Contract analysis

I. Purpose of This Memorandum This memorandum documents the attempted interview of Gavin Holt in connection with Calderwood & Harkness LLP's internal investigation conducted on behalf of Torchlight Mining Corp. ("TMC" or "Torchlight") regarding the United States Department of Justice, Antitrust Division grand jury investigation captioned Grand Jury No. GJ-22-0194, pending before the United States District Court for t

II. Background on Gavin Holt A. Role and Employment History at TMC Gavin Richard Holt served as Vice President, U.S. Specialty Minerals Sales, Torchlight Mining Corp., from approximately March 2016 through September 30, 2021. He was hired into the role from Meridian Industrial Minerals, Inc., where he had held the position of Senior Director, North American Sales, from 2012 to 2016. Prior to Meridian, Holt held vario

III. Chronology of Interview Request and Refusal A. Initial Outreach to Holt (Pre-Separate Counsel) Calderwood & Harkness identified Holt as a Tier 1 priority witness in the Internal Investigation Plan dated March 5, 2022. The Investigation Plan recognized that, as a former employee, Holt could not be compelled to participate in the internal investigation, and it recommended that outreach be initiated promptly to max

IV. Implications for the Internal Investigation A. Evidentiary Gap Holt's refusal to participate in the internal investigation interview creates a significant evidentiary gap. As the individual who led TMC's commercial pricing function during the entirety of the alleged conspiracy period and who is the primary identified TMC participant in the alleged competitor communications, Holt is uniquely positioned to provide

V. Implications for TMC's Defense Strategy and DOJ Cooperation A. Cooperation Posture TMC's cooperation with the DOJ Antitrust Division does not require TMC to compel testimony from former employees over whom TMC has no legal authority or contractual control. The DOJ's Evaluation of Corporate Compliance Programs guidance and the Antitrust Division's policies on corporate cooperation recognize that a corporation's coo

VI. Recommendations Based on the foregoing analysis, Calderwood & Harkness recommends the following:

1. No further interview attempts at this time. Additional requests to interview Gavin Holt are unlikely to succeed given Dunleavy's unequivocal refusal and the constitutional grounding of Holt's position. Further outreach at this stage risks complicating the relationship with Holt and his counsel and could be perceived as overreaching. Calderwood & Harkness will revisit the question of renewed outreach on a quarterly

2. Proceed with internal investigation based on available evidence. The documentary record — including the VaultChat messages, pricing data, email correspondence, RFP records, and expense reports — together with the interviews of 23 current and former TMC employees (including Chu, Eriksen, Anand, and Fong) provide a sufficient evidentiary basis for the internal investigation's findings, notwithstanding the gap create

3. Document the refusal for cooperation-credit purposes. TMC should be able to demonstrate to the DOJ that it made good-faith, diligent efforts to interview Holt and was rebuffed by his independent assertion of constitutional rights. The chronology documented in this memorandum, together with the email correspondence between Forsythe and Dunleavy (July 28 and August 2, 2022), the prior outreach through Priya Anand (M

4. Maintain separation from Holt's defense. We reaffirm the recommendation, first made in the June 12, 2022 memorandum, against entering into a joint defense agreement with Holt's counsel, Patrick Dunleavy. TMC's cooperation strategy requires clear separation from Holt's individual posture, and the divergence of interests between TMC and Holt is now firmly established. Information-sharing with Holt's counsel should b

5. Prepare for adverse Holt testimony. Calderwood & Harkness should develop a contingency analysis addressing scenarios in which Holt cooperates with the DOJ and provides testimony that may attempt to shift responsibility upward within TMC or expand the scope of alleged corporate involvement. This analysis should include: (a) identification of the specific adverse assertions Holt could make; (b) assessment of the doc

VII. Document Retention and Privilege Designation This memorandum has been prepared by Calderwood & Harkness LLP in its capacity as counsel to Torchlight Mining Corp. It constitutes attorney work product and is protected by the attorney-client privilege and the work-product doctrine under Federal Rule of Civil Procedure 26(b)(3) and applicable California law. The memorandum reflects the mental impressions, conclusion

VIII. Attachments (Referenced) The following materials are referenced in this memorandum and are maintained in the privileged work-product files for Matter No. 1039-00001: • Attachment A: Email from Elaine Forsythe to Patrick Dunleavy, dated July 28, 2022, requesting interview of Gavin Holt in connection with TMC's internal investigation. • Attachment B: Email from Patrick Dunleavy to Elaine Forsythe, dated August 2,