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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 555 California Street, 40th Floor San Francisco, California 94104

This memorandum is a privileged and confidential attorney-client communication and attorney work product prepared in connection with Calderwood & Harkness LLP's representation of Torchlight Mining Corp. in the matter of the grand jury investigation pending before the U.S. District Court for the Northern District of California, San Francisco Division (Grand Jury No. GJ-22-0194). It is not to be disclosed to any third party without prior written authorization from Calderwood & Harkness LLP or Torchlight Mining Corp.'s General Counsel.

MEMORANDUM

June 15, 2022

Matter: Torchlight Mining Corp. — DOJ Antitrust Division Grand Jury Investigation

Matter Number: 1039-00001

From: Aaron Liu, Lead Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP

To: Priya Anand, General Counsel, Torchlight Mining Corp.

CC: Elaine Forsythe, Responsible Partner, Calderwood & Harkness LLP Howard Bellamy, Billing Partner, Calderwood & Harkness LLP Monica Reyes, Associate, Calderwood & Harkness LLP

Re: Document Production Progress Report — Grand Jury Subpoena No. GJ-22-0194-SD-003

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I. Purpose of Memorandum

The purpose of this memorandum is to provide Torchlight Mining Corp. ("TMC") General Counsel Priya Anand with a comprehensive status update on the document collection, review, and production efforts undertaken by Calderwood & Harkness LLP ("C&H" or the "Firm") in response to Grand Jury Subpoena Duces Tecum No. GJ-22-0194-SD-003, which was served on TMC on February 14, 2022, by the Antitrust Division of the United States Department of Justice ("DOJ").

Specifically, this memorandum is intended to accomplish the following objectives:

1. Summarize the volumes of documents collected from TMC's data systems and custodians, the documents reviewed to date by the C&H review team, the documents produced to the DOJ through rolling productions, and the documents withheld on privilege grounds, all as of the date of this memorandum.

2. Report on the current status of the privilege review and the privilege log, including the number of privilege entries logged and any outstanding privilege-related issues that warrant TMC's attention.

3. Provide an anticipated timeline for the completion of the remaining rolling productions to the DOJ, including estimated completion dates for first-pass relevance review and second-pass privilege review.

4. Identify specific outstanding issues and action items that require the attention and involvement of TMC's General Counsel office, its Information Technology department, and other internal stakeholders.

This memorandum should be read in conjunction with prior communications from C&H to TMC regarding the subpoena, including the Subpoena Analysis Memorandum dated February 28, 2022, the Data Collection Protocol dated March 18, 2022, and the Privilege Review Protocol dated March 10, 2022. All capitalized terms not defined herein shall have the meanings ascribed to them in those prior documents.

II. Background

On February 10, 2022, the Antitrust Division of the United States Department of Justice formally opened Grand Jury Investigation No. GJ-22-0194 before the United States District Court for the Northern District of California, San Francisco Division. The investigation concerns suspected violations of Section 1 of the Sherman Act, 15 U.S.C. § 1, specifically price-fixing, market allocation, and bid-rigging in the North American specialty-minerals sector. The product markets at issue include high-purity feldspar, industrial talc, and rare-earth concentrates. The DOJ's investigation is being conducted out of its San Francisco Field Office.

On February 14, 2022, TMC received Grand Jury Subpoena Duces Tecum No. GJ-22-0194-SD-003, issued by the grand jury and delivered by representatives of the DOJ Antitrust Division's San Francisco Field Office. The lead prosecutors assigned to the matter are Trial Attorney Denise Kowalski and Senior Trial Attorney Marcus Reeves. The subpoena commanded the production of a broad range of documents and electronically stored information ("ESI") relating to TMC's operations in the specialty-minerals sector, as described in further detail in Section III below.

Following receipt of the subpoena, TMC's General Counsel, Priya Anand, engaged Calderwood & Harkness LLP on February 18, 2022, to represent TMC in connection with the grand jury investigation and to manage the document collection, review, and production process required by the subpoena.

On February 22, 2022, C&H acknowledged receipt of the subpoena on TMC's behalf in a letter to Trial Attorney Kowalski and, following negotiations with the DOJ, obtained a sixty (60) day extension of the initial return date. This extension was granted to permit TMC and its counsel sufficient time to implement a litigation hold, identify responsive data sources, retain an e-discovery vendor, and commence the collection and review process in an orderly and defensible manner.

On March 1, 2022, C&H prepared and TMC issued a company-wide litigation hold notice under the signature of General Counsel Priya Anand. The litigation hold notice was distributed to all TMC employees and directed the preservation of all documents and ESI potentially relevant to the investigation. In addition, targeted supplemental hold notices were issued to personnel within TMC's U.S. Specialty Minerals Division, who were identified as likely custodians of documents responsive to the subpoena. These supplemental hold notices contained more specific preservation instructions tailored to the data sources and document categories identified in the subpoena.

On March 15, 2022, C&H retained Redstone Digital Forensics Inc. ("Redstone") to serve as the e-discovery vendor for this matter. Redstone is a nationally recognized e-discovery and digital forensics firm headquartered at 7925 Jones Branch Drive, Suite 600, McLean, Virginia 22102. The engagement of Redstone was made through C&H on behalf of TMC, and Redstone's work is being conducted under the direction and supervision of C&H attorneys for purposes of maintaining applicable privilege protections. The Redstone engagement is led by Project Director Neil Ashworth, who has managed the forensic data collection, processing, hosting, and managed review components of the project.

