Contract analysis

1. Executive Summary Thomas Eriksen, Regional Sales Manager (Western Region) of the U.S. Specialty Minerals Division of Torchlight Mining Corp. ("TMC" or the "Company"), was interviewed on July 22, 2022, at Calderwood & Harkness's San Francisco office located at 555 California Street, 40th Floor. The interview was conducted by Aaron Liu (Lead Associate) and Monica Reyes (Working Associate) of Calderwood & Harkness LL

2. Interview Logistics 2.1 Date, Time, and Location The interview of Thomas Eriksen took place on Friday, July 22, 2022, commencing at approximately 9:30 a.m. Pacific Daylight Time and concluding at approximately 12:45 p.m. Pacific Daylight Time, for a total duration of approximately three hours and fifteen minutes. A single break of approximately fifteen minutes was taken at approximately 11:00 a.m. The interview wa

1. Calderwood & Harkness LLP represents Torchlight Mining Corp., the corporate entity. Calderwood & Harkness does not represent Eriksen in his individual capacity and is not acting as his personal attorney.

2. The purpose of the interview is to gather facts relevant to Calderwood & Harkness's internal investigation, which has been initiated in connection with the DOJ Antitrust Division's grand jury investigation concerning the North American specialty-minerals sector.

3. The attorney-client privilege that attaches to the communications in this interview belongs to Torchlight Mining Corp., the corporate client, and not to Eriksen personally. Eriksen cannot assert the privilege over the contents of this interview on his own behalf.

4. Torchlight Mining Corp. may, in its sole discretion, choose to waive the attorney-client privilege and disclose the contents of this interview to third parties, including the DOJ, other governmental authorities, or any other party, without Eriksen's consent and without prior notice to Eriksen.

5. Eriksen has the right to retain personal legal counsel at his own expense. If Eriksen chooses to retain personal counsel, the firm will work to accommodate that counsel's participation in future interviews.

6. Eriksen's cooperation with this interview is expected as part of his obligations as a TMC employee, but the firm cannot compel Eriksen to make any statement that he believes may tend to incriminate him. Following the delivery of these warnings, Mr. Liu asked Eriksen to confirm that he understood each of the foregoing points. Eriksen confirmed verbally that he understood. Mr. Liu then asked whether Eriksen wished t

3. Witness Background 3.1 Personal and Professional Background At the outset of the substantive portion of the interview, Eriksen was asked to provide background information about his employment history and current role at TMC. Eriksen provided the following information: Full Name: Thomas Eriksen Current Title: Regional Sales Manager, Western Region, U.S. Specialty Minerals Division, Torchlight Mining Corp. Employer:

4. NASMC Conference Attendance 4.1 Overview of Eriksen's NASMC Involvement Eriksen confirmed that he was a regular attendee of quarterly conferences organized by the North American Specialty Minerals Council ("NASMC"), a trade association headquartered at 2300 Wilson Boulevard, Suite 400, Arlington, Virginia 22201. NASMC is the principal trade association serving companies engaged in the extraction, processing, and d

1. NASMC Q2 2017 Conference — Arlington, Virginia (approximate dates: mid-June 2017)

2. NASMC Q4 2018 Conference — Scottsdale, Arizona (approximate dates: late November / early December 2018)

3. NASMC Q1 2020 Conference — Orlando, Florida (approximate dates: mid-February 2020)

4. NASMC Q3 2021 Conference — Arlington, Virginia (approximate dates: mid-July 2021) During the interview, Eriksen was shown conference registration records and TMC expense-report records confirming his attendance at each of these four conferences. The relevant documents were identified by the following Bates numbers: • TMC-PROD-0047823 (NASMC registration confirmation and TMC expense report, Q2 2017 conference) • TM

5. Knowledge of Pricing Practices and Competitor Communications 5.1 TMC's Internal Pricing Process Eriksen was asked to describe, in detail, the internal process by which pricing for TMC's U.S. specialty-minerals products was determined and communicated during the Alleged Conspiracy Period. Eriksen described a hierarchical pricing structure within the U.S. Specialty Minerals Division. At the top of this structure was

6. Post-Holt Departure Observations Eriksen was asked about the circumstances surrounding Gavin Holt's departure from TMC, which was effective September 30, 2021. This departure is of particular significance because it occurred approximately two weeks after the date — approximately September 15, 2021 — on which Cascade Chemical Supply Co. is understood to have entered a cooperation agreement with the DOJ Antitrust Di

7. Awareness of Cascade Chemical Supply Co. Eriksen was asked about his familiarity with Cascade Chemical Supply Co. ("Cascade"), a downstream distributor and processor of specialty minerals based in Spokane, Washington. Cascade is significant to the investigation because it is the cooperating entity that entered into a cooperation agreement with the DOJ Antitrust Division on or about September 15, 2021, and its coop

8. Document Preservation and Litigation Hold Compliance Eriksen was asked about his compliance with TMC's document-preservation obligations in connection with the DOJ investigation. Eriksen confirmed that he received the litigation hold notice dated March 1, 2022. He stated that he received both the company-wide notice, which was distributed to all TMC employees, and the targeted notice that was directed specifically

9. Assessment and Observations The following section sets forth the interviewing team's preliminary assessment of Eriksen's credibility, potential exposure, and suitability as a cooperating fact witness, as well as recommended follow-up items. The observations and conclusions contained in this section reflect the mental impressions and legal opinions of counsel and are entitled to heightened work-product protection.

1. Cross-Reference Conference Attendance with VaultChat Timestamps. Cross-reference Eriksen's confirmed attendance at the four identified NASMC conferences with the timestamps of VaultChat messages exchanged between Holt and Edgerton, Holt and Tsang, or among any other combination of TMC and competitor personnel. The purpose of this cross-reference is to determine whether any VaultChat communications occurred on spec

2. Review Eriksen's Email for Conference-Adjacent Periods. Conduct a targeted review of Eriksen's corporate email account for the periods immediately before, during, and after each of the four identified NASMC conferences. The review should focus on any communications referencing competitor contacts, pricing discussions, Holt's activities or schedule at conferences, or any post-conference pricing directives that may

3. Re-Interview After VaultChat Analysis. Consider whether Eriksen should be re-interviewed after the comprehensive VaultChat message analysis — currently in progress and anticipated to be completed by approximately September 15, 2022 — is finalized. If the VaultChat analysis reveals any messages that reference Eriksen by name, or that describe events at which Eriksen was present, a follow-up interview would be warra

4. Proffer Suitability Evaluation. Evaluate Eriksen's suitability for a voluntary proffer session with the DOJ in the context of TMC's overall cooperation strategy. This evaluation should take into account the results of the follow-up items described above, the DOJ's current posture regarding TMC's cooperation, and the strategic considerations associated with offering Eriksen as a cooperating fact witness. This evalu

10. Privilege and Confidentiality Reminder This memorandum is protected by the attorney-client privilege and the work-product doctrine. It was prepared at the direction of Elaine Forsythe, Responsible Partner, Antitrust & Competition Practice Group, Calderwood & Harkness LLP, in connection with the firm's representation of Torchlight Mining Corp. in Matter No. 1039-00001 (DOJ Antitrust Division Grand Jury Investigati