Contract analysis

I. Executive Summary Calderwood & Harkness LLP ("C&H") received Grand Jury Subpoena Duces Tecum No. GJ-22-0194-SD-003 (the "Subpoena") on behalf of Torchlight Mining Corp. ("TMC") on February 14, 2022. The Subpoena was issued by the Antitrust Division of the United States Department of Justice ("DOJ"), San Francisco Field Office, under Grand Jury No. GJ-22-0194, sitting in the United States District Court for the Nor

II. Background A. The Investigation The Antitrust Division of the United States Department of Justice formally opened Grand Jury Investigation No. GJ-22-0194 on or about February 10, 2022. The investigation is being conducted through the DOJ's San Francisco Field Office and concerns suspected violations of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the North American specialty-minerals sector. Specifically, the

III. Subpoena Specifications — Document Request Categories The Subpoena contains nine document-request categories. This section analyzes each category, identifies the principal data sources and custodians, and provides a preliminary estimate of responsive document volume. The full text of the Subpoena is attached as Appendix A to this memorandum (not reproduced herein). A. Category 1: Pricing Documents Subpoena Speci

I. Category 9: Bid and RFP Documents Subpoena Specification. Category 9 requests all documents relating to bids, proposals, responses to requests for proposals ("RFPs"), or competitive tenders submitted by TMC for the supply of high-purity feldspar, industrial talc, or rare-earth concentrates to any customer in the United States, from January 1, 2012 to the present. Analysis. Bid-rigging is alleged as one component o

IV. Temporal Scope Analysis The Subpoena's date range — January 1, 2012 to the present (February 2022) — encompasses a period of approximately ten years. This temporal scope extends approximately five years before the alleged conspiracy period (January 2017 through August 2021) and approximately six months after the alleged conspiracy period concluded. The pre-conspiracy period (January 2012 through December 2016) is

V. Custodian Identification and Data Sources A. Proposed Key Custodians (Priority Tier 1) Based on our analysis of the Subpoena's specifications and the organizational structure of TMC's U.S. Specialty Minerals Division, we have identified five individuals as Priority Tier 1 custodians — that is, individuals whose files are most likely to contain the highest concentration of responsive documents and whose data should

1. Gavin Holt — Former Vice President, U.S. Specialty Minerals Sales Mr. Holt is the most directly implicated individual in the alleged conspiracy. He served as VP of U.S. Specialty Minerals Sales from 2016 until his resignation effective September 30, 2021. In that role, he had ultimate authority over pricing decisions, customer relationships, bid strategy, and trade-association participation for the Division. He is

2. Sandra Chu — Director, Pricing Analytics, U.S. Specialty Minerals Division Ms. Chu is responsible for the Division's pricing databases, quarterly price-list updates, customer-specific pricing records, and pricing strategy analyses. She reported to Gavin Holt during the relevant period and received pricing-adjustment instructions from him, making her a critical witness and document custodian for Category 1 (Pricing

3. Thomas Eriksen — Regional Sales Manager, Western Region, U.S. Specialty Minerals Division Mr. Eriksen manages customer relationships and bid submissions for the Division's western U.S. accounts. He attended at least four NASMC conferences during the alleged conspiracy period, making him a key custodian for Category 4 (Trade Association Documents) as well as Categories 3 (Customer/Sales Records) and 9 (Bids/RFPs).

4. Priya Anand — General Counsel, Torchlight Mining Corp. Ms. Anand oversees TMC's legal function and is the primary custodian for compliance policy documents (Category 6), internal communications regarding the investigation, and litigation-hold implementation. Her files will also contain communications with C&H and any prior counsel regarding the investigation. Data sources include her email, shared-drive files, and

5. Richard Fong — Chief Financial Officer, Torchlight Mining Corp. Mr. Fong is responsible for TMC's financial reporting and is the primary custodian for divisional financial records (Category 8), management reports, and audit committee materials. Data sources include his email, financial systems (Aldermere Services Inc.), management reporting files, and shared-drive documents. B. Proposed Additional Custodians (Prio

1. Email Systems. TMC and TMC US operate on the Strathmore Data Systems / Ashbury Software platform for corporate email. Collection will include active mailboxes for current employees and archived mailboxes for departed employees, including Gavin Holt. TMC IT has confirmed that email archives for separated employees are retained for a minimum of seven years under TMC's standard data-retention policy, meaning that Hol