On March 18, 2022, C&H finalized the Data Collection Protocol and the accompanying Custodian List. The Data Collection Protocol identifies thirty-four (34) custodians whose data is subject to collection and review, and specifies the data sources to be collected from each custodian, the collection methodology to be employed, and the chain-of-custody procedures to be followed throughout the collection process. The Custodian List was developed in consultation with TMC's General Counsel office and TMC's Information Technology department, and reflects TMC personnel most likely to possess documents responsive to the subpoena based on their roles, responsibilities, and involvement in the specialty-minerals business during the relevant time period.

III. Scope of Subpoena and Document Categories

Grand Jury Subpoena No. GJ-22-0194-SD-003 demands a broad range of documents and ESI across multiple categories. A detailed analysis of each subpoena specification was provided to TMC in C&H's Subpoena Analysis Memorandum dated February 28, 2022. For purposes of this production status update, the key document categories demanded by the subpoena are recapitulated below.

The subpoena specifies the following principal categories of documents:

(a) Competitor Communications. All communications, in any form, between TMC and its officers, directors, employees, or agents, on the one hand, and any competitor in the specialty-minerals sector, on the other hand. The subpoena specifically identifies Ridgecrest Minerals Inc. ("Ridgecrest") and Pinnacle Earth Resources Ltd. ("Pinnacle") as companies of particular interest, though the specification is not limited to those two entities.

(b) Pricing Documents. All documents relating to the pricing of high-purity feldspar, industrial talc, and rare-earth concentrates, including but not limited to price lists, pricing proposals, pricing models, pricing analyses, pricing correspondence with customers, and internal memoranda or presentations concerning pricing strategy, pricing changes, or pricing benchmarks.

(c) Customer Contracts and Bid Proposals. All contracts, agreements, purchase orders, and bid proposals relating to the sale or supply of the identified specialty minerals to customers in North America, including any amendments, modifications, or correspondence relating to the terms of such agreements.

(d) Trade Association Materials. All correspondence, communications, meeting minutes, agendas, presentations, and other materials relating to TMC's participation in the North American Specialty Minerals Council ("NASMC"), including records of any meetings, conferences, dinners, or social events attended by TMC personnel in connection with NASMC activities.

(e) Internal Pricing Policies and Guidelines. All internal policies, guidelines, procedures, manuals, and analyses relating to the establishment, modification, or implementation of pricing for the identified specialty minerals, including any antitrust compliance policies or guidelines relating to pricing conduct.

(f) Communications of Identified Individuals. All communications sent or received by certain specifically identified individuals during the relevant time period. The subpoena identifies the following individuals by name: Gavin Holt, former Vice President, U.S. Specialty Minerals Sales; Sandra Chu, Director, Pricing Analytics; and Thomas Eriksen, Regional Sales Manager, Western Region. This specification encompasses all forms of communication, including email, instant messages, text messages, and voice messages, to the extent preserved in written or recorded form.

(g) VaultChat Messaging Application Records. All communications transmitted through the VaultChat encrypted messaging application on any TMC-issued or TMC-controlled device, as well as any personal device used for TMC business purposes, to the extent such communications relate to the specialty-minerals business.

(h) Personal Device Communications. Communications of identified custodians conducted on personal devices (including personal mobile phones and personal email accounts) to the extent such communications relate to TMC business in the specialty-minerals sector.

The temporal scope of the subpoena covers the period from January 1, 2015 through the date of the subpoena (February 14, 2022), a period of approximately seven years and six weeks. This broad temporal scope necessitated the collection and review of a substantial volume of historical data, including archived email and legacy document repositories.

IV. Data Collection Status

A. Custodian Universe

As set forth in the Data Collection Protocol finalized on March 18, 2022, a total of thirty-four (34) custodians were identified for data collection. The custodian universe was developed through a systematic process involving consultations with TMC's General Counsel office, TMC's Human Resources department, and TMC's Information Technology department, as well as C&H's independent analysis of the subpoena specifications and organizational charts for TMC's U.S. Specialty Minerals Division.

The thirty-four custodians include current TMC employees holding positions within the U.S. Specialty Minerals Division and certain corporate-level personnel whose roles involve oversight of or interaction with the specialty-minerals business. The custodian list also includes Gavin Holt, former Vice President of U.S. Specialty Minerals Sales, who departed TMC on September 30, 2021, to the extent TMC retains data within its possession, custody, or control relating to Holt.

It is important to note that TMC does not possess or control Gavin Holt's personal devices or personal accounts. Following his departure from TMC, Holt retained sole possession and control of his personal mobile phone, personal email accounts, and any other personal data repositories. C&H has learned that Mr. Holt retained personal legal counsel — Patrick Dunleavy of Briarcliff Law Group PLLC — on or about June 10, 2022. TMC's production obligation with respect to Holt is therefore limited to company-maintained data, including Holt's TMC corporate email account, data from Holt's TMC-issued laptop (which was returned to TMC upon his departure), and files maintained on TMC shared drives and cloud storage systems that are attributable to Holt.

