Dear Patrick,
I hope this message finds you well. I am writing in my capacity as the responsible partner at Calderwood & Harkness LLP representing Torchlight Mining Corp. ("TMC") in connection with the ongoing investigation by the U.S. Department of Justice, Antitrust Division, including the pending grand jury proceeding (Grand Jury No. GJ-22-0194, N.D. Cal.) (Calderwood & Harkness Matter No. 1039-00001).
It is my understanding that Briarcliff Law Group PLLC represents Gavin Holt individually in connection with the same investigation, following his retention of your firm on or about June 10, 2022. I am reaching out to you directly in recognition of that representation.
**Purpose of This Request**
On behalf of TMC, I am writing to request that Mr. Holt make himself available for a voluntary interview in connection with Calderwood & Harkness's internal investigation on behalf of TMC. As you are likely aware, the internal investigation concerns allegations of price-fixing, market allocation, and bid-rigging in the North American specialty-minerals sector — specifically involving high-purity feldspar, industrial talc, and rare-earth concentrates — during the period from approximately January 2017 through August 2021.
**Context for the Request**
Mr. Holt served as Vice President, U.S. Specialty Minerals Sales at TMC from 2016 until his resignation effective September 30, 2021. In that capacity, he led TMC's commercial pricing function for the U.S. Specialty Minerals Division throughout the relevant period. Given the nature of his role, Mr. Holt is a critical fact witness with respect to TMC's internal pricing processes, commercial operations, and interactions with industry participants, including contacts made at the North American Specialty Minerals Council (NASMC) quarterly conferences.
As part of our internal investigation, Calderwood & Harkness has been conducting interviews of current and former TMC personnel. Mr. Holt's perspective is essential to the completeness of that effort, and we believe his participation would serve the interests of a thorough and accurate factual record.
**Acknowledgment of Mr. Holt's Rights and Separate Representation**
I want to be clear that this request is for a voluntary interview conducted in the context of TMC's internal investigation. It is not a compelled proceeding. We are aware that Mr. Holt asserted his Fifth Amendment privilege before the grand jury on June 14, 2022, and we fully respect his rights in that regard.
Calderwood & Harkness fully expects and welcomes your participation in any such interview as Mr. Holt's personal counsel. I also recognize that Mr. Holt may have concerns regarding the scope and potential use of any statements he might make, and I am prepared to address those concerns in advance.
**Potential Common Interest and Accommodations**
I would observe that there may be areas of overlapping or common interest between TMC and Mr. Holt, particularly to the extent that TMC's cooperation with DOJ and pursuit of a resolution may bear on the Division's posture toward Mr. Holt individually. We are open to discussing whether a joint defense agreement or common-interest arrangement might be appropriate, while recognizing that Mr. Holt's interests and TMC's interests may not be fully aligned on all issues.
We are also happy to discuss any ground rules or limitations you may wish to propose regarding the scope of the interview, including any topics Mr. Holt may wish to decline to address. We want to approach this in a manner that is constructive and respectful of your client's position.
**Logistics**
I would propose scheduling the interview at a mutually convenient time within the next two to three weeks — ideally by mid-to-late August 2022. We anticipate the interview would last approximately two to three hours. We are flexible as to format and can accommodate an in-person meeting at our San Francisco office (555 California Street, 40th Floor) or conduct the interview by videoconference, whichever is preferable. Aaron Liu, the lead associate on this matter, is copied on this email and would also participate in the interview.
**Next Steps**
I hope this request can be accommodated. The completeness of TMC's internal investigation is of considerable importance to the company, and Mr. Holt's participation would be a meaningful contribution to that process. I would welcome the opportunity to speak with you by phone at your convenience to discuss this request further and to address any questions or concerns you may have.
Please do not hesitate to reach me directly at (415) 555-8230 or by email. Aaron Liu is also available for scheduling coordination and can be reached at aliu@calderwoodharkness.com.
Thank you for your time and consideration, Patrick. I look forward to hearing from you.
Best regards,
**Elaine Forsythe** Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104 Phone: (415) 555-8230 Email: eforsythe@calderwoodharkness.com
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