Contract analysis

I. Executive Summary This memorandum sets forth the findings of our analysis of encrypted-messaging communications recovered from the VaultChat platform involving Gavin Holt, former Vice President of U.S. Specialty Minerals Sales at Torchlight Mining Corp. ("TMC" or the "Company"). These communications were recovered from TMC systems and produced documents as part of the internal investigation being conducted by Cald

1. Pricing Discussions (19 of 37 exchanges, approximately 51%): Exchanges involving the sharing of proposed or planned pricing for high-purity feldspar, industrial talc, and/or rare-earth concentrates; agreements on pricing floors or ranges; and advance notice of price increases or decreases among the competitors.

2. Customer Allocation (11 of 37 exchanges, approximately 30%): Exchanges involving the identification of specific U.S. industrial and chemical-manufacturing customers and agreements regarding which competitor would serve or refrain from pursuing particular accounts.

3. Bid Coordination (7 of 37 exchanges, approximately 19%): Exchanges involving specific requests for proposals or bid invitations, including agreements on designated "winners," cover bids, and decisions to refrain from competitive bidding. All three categories of communications relate to the products at the center of the DOJ's investigation — high-purity feldspar, industrial talc, and rare-earth concentrates — sold

II. Background A. The DOJ Investigation The Antitrust Division of the United States Department of Justice, through its San Francisco Field Office, opened Grand Jury Investigation No. GJ-22-0194 on February 10, 2022. The investigation is focused on suspected price-fixing, market allocation, and bid-rigging in the North American specialty-minerals sector, with particular emphasis on three product categories: high-purit

III. Methodology A. Collection and Identification Protocol As described in Section II.C above, Redstone Digital Forensics created forensic images of Gavin Holt's corporate laptop and corporate mobile device, extracted cached VaultChat application data and database files from those images, collected device backups from TMC's cloud backup systems, and searched TMC's corporate email archives and network file shares for

IV. Summary of Findings — Overview of the 37 Documented Exchanges A. Chronological Distribution The 37 documented VaultChat exchanges span a period of approximately four years and four months, from the earliest documented exchange on March 14, 2017 to the latest documented exchange in approximately July 2021. This timeframe aligns substantially with the DOJ's alleged conspiracy period of approximately January 2017 th

V. Detailed Analysis — Category 1: Pricing Discussions (19 Exchanges) A. Nature and Pattern of Pricing Communications The 19 pricing-related exchanges reveal a consistent and recurring pattern of inter-competitor price coordination that persisted throughout the alleged conspiracy period. The communications demonstrate that Holt, Edgerton, and Tsang engaged in a systematic practice of sharing confidential pricing info

VI. Detailed Analysis — Category 2: Customer Allocation (11 Exchanges) A. Nature and Pattern of Customer Allocation Communications The 11 customer-allocation exchanges reveal a systematic effort by Holt, Edgerton, and Tsang to divide U.S. industrial and chemical-manufacturing customers among their respective companies, thereby reducing or eliminating competition for those accounts. The discussions involved identifyin

VII. Detailed Analysis — Category 3: Bid Coordination (7 Exchanges) A. Nature and Pattern of Bid-Coordination Communications The 7 bid-coordination exchanges document a pattern of collaborative manipulation of competitive bidding processes for specialty-minerals supply contracts. These exchanges related to specific requests for proposals (RFPs) or bid invitations issued by U.S. industrial and chemical-manufacturing c