B. Data Sources Collected

Redstone Digital Forensics, under C&H's direction, conducted forensic collections from the following data sources for the identified custodians:

1. TMC Corporate Email (Strathmore Data Systems / Ashbury Software). Forensic collection of email mailboxes for all thirty-four (34) custodians, including active mailboxes and archived mailboxes, from TMC's Strathmore Data Systems and Ashbury Software environment. Collections were performed using industry-standard forensic collection tools, with chain-of-custody documentation maintained for each collection.

2. Shared Network Drives — U.S. Specialty Minerals Division. Collection of documents stored on shared network drives maintained at TMC's U.S. Specialty Minerals Division office located at 8750 West Sahara Avenue, Suite 210, Reno, Nevada 89117. These shared drives contained departmental files, project folders, and collaborative workspaces used by the U.S. Specialty Minerals Division.

3. VaultChat Application Data. Data was recovered from TMC-issued devices belonging to twelve (12) custodians who were identified as users of the VaultChat encrypted messaging application. The VaultChat data extraction included chat logs, message histories, and associated metadata. Notably, Gavin Holt's TMC-issued laptop, which was returned to TMC upon his departure on September 30, 2021, was among the devices from which VaultChat data was recovered.

4. Cloud Storage Accounts (Cobalt Ridge Systems and Aldermere Systems). Forensic collection of documents and files stored in custodians' Cobalt Ridge Systems cloud storage accounts and relevant Aldermere Systems sites associated with the U.S. Specialty Minerals Division and related business functions.

5. Personal Devices. Eight (8) custodians who used personal mobile phones for TMC business communications consented to the forensic imaging of their personal devices for purposes of collecting business-related communications. These collections were conducted pursuant to the litigation hold instructions previously issued and in accordance with the custodian consent procedures established in the Data Collection Protocol.

6. Hard-Copy Files. Physical files maintained in the offices of three (3) custodians at the Reno, Nevada facility were collected, scanned, and processed into electronic format by Redstone for inclusion in the review platform. These hard-copy collections consisted primarily of printed correspondence, handwritten notes, and physical copies of contracts and pricing documents.

C. Collection Volume

The total volume of raw data collected from all sources across all custodians is approximately 1.8 terabytes. This figure reflects the aggregate size of all forensic images, email archives, file collections, and other data before any processing, de-duplication, or filtering.

Following collection, Redstone performed standard e-discovery processing, which included de-duplication (removal of exact-duplicate documents across custodians), de-NISTing (removal of system files and other non-user-generated files using the National Institute of Standards and Technology's National Software Reference Library), file expansion (extraction of documents from container files, including ZIP archives, PST files, and other compressed or compound file types), and text extraction and metadata harvesting. After processing, the review universe was reduced to approximately 612,000 unique documents identified as candidates for attorney review.

All 612,000 processed documents have been loaded into Redstone's hosted review platform, where they are available for first-pass relevance review and second-pass privilege review by the C&H review team.

V. Document Review Progress

A. Review Methodology

The document review is being conducted through a coordinated effort utilizing Redstone's hosted review platform. The review team consists of C&H attorneys — including Aaron Liu (Lead Associate), Monica Reyes (Associate), and a team of contract review attorneys retained by C&H and operating under direct C&H supervision — as well as Redstone's managed-review team, which handles certain aspects of the first-pass relevance review under C&H's direction and quality-control oversight.

For the first-pass relevance review, the review team has employed technology-assisted review ("TAR"), also known as predictive coding, to prioritize and classify documents for responsiveness to the subpoena specifications. The TAR workflow was implemented as follows: C&H attorneys manually reviewed and coded a statistically significant seed set of documents to train the predictive-coding model; the model was then applied to the broader document population to generate relevance scores; documents were prioritized for manual review based on their relevance scores; and the results were validated through ongoing quality-control sampling conducted by C&H attorneys. This approach has permitted the review team to allocate resources efficiently while maintaining a high degree of accuracy in responsiveness determinations.

The second-pass privilege review is conducted exclusively by C&H attorneys — with Monica Reyes serving as the lead privilege reviewer — pursuant to the Privilege Review Protocol dated March 10, 2022. The Privilege Review Protocol establishes the standards for identifying and coding documents subject to the attorney-client privilege and the work-product doctrine, and includes detailed escalation procedures for complex or borderline privilege determinations. Where questions arise regarding the applicability of privilege to specific documents or categories of documents, such questions are escalated to Aaron Liu and, where appropriate, to Elaine Forsythe for resolution.

In addition, C&H has obtained a protective order from the court pursuant to Federal Rule of Evidence 502(d), which provides clawback protections in the event that privileged or work-product protected documents are inadvertently produced to the DOJ. This protective order serves as an important safeguard against the risk of waiver arising from the production of a large volume of documents under the rolling production timeline.

B. Review Volume as of June 15, 2022

As of the date of this memorandum, the review team has made substantial progress through the approximately 612,000-document review universe. The current review statistics are as follows:

• Documents Reviewed to Date (First Pass): Approximately 385,000 documents, representing approximately 63% of the total review universe.

• Documents Coded as Responsive and Produced: Approximately 142,000 documents have been coded as responsive to one or more subpoena specifications and have been produced to the DOJ through rolling productions.

• Documents Coded as Non-Responsive: Approximately 228,000 documents have been coded as non-responsive following first-pass review and have been excluded from the production.

• Documents Flagged for Privilege Review (Second Pass): Approximately 15,000 documents have been flagged during the first-pass review as potentially subject to privilege assertions and have been routed to the second-pass privilege review queue for analysis by C&H attorneys.

