Contract analysis

I. Introduction and Purpose We write on behalf of our client, Torchlight Mining Corp. ("TMC"), a corporation organized under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, with its registered office at 200 Bay Street, Suite 3400, Toronto, Ontario M5J 2J2, Canada, and its principal U.S. operations conducted through its wholly-owned subsidiary, Torchlight Mining (U.S.) Inc., located at 8750 West Sahara Ave

II. Summary of Document Productions to Date To provide the Division with a comprehensive account of TMC's cooperation, we begin by summarizing the document productions that TMC has made to date in response to the grand jury subpoena and in support of the Division's investigation. As the Division is aware, TMC received Grand Jury Subpoena No. GJ-22-0194-SD-003 on February 14, 2022. The subpoena called for the producti

III. Supplemental Factual Submissions Since the date of the February 15 Proffer, TMC's internal investigation has continued, and Calderwood & Harkness has obtained additional factual information that we believe is material to the Division's inquiry. We summarize that information below. A. Additional Detail on Gavin Holt's Pricing Communications As reported in the February 15 Proffer, the findings of TMC's internal in

IV. Updated Witness Availability TMC has continued to make its current employees available to the Division for proffer sessions and, if requested, grand jury testimony. Since the February 15 Proffer, two voluntary proffer sessions have been completed, and TMC remains prepared to make additional witnesses available as the Division's investigation requires. A. Sandra Chu — Voluntary Proffer Session TMC made Sandra Chu,

V. Remediation and Compliance-Enhancement Efforts TMC recognizes that meaningful cooperation encompasses not only the production of documents and the availability of witnesses, but also the implementation of concrete remedial measures designed to prevent recurrence of the alleged conduct. TMC has taken, and continues to take, significant steps in this regard. A. Immediate Remedial Steps Taken Upon learning of the Div

VI. Affected Commerce and Financial Context Calderwood & Harkness, with the assistance of Hargrove Forensic Advisory LLC, is continuing to analyze the volume of TMC's U.S. sales of the three affected product categories — high-purity feldspar, industrial talc, and rare-earth concentrates — during the alleged conspiracy period of approximately January 2017 through August 2021. We provide the following preliminary analy

VII. Cooperation Credit Request TMC respectfully submits that its cooperation with the Division's investigation has been timely, thorough, and conducted in good faith, and that this cooperation warrants significant credit under the Division's policies, including the Antitrust Division's Leniency Program and Other Incentives for Self-Reporting, Cooperation, and Remediation and related policy statements. TMC's cooperat

1. Extensive Document Production. TMC has produced approximately 487,000 documents, comprising approximately 3.2 million pages, collected through forensic methods from 34 identified custodians. The production was made on a rolling basis and was conducted as expeditiously as the volume and complexity of the materials permitted.

2. Comprehensive Internal Investigation. TMC, through Calderwood & Harkness and its forensic advisors, has conducted a thorough internal investigation involving interviews of 23 current and former TMC employees and the review of approximately 555,000 documents. The findings of the internal investigation have been shared transparently with the Division through the February 15 Proffer and this supplemental submission.

3. Voluntary Proffer Sessions. TMC has made two key witnesses — Sandra Chu and Thomas Eriksen — available for voluntary proffer sessions with the Division, conducted on March 10, 2023 and April 22, 2023, respectively. Both individuals appeared voluntarily with counsel and provided candid and responsive information.

4. Transparent Sharing of Adverse Findings. TMC has disclosed to the Division, openly and without reservation, evidence of at least 37 instances of Gavin Holt's pricing-related communications with competitors. TMC has not withheld or minimized the significance of its internal investigation findings, even where those findings are adverse to TMC's interests.

5. Proactive Remediation. TMC has implemented interim pricing controls within the U.S. Specialty Minerals Division and is in the process of developing a comprehensive Enhanced Antitrust Compliance Program. These remediation efforts are ongoing and reflect TMC's commitment to ensuring that the alleged conduct does not recur.

6. Consistent Availability. TMC has maintained a consistent posture of availability and responsiveness throughout the investigation, promptly addressing the Division's requests for information, documents, and witness access. TMC respectfully requests that the Division take these cooperation efforts into account in determining the appropriate resolution of this matter, including in the assessment of any potential fine

VIII. Reservation of Rights This submission is made in the spirit of cooperation and in furtherance of TMC's ongoing dialogue with the Division regarding the resolution of this matter. However, TMC expressly reserves all rights, privileges, protections, and defenses available to it under applicable law. Without limiting the generality of the foregoing, TMC specifically reserves the attorney-client privilege and the p

IX. Conclusion TMC remains committed to full and continuing cooperation with the Antitrust Division's investigation of the matters referenced herein. TMC has devoted, and will continue to devote, substantial resources to supporting the Division's inquiry, conducting a thorough internal investigation, and implementing meaningful and lasting remedial measures. TMC respectfully requests that the Division consider this s