Contract analysis

I. Interview Summary Upjohn Warnings. At the outset of the interview, before any substantive questioning commenced, Aaron Liu administered Upjohn warnings (also referred to as corporate Miranda warnings) to Sandra Chu. Specifically, Mr. Liu advised Chu of the following: (a) Calderwood & Harkness LLP represents Torchlight Mining Corp. in connection with the investigation referenced above. The firm does not represent C

II. Background and Employment History Sandra Chu has been employed by Torchlight Mining Corp. since approximately June 2013. She was originally hired as a Pricing Analyst within the U.S. Specialty Minerals Division, a position she held for approximately two years. In 2015, she was promoted to Senior Pricing Analyst, a role that carried expanded responsibilities for overseeing the preparation of quarterly pricing reco

III. TMC's Internal Pricing Process Chu provided a detailed description of TMC's standard internal pricing process for the three product lines at issue in the investigation: high-purity feldspar, industrial talc, and rare-earth concentrates. The process as described by Chu is summarized below. Standard Process. On a quarterly basis, Chu's team compiles and analyzes data from multiple sources to develop a recommended

IV. Pricing-Adjustment Instructions from Gavin Holt This section addresses the core factual issue identified during the interview: Gavin Holt's pattern of directing pricing adjustments that deviated from the recommendations of Chu's pricing analytics team. Frequency and Pattern. Chu stated that on at least twelve occasions between approximately March 2017 and July 2021, Holt directed her to adjust published price lis

V. Knowledge of Competitor Communications A critical objective of this interview was to assess the extent of Chu's knowledge of, or involvement in, any communications between Gavin Holt and his counterparts at competitor companies regarding pricing, customer allocation, or bid coordination. The results of this line of questioning are set forth below. Direct Knowledge. Chu stated unequivocally that she had no direct k

VI. TMC's Antitrust Compliance Program Chu was questioned regarding her knowledge of and experience with TMC's antitrust compliance program, which is relevant both to the company's potential defenses and to its cooperation posture with the DOJ. Chu stated that she was generally aware that TMC had adopted an antitrust compliance policy at some point approximately in 2014, prior to her promotion to Director. She recall

VII. Holt's Departure and Subsequent Events Chu stated that Gavin Holt resigned from TMC effective September 30, 2021. Chu learned of Holt's departure through standard internal communications — she recalled receiving an email from TMC's Human Resources department or divisional leadership announcing the departure. No specific reason for Holt's resignation was communicated to Chu or, to her knowledge, to the broader U.

VIII. Assessment and Observations The following assessment reflects the mental impressions and conclusions of counsel and is entitled to heightened protection under the work-product doctrine. Credibility. Chu appeared credible, forthcoming, and cooperative throughout the interview. She answered questions directly and without apparent evasion. She volunteered relevant details without prompting in several instances and

IX. Documents Referenced The following Bates-numbered documents were shown to or discussed with Sandra Chu during the interview on July 15, 2022: In addition to the documents identified above, Chu was shown selected pricing spreadsheets and published price lists for high-purity feldspar, industrial talc, and rare-earth concentrates covering the period from 2017 through 2021. The Bates ranges for these additional docu

X. Distribution This memorandum has been distributed to the following individuals only: • Elaine Forsythe, Responsible Partner, Antitrust & Competition Practice Group, Calderwood & Harkness LLP • Monica Reyes, Working Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP • File: Matter No. 1039-00001 This memorandum is not to be distributed to the client, to any representative of Torchlight Min