• Documents Remaining in First-Pass Review Queue: Approximately 227,000 documents remain in the first-pass relevance review queue and have not yet been reviewed.

The review team has maintained a consistent review pace since the commencement of the review in late March 2022, and the current trajectory is consistent with the projected timeline for completion as set forth in Section IX below.

C. First Rolling Production — April 4, 2022

The first rolling production was delivered to the DOJ on April 4, 2022, accompanied by the First Rolling Production Cover Letter prepared by C&H. This initial production consisted of approximately 42,000 documents that had been reviewed, coded as responsive, and cleared through the privilege review process.

The production was delivered in the format agreed upon with the DOJ, consisting of load files containing Bates-numbered document images in TIFF format, extracted text files for each document, and native files where production in native format was appropriate (e.g., spreadsheets and other complex electronic files where native format preserves functionality and content not captured in a TIFF image). Metadata fields were included in the load files in accordance with the specifications agreed upon with the DOJ.

The Bates range for the first rolling production was TMC-GJ-000001 through TMC-GJ-042037.

D. Subsequent Rolling Productions (April – June 15, 2022)

Following the initial April 4, 2022 production, additional rolling productions have been made to the DOJ on an approximately bi-weekly basis, consistent with the rolling production schedule communicated to and accepted by the DOJ. Each rolling production has been accompanied by a cover letter identifying the documents included, the Bates range, and any applicable privilege log entries for documents withheld from that tranche.

As of the date of this memorandum, the cumulative total of documents produced to the DOJ across all rolling productions is approximately 142,000 documents (inclusive of the initial 42,000-document production). The cumulative Bates range through the most recent production is TMC-GJ-000001 through TMC-GJ-142218.

The approximate cumulative page count of documents produced to the DOJ to date is approximately 920,000 pages.

A detailed log of each individual rolling production, including the date, document count, cumulative total, and Bates range for each tranche, is provided in Appendix B to this memorandum.

VI. Privilege Review and Privilege Log Status

A. Privilege Review Process

The privilege review is being conducted by C&H attorneys Monica Reyes and Aaron Liu in accordance with the Privilege Review Protocol dated March 10, 2022. The protocol establishes clear criteria for identifying documents subject to privilege claims and provides a structured framework for consistent and defensible privilege coding decisions.

The categories of documents being identified and withheld on privilege grounds include the following:

(a) Communications between TMC personnel and TMC's prior outside counsel (including counsel retained for antitrust compliance advice prior to C&H's engagement) that were made for the purpose of seeking or obtaining legal advice regarding antitrust compliance matters.

(b) Communications between TMC personnel and TMC's General Counsel, Priya Anand, made for the purpose of seeking or providing legal advice in her capacity as an attorney, as distinguished from communications in which Ms. Anand was acting solely in a business capacity.

(c) Documents and materials prepared by TMC's in-house legal department in anticipation of litigation or regulatory proceedings, including investigative memoranda, litigation risk assessments, and related work product.

(d) Communications between TMC personnel and Calderwood & Harkness LLP attorneys made after the engagement date of February 18, 2022, in connection with the representation of TMC in this grand jury investigation.

Where documents reflect both privileged and non-privileged content, C&H has applied a conservative approach, reviewing such documents on a document-by-document basis and, where appropriate, withholding the document in its entirety with a corresponding log entry, or, in certain cases, producing a redacted version of the document to preserve the privileged content while disclosing the non-privileged portions.

B. Privilege Log — First Production

A privilege log was prepared and delivered to the DOJ in connection with the first rolling production on April 4, 2022. The log identified each document withheld on privilege grounds from that tranche and included the following information for each entry: document control number, date of document, author(s), recipient(s), description of the document, and the privilege basis asserted.

Supplemental privilege log entries have been included with each subsequent rolling production, covering any additional documents withheld from that tranche. The privilege log is being maintained on a cumulative and running basis to facilitate ongoing tracking and to enable the DOJ to review and, if warranted, challenge specific entries.

C. Cumulative Privilege Log Statistics (as of June 15, 2022)

As of the date of this memorandum, the cumulative privilege log contains entries for approximately 1,280 documents that have been withheld from production on privilege grounds. The breakdown of privilege bases asserted is as follows:

• Attorney-Client Privilege: Approximately 78% of all log entries (approximately 998 documents) have been withheld solely on the basis of attorney-client privilege.

• Work-Product Doctrine: Approximately 15% of all log entries (approximately 192 documents) have been withheld solely on the basis of the work-product doctrine.

• Dual Basis (Attorney-Client Privilege and Work-Product Doctrine): Approximately 7% of all log entries (approximately 90 documents) have been withheld on the basis of both attorney-client privilege and work-product protection.

To date, the DOJ has not raised any challenges or objections to the privilege assertions set forth in the privilege log. C&H will continue to monitor for any such challenges and will promptly notify TMC's General Counsel in the event that the DOJ contests any log entry.

D. Outstanding Privilege Issues

Two areas of the privilege review warrant specific attention from TMC's General Counsel:

First, approximately 15,000 documents that were flagged during the first-pass relevance review as potentially implicating privilege remain in the second-pass privilege review queue and have not yet been fully analyzed. The C&H team is working through this queue on a priority basis, with an estimated completion date of the end of July 2022 — approximately four to six weeks from the date of this memorandum.