2. VaultChat Archives. VaultChat is an encrypted messaging application that was used by Gavin Holt and potentially other TMC personnel to communicate with competitor representatives. Forensic extraction is required to recover VaultChat data from corporate systems. Redstone Digital Forensics Inc. (retained effective March 15, 2022) will assess the availability of VaultChat data on corporate servers, enterprise MDM sna

3. Shared Network Drives. The U.S. Specialty Minerals Division maintains shared network drives at its Reno, Nevada office containing pricing files, bid files, market-analysis reports, meeting materials, and other business documents. These shared drives are organized by functional area (Sales, Pricing, Marketing, Finance) and are accessible to division personnel based on role-based permissions. Collection from shared

4. CRM System. TMC's customer relationship management platform contains customer records, contact information, sales activity logs, pipeline data, bid-tracking information, and customer-specific notes. The CRM system is a critical data source for Categories 3 (Customer/Sales Records) and 9 (Bids/RFPs). Data extraction will require coordination with the CRM system administrator to generate structured exports covering

5. ERP System. TMC's Hollowell & Co.-based enterprise resource planning system maintains transaction-level data for financial and operational activities, including revenue, cost of goods sold, purchase orders, invoices, and product-level reporting. The ERP system is the primary source for Category 8 (Financial and Accounting Records) and will also support the production of transactional data for Categories 3 and 9. D

6. Contract Management System. The U.S. Specialty Minerals Division uses a contract management database to store executed customer contracts, amendments, pricing agreements, and related documents. This system is a primary source for Category 3 (Customer/Sales Records). Collection will require a full export of the database's document repository.

7. Personal Devices. Laptops, mobile phones, and tablets issued by TMC to key custodians may contain locally stored documents, messaging data (including VaultChat), and other responsive materials. An assessment must be conducted to determine which custodians used corporate-owned devices versus personal devices under a bring-your-own-device ("BYOD") policy. For corporate-owned devices, TMC has possession and control;

8. Cloud Storage. TMC personnel may have used Cobalt Ridge Systems, Aldermere Systems, or other cloud-based storage repositories to store or share documents. These repositories are part of the Ashgrove Software environment and can be collected in conjunction with the email collection. A review of cloud storage usage by Tier 1 and Tier 2 custodians should be included in the data-mapping exercise.

9. Physical Files. Paper records maintained at the U.S. Specialty Minerals Division's Reno, Nevada office may include original executed contracts, meeting notes, trade-association materials, and other documents that were not digitized. Physical file collections will require on-site review by C&H personnel or Redstone Digital Forensics to identify and scan responsive paper documents.

10. HR Records. TMC's Human Resources department maintains personnel files, organizational charts, training records, and separation agreements. These records are the primary source for Category 7 (Organizational Documents and Personnel Records) and are also relevant to Category 6 (Corporate Policies and Compliance) to the extent they contain training attendance records and compliance certifications.

11. Travel and Expense Systems. TMC's corporate travel booking and expense reporting platforms contain records of employee travel authorizations, flight and hotel bookings, expense reports, and receipts. These records are relevant to Category 4 (Trade Association Documents) and Category 2 (Communications with Competitors), as they may document travel to NASMC conferences or other events where meetings with competitor

VI. Privilege and Confidentiality Considerations The production of documents in response to a grand jury subpoena requires careful attention to privilege and confidentiality protections. This section addresses the principal privilege and confidentiality issues relevant to the Subpoena. A. Attorney-Client Privilege Communications between TMC personnel and Priya Anand (General Counsel) or other in-house counsel are pro

VII. Volume Estimation and Production Timeline A. Aggregate Volume Estimate The following table summarizes our preliminary estimates of the responsive document volume for each of the nine document-request categories in the Subpoena. These estimates are based on our initial assessment of the identified data sources and custodians and are subject to revision following the forensic collection and processing conducted by

VIII. Vendor Coordination C&H has engaged Redstone Digital Forensics Inc. to serve as the primary forensic collection, processing, hosting, and managed review vendor for this matter. Redstone is headquartered at 7925 Jones Branch Drive, Suite 600, McLean, Virginia 22102, and the engagement is being managed by Project Director Neil Ashworth. The retention agreement was executed effective March 15, 2022. Redstone's sco