Contract analysis

I. Interview Summary and Logistics Witness: Priya Anand, General Counsel, Torchlight Mining Corp. ("TMC"), 200 Bay Street, Suite 3400, Toronto, ON M5J 2J2, Canada. Date of Interview: August 10, 2022. Location: Calderwood & Harkness LLP, San Francisco office, 555 California Street, 40th Floor, San Francisco, CA 94104 (Conference Room 40-C). Duration: Approximately 3 hours and 45 minutes (9:00 a.m. – 12:45 p.m. PDT). I

II. Background on Witness A. Professional Background and Role at TMC Ms. Anand has served as General Counsel of Torchlight Mining Corp. since 2015. In that capacity, she reports directly to Chief Executive Officer Søren Dalmqvist on operational matters and has a functional reporting relationship to the Board of Directors, including Board Chair Margaret Caldwell, on matters of legal risk, governance, and compliance. S

III. Knowledge of the Alleged Conduct A. Lack of Prior Knowledge Ms. Anand stated unequivocally that she had no knowledge, prior to the receipt of Grand Jury Subpoena No. GJ-22-0194-SD-003 on February 14, 2022, of any price-fixing, market-allocation, or bid-rigging activities involving TMC personnel and competitors in the specialty minerals industry. She was clear and emphatic on this point and maintained this positi

IV. TMC's Antitrust Compliance Program — History and Assessment A. Adoption of the 2014 Compliance Policy Ms. Anand stated that TMC adopted its initial formal antitrust compliance policy in approximately 2014, which predated her tenure as General Counsel by roughly one year. She understood that the policy was developed under the direction of her predecessor in the General Counsel role, though she was not able to iden

V. Document Preservation and Litigation Hold A. Pre-Engagement Preservation Steps Ms. Anand described the steps she took immediately upon receipt of Grand Jury Subpoena No. GJ-22-0194-SD-003, which was served on TMC US's registered agent in Nevada on February 14, 2022, and transmitted to Ms. Anand's attention the same day. Upon learning of the subpoena, Ms. Anand took the following immediate actions: (a) She issued i

VI. Coordination with External Auditor and Financial Advisors A. Calvert & Associates LLP (Independent Auditor) Ms. Anand described the coordination between TMC's legal department and the company's independent external auditor, Calvert & Associates LLP (Montreal, QC), with respect to the financial-statement implications of the DOJ investigation. Daniel Moreau, engagement partner at Calvert & Associates, was the prima

VII. TMC Management Awareness and Governance A. CEO and Board Notification Ms. Anand stated that she informed CEO Søren Dalmqvist of the grand jury subpoena on February 14, 2022, the same day it was received. The conversation took place by telephone and included a discussion of the subpoena's scope, the nature of the DOJ Antitrust Division's investigation authority, the potential seriousness of the matter, and the im

VIII. Witness Credibility and Demeanor Assessment Ms. Anand was cooperative, forthcoming, and appeared to provide candid and thoughtful responses throughout the approximately three hours and forty-five minutes of the interview. She answered questions directly and did not appear evasive, defensive, or reluctant to address uncomfortable topics. When she did not know the answer to a question or could not recall a specif

IX. Open Issues and Follow-Up Items The following items require further investigation, documentation, or follow-up action in connection with the matters discussed during Ms. Anand's interview:

1. Compliance Policy Documentation: Obtain the 2014 Antitrust Compliance Policy in its original form, along with any amendments, revisions, supplements, or related memoranda, to compare against current DOJ compliance-program evaluation criteria, including the criteria set forth in the Antitrust Division's July 2019 guidance document. Confirm specifically whether any updates, revisions, or supplemental guidance were i

2. Training Records: Request from TMC's Human Resources Department and Legal Department all records of antitrust compliance training sessions conducted from 2014 through 2022, including attendance logs, sign-in sheets, training materials and slide decks, facilitator notes, and any other documentation. Confirm affirmatively that no antitrust compliance training was conducted in 2019, 2020, or 2021 and document the bas

3. Holt Offboarding Records: Obtain from TMC's IT Department all records relating to the offboarding of Gavin Holt's corporate devices and accounts following his resignation effective September 30, 2021, including the laptop reimaging log, backup verification records, mobile device wipe confirmation, email account deprovisioning records, and any other relevant documentation. These records are needed to confirm the co

4. VaultChat Forensics: Coordinate with Neil Ashworth at Redstone Digital Forensics Inc. regarding the current status of VaultChat data recovery efforts, including: (a) the results of forensic extraction from the Holt laptop backup; (b) the availability and results of any server-side VaultChat data; and (c) Redstone's assessment of the completeness of recovered VaultChat communications. A status report from Redstone

5. NASMC Attendance Records: Obtain from TMC's administrative and travel-expense records complete NASMC quarterly conference attendance records for all TMC personnel from January 2017 through December 2021. These records are needed to cross-reference with the trade-association meeting analysis being conducted by the investigation team and to identify all TMC personnel who may have had contact with Ridgecrest, Pinnacl

6. Potential Subsequent Interview: Reserve the possibility of conducting a follow-up interview with Ms. Anand if additional documents, witness testimony, or other evidence — including, without limitation, information obtained from Sandra Chu's or Thomas Eriksen's proffer sessions, or from the VaultChat data recovery — raises new questions about the legal department's awareness of, involvement in, or oversight of the

X. Privilege Designation and Distribution This memorandum is designated PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT and was prepared by Monica Reyes of Calderwood & Harkness LLP at the direction of Elaine Forsythe, the Responsible Partner for this matter, in connection with the provision of legal advice to Torchlight Mining Corp. in Grand Jury Investigation No. GJ-22-0194, pending