Second, C&H has identified a category of documents that requires particularly careful privilege analysis: communications involving TMC's adoption of an antitrust compliance policy in 2014 and any subsequent compliance-related legal advice provided to TMC personnel. While these communications are likely subject to attorney-client privilege to the extent they reflect the provision of legal advice by TMC's in-house or outside counsel, C&H is aware of the risk that the DOJ may seek to invoke the crime-fraud exception to the attorney-client privilege with respect to these documents. Specifically, if the DOJ takes the position that TMC's antitrust compliance program was inadequate or was not genuinely implemented — and that the program was used as a shield to mask ongoing anticompetitive conduct — the DOJ may argue that communications relating to the compliance program fall within the crime-fraud exception and should be disclosed.

C&H recommends that TMC adopt a conservative approach to asserting privilege over compliance-related communications. To this end, C&H is reviewing these documents with heightened scrutiny and will provide TMC's General Counsel with a separate, detailed analysis of the privilege exposure in this area before making final withholding or production decisions for this document subset.

VII. Specific Production Issues and Challenges

A. VaultChat Data Recovery

The recovery and production of VaultChat messaging data has presented particular technical challenges. VaultChat is an encrypted messaging application that was used by certain TMC personnel for business communications. Because VaultChat employs end-to-end encryption and does not maintain server-side message archives accessible to TMC, the recovery of VaultChat data has been dependent upon forensic extraction from individual TMC-issued devices on which the application was installed.

Redstone Digital Forensics has undertaken the forensic extraction of VaultChat data from the TMC-issued devices of twelve (12) custodians who were identified as VaultChat users. As of the date of this memorandum, Redstone has successfully extracted VaultChat data from ten (10) of the twelve (12) targeted devices. The extracted data includes message histories, chat logs, group conversation records, and associated metadata, all of which have been processed and loaded into the review platform for attorney review.

The remaining two (2) devices have presented data corruption issues that have prevented successful extraction to date. One of these devices was assigned to a former TMC employee who departed prior to Gavin Holt's departure and whose device sustained physical damage prior to return. Redstone is continuing to attempt recovery using advanced forensic techniques, including sector-level imaging and data carving, but the prospects for successful recovery remain uncertain. C&H will promptly advise TMC if Redstone determines that recovery from these devices is not feasible, at which point C&H will assess whether a disclosure to the DOJ regarding the data loss is warranted.

VaultChat communications involving Gavin Holt that were recovered from Holt's TMC-issued laptop (returned to TMC upon his departure on September 30, 2021) are included in the production universe and are being reviewed for responsiveness and privilege in the ordinary course alongside all other collected data.

B. Personal Device Collections

As noted above, eight (8) custodians consented to the forensic imaging of their personal mobile devices for purposes of collecting business-related communications. These collections have been completed and the resulting data has been processed and loaded into the review platform.

However, two (2) additional custodians who have been identified as users of personal devices for TMC business communications have raised objections to the full imaging of their personal devices. The objections are based on privacy concerns relating to the custodians' personal data, including personal photographs, medical information, and communications with family members. C&H recognizes the legitimacy of these privacy concerns while also emphasizing that TMC has an obligation under the subpoena to produce business-related communications regardless of the device on which they reside.

C&H is working with TMC's General Counsel office to resolve these objections. The proposed approach is to schedule custodian meetings with C&H counsel at which the custodians' preservation and production obligations can be explained, and to explore whether a targeted search-term collection — in which only business-related communications are extracted from the personal devices using agreed-upon search terms — can serve as a reasonable compromise in lieu of full forensic imaging. C&H believes this approach is defensible provided that the search terms are sufficiently comprehensive to capture responsive communications and that the custodians confirm under oath or affirmation that they have not deleted or withheld business-related communications from their personal devices.

TMC's General Counsel office's assistance in facilitating these custodian meetings and in reinforcing the custodians' obligations is requested as an action item, as described further in Section XI below.

C. Gavin Holt's Data

Gavin Holt is a former Vice President of U.S. Specialty Minerals Sales who departed TMC on September 30, 2021 — approximately four and a half months prior to the service of the subpoena. Holt is specifically identified in the subpoena as an individual whose communications are of particular interest to the investigation.

TMC's production obligation with respect to Holt is limited to data within TMC's possession, custody, or control. Specifically, the Holt-related data sources available to TMC consist of:

• Holt's TMC corporate email account (including archived messages for the period of Holt's employment);

• Data from Holt's TMC-issued laptop, which was returned to TMC upon his departure on September 30, 2021;

• Files attributable to Holt on TMC shared network drives and cloud storage systems; and

• VaultChat data recovered from Holt's TMC-issued laptop.

TMC does not possess or control Holt's personal mobile phone, personal email accounts (including any personal Northgate Software, Cascade Health IT, or other accounts), or any data maintained solely by Holt after his departure from TMC on September 30, 2021. To the extent the DOJ seeks production of Holt's personal data, such requests must be directed to Holt or his personal counsel.

C&H has confirmed that Gavin Holt retained personal legal counsel on or about June 10, 2022. Mr. Holt is now represented by Patrick Dunleavy of Briarcliff Law Group PLLC. Any requests for Holt's personal data or any communications with Holt regarding the investigation should be directed through Mr. Dunleavy.

