Dear Elaine,
Thank you for your email of July 28, 2022, requesting an interview of Gavin Holt in connection with Torchlight Mining Corp.'s internal investigation related to the pending grand jury investigation before the U.S. District Court for the Northern District of California (Grand Jury No. GJ-22-0194).
I have discussed your request with my client, Mr. Holt, TMC's former Vice President of U.S. Specialty Minerals Sales. Mr. Holt respectfully declines to participate in the requested interview or to provide any statement in connection with TMC's internal investigation. This decision has been made on advice of counsel in light of the pending grand jury investigation and Mr. Holt's individual exposure as a person of interest in that proceeding. As you may be aware, Mr. Holt asserted his rights under the Fifth Amendment to the United States Constitution before the grand jury on June 14, 2022. His position remains unchanged, and he will continue to assert his Fifth Amendment privilege in all proceedings related to this matter.
I also note your reference to a potential joint defense interest between Mr. Holt and Torchlight Mining Corp. While I appreciate the suggestion, we do not believe that a joint defense arrangement would be appropriate at this time. Candidly, we see a meaningful divergence of interests between Mr. Holt individually and TMC, particularly given the nature of the investigation and the possibility that TMC may elect to pursue a cooperation strategy with the Department of Justice. We would of course be willing to revisit this assessment should circumstances change, but for now, we believe the interests of our respective clients are best served by maintaining independent positions.
Finally, I would ask that any future communications regarding Mr. Holt be directed to me at Briarcliff Law Group and not to Mr. Holt directly. Mr. Holt is separately represented in this matter and is no longer employed by Torchlight Mining Corp., his resignation having been effective September 30, 2021. He has no obligation to participate in the company's internal processes. I am happy to discuss procedural matters as needed, but our substantive position as set forth above is firm.
Thank you for your professionalism, and please do not hesitate to reach out if you have any questions regarding the appropriate channels of communication going forward.
Best regards,
Patrick Dunleavy Briarcliff Law Group PLLC 50 California Street, Suite 2800 San Francisco, CA 94111 Tel: (415) 553-8200 Email: pdunleavy@briarclifflawgroup.com
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