exchange Commission on Form 40-F on March 28, 2022). The reserve was established following the receipt of the first grand jury subpoena in Febru

VIII. STAFFING AND TEAM UPDATE Calderwood & Harkness's staffing for this matter has remained consistent throughout Q2 2023 and is as follows: In addition to the core team listed above, C&H has utilized contract review attorneys for the document review component of the second subpoena production, as supervised by Monica Reyes. These contract attorneys are subject to C&H's standard confidentiality and privilege protect

IX. ANTICIPATED Q3 2023 DEVELOPMENTS AND NEXT STEPS Looking ahead to Q3 2023 (July 1 through September 30, 2023), C&H anticipates the following principal developments and action items:

1. Enhanced Antitrust Compliance Program Submission. The submission of the enhanced antitrust compliance program proposal to the DOJ is targeted for September 15, 2023. C&H and Meridian Compliance Partners are working collaboratively to ensure that the program design reflects best practices, addresses the specific deficiencies identified in the internal investigation, and satisfies the DOJ's expectations as articulat

2. Updated Affected-Commerce Analysis. Hargrove Forensic Advisory is expected to complete its updated affected-commerce analysis incorporating the data produced under the second subpoena during Q3 2023. The updated analysis will provide TMC and C&H with a refined understanding of the affected-commerce figures and will serve as the foundation for the penalty mitigation analysis.

3. Litigation Reserve Memorandum. C&H will prepare an updated litigation reserve memorandum for the TMC Audit Committee, recommending an increase in the reserve from USD 30 million to USD 50 million. This memorandum will be coordinated with Calvert & Associates LLP regarding accounting standards compliance and will be submitted to the Audit Committee for consideration at its next scheduled meeting.

4. Continued Cooperation Dialogue. C&H will continue its regular dialogue with DOJ prosecutors Kowalski and Reeves. A specific objective for Q3 is to seek to understand the DOJ's timeline for resolution of the investigation and to explore whether the DOJ is prepared to begin NPA negotiations with TMC. C&H will calibrate the timing and substance of these discussions based on the government's signals and the status of

5. Penalty Mitigation Memorandum. C&H will prepare a comprehensive penalty mitigation memorandum analyzing the applicable provisions of the United States Sentencing Guidelines for organizations (USSG Chapter 8), relevant cooperation credit precedents in DOJ Antitrust Division matters, and the estimated penalty range for TMC based on the affected-commerce figures and applicable mitigating factors. This memorandum will

6. Monitoring Co-Targets and Cooperator. C&H will continue to monitor the status of co-targets Ridgecrest Minerals Inc. and Pinnacle Earth Resources Ltd., as well as the ongoing Cascade Chemical Supply Co. cooperation, to the extent that developments are observable through public filings, press reports, or communications from the DOJ. Any significant developments involving the co-targets could affect the DOJ's timeli

7. Monitoring Gavin Holt. C&H will continue to monitor Gavin Holt's separate proceedings through communication with his personal counsel, Patrick Dunleavy of Briarcliff Law Group PLLC, as appropriate and to the extent consistent with TMC's interests. Any change in Mr. Holt's posture—including any decision to cooperate with the DOJ—would be a significant development for TMC's own resolution discussions.

X. CONCLUSION AND RECOMMENDATION Q2 2023 was a productive and consequential quarter that materially advanced TMC's cooperation posture and positioned the Company favorably for the next phase of the DOJ's investigation. The successful completion of the Chu and Eriksen proffer sessions demonstrated TMC's genuine willingness to make current employees available to the government on a voluntary basis. The timely completio