C&H has identified all TMC-controlled data sources attributable to Holt and has ensured that this data has been transferred to Redstone for processing and inclusion in the review universe. As an action item, C&H requests that TMC's General Counsel confirm that no additional TMC-controlled data sources relating to Holt exist that have not yet been identified and transferred to Redstone. See Section XI below.

D. Foreign Data Considerations

A portion of TMC's corporate data is maintained on servers located in Canada, reflecting TMC's operations and personnel in the Canadian market. The collection of data from Canadian servers and its transfer to the United States for review and production implicates cross-border data transfer considerations under Canada's Personal Information Protection and Electronic Documents Act ("PIPEDA").

C&H, in coordination with TMC's legal department, has addressed the PIPEDA compliance issues associated with the cross-border data transfer. Specifically, TMC's legal department has confirmed that the data transfer is authorized under PIPEDA's exceptions for disclosures required by law and for disclosures made in the course of legal proceedings, and has implemented appropriate safeguards to ensure compliance with PIPEDA's data protection requirements during the transfer and review process.

To date, the cross-border data considerations have not resulted in any material delays to the collection or production timeline. All Canadian-source data that was identified as potentially responsive to the subpoena has been collected, transferred, processed, and loaded into the review platform alongside domestically sourced data.

VIII. DOJ Interactions Regarding Production

C&H has maintained regular communication with the DOJ prosecution team regarding the production timeline and the status of TMC's compliance efforts. The relevant interactions to date are summarized below.

On March 28, 2022, Elaine Forsythe, the responsible partner on this matter, communicated the proposed rolling production schedule to Trial Attorney Denise Kowalski via email. The proposed schedule contemplated bi-weekly rolling productions beginning in early April 2022, with each production consisting of the documents that had been reviewed, coded as responsive, and cleared through the privilege review process during the preceding two-week period. The DOJ accepted this bi-weekly rolling production approach without objection.

Throughout the course of the rolling productions from April through June 2022, the DOJ has not raised any objections to the pace, scope, or format of TMC's productions. The DOJ has acknowledged receipt of each rolling production and has not indicated dissatisfaction with the volume or content of the productions to date.

The DOJ has made certain informal inquiries regarding (1) the anticipated timeline for completion of the full document production, and (2) the availability and status of VaultChat messaging data. In response, C&H has communicated that rolling productions are ongoing and on schedule, and that VaultChat data is being produced as it is reviewed and cleared for production, consistent with the same rolling production process applicable to all other data sources.

Target Letter. C&H notes that TMC received a target letter from the DOJ dated May 20, 2022. The receipt of the target letter confirms that TMC is a target of the grand jury investigation and represents a significant escalation in the posture of the investigation as it relates to TMC. This development underscores the critical importance of maintaining timely and complete document production as a component of TMC's cooperation posture with the DOJ. Any delays, gaps, or deficiencies in the production could be viewed negatively by the DOJ and could adversely affect TMC's position in any future discussions regarding the disposition of the matter, including potential plea negotiations or leniency considerations. C&H will address the implications of the target letter in greater detail in a separate communication.

IX. Anticipated Timeline for Completion of Rolling Productions

Based on the current review pace, the size of the remaining document universe, and the available review resources, C&H projects the following timeline for the completion of the document production:

• First-Pass Relevance Review of Remaining Documents (~227,000 documents): C&H estimates that the first-pass relevance review of the remaining approximately 227,000 documents in the review queue will be completed by mid-August 2022. This estimate assumes the continued application of the TAR-assisted review methodology and the maintenance of current review team staffing levels.

• Second-Pass Privilege Review of Flagged Documents (~15,000 documents): The second-pass privilege review of the approximately 15,000 documents currently flagged for privilege analysis is estimated to be completed by the end of July 2022. This timeline accounts for the heightened level of attorney attention required for the privilege review, including the detailed analysis of compliance-related communications discussed in Section VI.D above.

• Projected Date for Substantial Completion of All Rolling Productions: Taking into account the time required to complete the first-pass and second-pass reviews, as well as the time needed to process, quality-check, and deliver the remaining rolling productions to the DOJ, C&H projects that substantial completion of all rolling productions will be achieved by approximately December 2022. This estimate assumes that the DOJ does not serve additional subpoenas, issue additional document requests, or request an expanded scope of the production.

• Anticipated Total Production Volume: Based on the responsiveness rates observed in the review to date and projected across the remaining document universe, C&H estimates that the total cumulative production will consist of approximately 475,000 to 500,000 responsive documents. This estimate is subject to adjustment as the review progresses and actual responsiveness rates may vary.

C&H will continue to provide TMC with regular updates on the production timeline and will promptly notify TMC of any developments that may affect the projected completion date.

X. Budget and Cost Update

C&H provides the following summary of costs incurred to date and projected costs for the document production effort:

E-discovery Vendor Costs (Redstone Digital Forensics Inc.): Document collection, processing, hosting, and managed-review costs incurred through Redstone Digital Forensics as of June 15, 2022, total approximately USD $780,000. This figure includes costs for forensic data collection, data processing, hosting of the review platform, and Redstone's managed-review team fees. Against the projected total Redstone costs of approximately USD $2.3 million through the anticipated close of the matter, the current spend represents approximately 34% of the projected vendor budget.

