Contract analysis

I. Executive Summary On May 15, 2023, Torchlight Mining Corp. ("TMC") received a second grand jury subpoena duces tecum, bearing reference number 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 (Grand Jury No. GJ-22-0194) (the "Second Subpoena"). The Second Subpoena was served on TMC's U.S. subsidiary, Torchlight M

II. Background and Procedural History A. The Investigation The DOJ Antitrust Division opened a federal grand jury investigation on or about February 10, 2022, into suspected anticompetitive conduct in the North American specialty-minerals sector. The investigation is being conducted through Grand Jury No. GJ-22-0194, empaneled in the United States District Court for the Northern District of California, San Francisco

III. Specifications of the Second Subpoena — Detailed Analysis A. Overview of Document Categories The Second Subpoena contains seven numbered specifications, designated as Categories 1 through 7 in the subpoena itself. For ease of reference, this memorandum uses the same numerical designations. The seven specifications can be grouped into three broad thematic categories: (i) Pricing data and pricing-model documentati

IV. Overlap Analysis: First Subpoena vs. Second Subpoena A critical task in formulating our compliance strategy is to identify and quantify the overlap between the First Subpoena productions (approximately 487,000 documents) and the Second Subpoena specifications. An efficient production strategy requires that we avoid re-producing documents that have already been delivered to the DOJ, while ensuring that all newly r

1. For documents that were previously produced in the First Subpoena production, we will prepare a Bates-number concordance identifying the previously produced documents by their original Bates numbers and cross-referencing them to the relevant Second Subpoena categories. This concordance will be provided to the DOJ as part of the Second Subpoena production, enabling the government to locate the previously produced d

2. For net new documents — i.e., documents that are responsive to the Second Subpoena but were not produced in the first round — we will assign new Bates numbers in a new numbering series (to be designated in consultation with Redstone) and produce them in accordance with the production format previously agreed upon with the DOJ.

3. We will coordinate with Redstone to update the production-tracking database to reflect both the First and Second Subpoena productions, ensuring a comprehensive and unified record of all documents produced to the DOJ throughout the investigation. We will coordinate directly with Neil Ashworth at Redstone regarding the deduplication methodology, production-tracking database updates, and Bates-numbering conventions.

V. Custodian and Data Source Identification A. Priority Custodians for Second Subpoena Based on our analysis of the seven specifications, we have identified the following individuals as priority custodians for the Second Subpoena collection:

1. Sandra Chu — Director, Pricing Analytics (Categories 1, 2, 3) Chu is the most important custodian for the pricing-related categories. While her email account was included in the original 34-custodian list and her emails were collected during the first round, the Second Subpoena requires a deeper collection of her analytical work product — spreadsheets, pricing-model files, Northgate Services Inc. presentations, an

2. Thomas Eriksen — Regional Sales Manager, Western Region (Categories 5, 6, 7) Eriksen is a key custodian for the bid/RFP, NASMC, and competitor-communication categories. His email was collected in the first round, but the Second Subpoena's focus on bid files, NASMC materials, and text messages requires supplemental collection from his mobile device (company-issued or personal, as applicable) for text messages, cale

3. Gavin Holt — Former VP, U.S. Specialty Minerals Sales (Categories 3, 6, 7 — Archived Data Only) Holt was terminated on September 30, 2021, and his email archives and device images were forensically preserved at that time. Comprehensive collection from Holt's archived data was performed during the first round. For the Second Subpoena, we recommend that Redstone confirm the completeness of the prior Holt collection

4. Richard Fong — Chief Financial Officer (Category 1) Fong was not included in the original 34-custodian list. He is being added as a custodian for the Second Subpoena because (a) Category 1 requires the extraction of transactional pricing data from the Hollowell & Co./ERP system, which is under the purview of TMC's finance function, and Fong will be the primary point of coordination for this data extraction; and (b

5. Priya Anand — General Counsel (Category 3) Anand was not included in the original 34-custodian list. Like Fong, she is being added because Category 3 expressly targets communications between the U.S. Specialty Minerals Division and TMC executive management regarding pricing decisions. As General Counsel, Anand may have received or participated in pricing-related communications, particularly those involving complia

6. Additional Custodians Not in Original 34-Custodian List In addition to Fong and Anand, we have identified the following individuals as new custodians who should be added to the collection list for the Second Subpoena: • Vice President of Operations, U.S. Specialty Minerals Division: This individual was involved in operational and cost-input decisions that affected pricing and may have participated in pricing-relat