Calderwood & Harkness Attorney Fees: C&H attorney time dedicated to document review, privilege review, and production management is being tracked under Matter No. 1039-00001. Detailed invoicing for attorney fees incurred through June 15, 2022, has been provided separately to TMC through the Firm's standard billing process and is not restated in this memorandum.

Overall Budget Status: The costs incurred to date remain within the parameters of the initial phase budget estimate of approximately USD $12 million for the entirety of the investigation, including document production, witness preparation, grand jury proceedings, and related defense activities. However, C&H notes that the pace and trajectory of the investigation — including, most significantly, the receipt of the target letter from the DOJ on May 20, 2022 — may require a reassessment of the overall budget if the scope of the investigation expands, if additional subpoenas are issued, or if the matter progresses to plea negotiations or trial preparation. C&H will provide TMC with a revised budget estimate if and when developments warrant such a reassessment.

XI. Action Items Requiring TMC Attention

The following action items require the attention and involvement of TMC's General Counsel office and other internal stakeholders. C&H requests that TMC address these items promptly to ensure the continued progress and defensibility of the document production effort.

1. Personal Device Objections. TMC's General Counsel office is requested to assist C&H in resolving the objections raised by two (2) custodians to the collection of business-related communications from their personal devices. C&H recommends scheduling meetings between these custodians and C&H counsel to explain the custodians' preservation and production obligations under the subpoena and to explore a targeted search-term collection as a compromise in lieu of full forensic imaging. TMC's General Counsel's involvement in reinforcing the company's expectation of custodian cooperation would be valuable in facilitating resolution.

2. Custodian Refresher — Litigation Hold Reminder. C&H recommends that TMC issue a litigation hold reminder to all thirty-four (34) custodians, reaffirming their continuing obligation to preserve all documents and ESI potentially relevant to the investigation. The reminder should specifically address the preservation of VaultChat communications and any new messaging platforms or communication tools that custodians may have adopted since the original litigation hold was issued on March 1, 2022. C&H can prepare a draft reminder notice for TMC General Counsel's review and signature.

3. IT Coordination — Data Preservation Confirmation. TMC's Information Technology department is requested to confirm in writing that no data migrations, system upgrades, server decommissions, routine data-destruction processes, or other IT changes have occurred since the March 1, 2022 litigation hold that may have affected the preservation of data subject to the hold. Any such changes should be identified and reported to C&H immediately so that appropriate remedial measures can be taken.

4. Gavin Holt Data Coordination. TMC's General Counsel is requested to confirm that all TMC-controlled data relating to Gavin Holt — including email archives, the forensic image of Holt's TMC-issued laptop, files attributable to Holt on shared network drives, and any other company-maintained data sources — has been identified and transferred to Redstone Digital Forensics for processing. If any additional Holt-related data sources exist that have not yet been identified or transferred, TMC should flag those sources to C&H immediately.

5. Board / Audit Committee Reporting. TMC may wish to schedule a briefing for the Audit Committee of TMC's Board of Directors regarding the status, costs, and progress of the document production effort and the broader grand jury investigation. C&H understands that the Audit Committee is chaired by Janet Moreau-Shaw. C&H is available to prepare presentation materials and to participate in such a briefing as needed. C&H understands that a formal Audit Committee briefing is currently planned for October 18, 2022, and C&H will prepare updated materials in advance of that date.

XII. Conclusion

In summary, the document production in response to Grand Jury Subpoena No. GJ-22-0194-SD-003 is proceeding on schedule and in accordance with the rolling production timeline communicated to and accepted by the DOJ Antitrust Division.

As of June 15, 2022, approximately 142,000 documents have been produced to the DOJ through rolling productions, out of a total review universe of approximately 612,000 documents. The first-pass relevance review has been completed for approximately 63% of the document universe. Approximately 1,280 documents have been withheld on privilege grounds and logged on the cumulative privilege log.

No material privilege disputes or DOJ objections to the pace, scope, or content of the production have arisen to date. C&H continues to maintain regular communication with the DOJ prosecution team and is monitoring for any developments that may affect the production timeline or scope.

C&H anticipates substantial completion of all rolling productions by approximately December 2022, at which point the estimated total production is expected to consist of approximately 475,000 to 500,000 responsive documents.

The production team remains fully staffed and committed to completing this engagement on schedule. Aaron Liu and the production team are available at any time to discuss any questions, provide additional detail, or address any concerns that TMC's General Counsel may have regarding the production or any other aspect of the investigation.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Aaron Liu Lead Associate Antitrust & Competition Practice Group Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, California 94104 Tel: (415) 555-7200 Direct: (415) 555-7243

Email: aliu@calderwoodharkness.com

Date: June 15, 2022

APPENDIX A — Cumulative Production Statistics Summary (as of June 15, 2022)

The following table summarizes the key production metrics as of the date of this memorandum:

APPENDIX B — Rolling Production Log (Summary)

The following table provides a summary of each rolling production delivered to the DOJ through the date of this memorandum, including the date of production, the number of documents included in each tranche, the cumulative total of documents produced, and the Bates range for each production:

Note: Document counts and Bates ranges are approximate. Exact figures are maintained in the production tracking database administered by Redstone Digital Forensics Inc. and are available upon request. Minor discrepancies between document counts and Bates numbering reflect the inclusion of certain multi-part documents and attachments that received individual Bates numbers.

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT This memorandum is not to be disclosed to any third party without prior written authorization from Calderwood & Harkness LLP or Torchlight Mining Corp.'s General Counsel. © 2022 Calderwood & Harkness LLP. All rights reserved.

Metric	Figure
Custodians Identified	34
Raw Data Collected	~1.8 TB
Unique Documents After Processing	~612,000
Documents Reviewed (First Pass)	~385,000 (63%)
Documents Coded Responsive and Produced	~142,000
Documents Coded Non-Responsive	~228,000
Documents Remaining in First-Pass Review Queue	~227,000
Documents Flagged for Privilege Review (Second Pass)	~15,000
Documents Withheld on Privilege (Logged)	~1,280
Cumulative Pages Produced to DOJ	~920,000
Cumulative Bates Range	TMC-GJ-000001 – TMC-GJ-142218
Rolling Productions Completed	~7 (bi-weekly since April 4, 2022)
First Production Date	April 4, 2022 (~42,000 documents)
Estimated Total Responsive Documents (Final)	~475,000 – 500,000
Estimated Completion Date	December 2022
Production No.	Date	Documents in Tranche	Cumulative Total	Bates Range
1	April 4, 2022	~42,000	~42,000	TMC-GJ-000001 – TMC-GJ-042037
2	April 18, 2022	~16,500	~58,500	TMC-GJ-042038 – TMC-GJ-058512
3	May 2, 2022	~18,200	~76,700	TMC-GJ-058513 – TMC-GJ-076741
4	May 16, 2022	~17,800	~94,500	TMC-GJ-076742 – TMC-GJ-094503
5	May 27, 2022	~14,600	~109,100	TMC-GJ-094504 – TMC-GJ-109138
6	June 3, 2022	~16,900	~126,000	TMC-GJ-109139 – TMC-GJ-126019
7	June 13, 2022	~16,200	~142,200	TMC-GJ-126020 – TMC-GJ-142218

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 555 California Street, 40th Floor San Francisco, California 94104
This memorandum is a privileged and confidential attorney-client communication and attorney work product prepared in connection with Calderwood & Harkness LLP's representation of Torchlight Mining Corp. in the matter of the grand jury investigation pending before the U.S. District Court for the Northern District of California, San Francisco Division (Grand Jury No. GJ-22-0194). It is not to be disclosed to any third party without prior written authorization from Calderwood & Harkness LLP or Torchlight Mining Corp.'s General Counsel.
MEMORANDUM
June 15, 2022
Matter: Torchlight Mining Corp. — DOJ Antitrust Division Grand Jury Investigation
Matter Number: 1039-00001
From: Aaron Liu, Lead Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP
To: Priya Anand, General Counsel, Torchlight Mining Corp.
CC: Elaine Forsythe, Responsible Partner, Calderwood & Harkness LLP Howard Bellamy, Billing Partner, Calderwood & Harkness LLP Monica Reyes, Associate, Calderwood & Harkness LLP
Re: Document Production Progress Report — Grand Jury Subpoena No. GJ-22-0194-SD-003
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I. Purpose of Memorandum
The purpose of this memorandum is to provide Torchlight Mining Corp. ("TMC") General Counsel Priya Anand with a comprehensive status update on the document collection, review, and production efforts undertaken by Calderwood & Harkness LLP ("C&H" or the "Firm") in response to Grand Jury Subpoena Duces Tecum No. GJ-22-0194-SD-003, which was served on TMC on February 14, 2022, by the Antitrust Division of the United States Department of Justice ("DOJ").
Specifically, this memorandum is intended to accomplish the following objectives:
1.  Summarize the volumes of documents collected from TMC's data systems and custodians, the documents reviewed to date by the C&H review team, the documents produced to the DOJ through rolling productions, and the documents withheld on privilege grounds, all as of the date of this memorandum.
2.  Report on the current status of the privilege review and the privilege log, including the number of privilege entries logged and any outstanding privilege-related issues that warrant TMC's attention.
3.  Provide an anticipated timeline for the completion of the remaining rolling productions to the DOJ, including estimated completion dates for first-pass relevance review and second-pass privilege review.
4.  Identify specific outstanding issues and action items that require the attention and involvement of TMC's General Counsel office, its Information Technology department, and other internal stakeholders.
This memorandum should be read in conjunction with prior communications from C&H to TMC regarding the subpoena, including the Subpoena Analysis Memorandum dated February 28, 2022, the Data Collection Protocol dated March 18, 2022, and the Privilege Review Protocol dated March 10, 2022. All capitalized terms not defined herein shall have the meanings ascribed to them in those prior documents.
II. Background
On February 10, 2022, the Antitrust Division of the United States Department of Justice formally opened Grand Jury Investigation No. GJ-22-0194 before the United States District Court for the Northern District of California, San Francisco Division. The investigation concerns suspected violations of Section 1 of the Sherman Act, 15 U.S.C. § 1, specifically price-fixing, market allocation, and bid-rigging in the North American specialty-minerals sector. The product markets at issue include high-purity feldspar, industrial talc, and rare-earth concentrates. The DOJ's investigation is being conducted out of its San Francisco Field Office.
On February 14, 2022, TMC received Grand Jury Subpoena Duces Tecum No. GJ-22-0194-SD-003, issued by the grand jury and delivered by representatives of the DOJ Antitrust Division's San Francisco Field Office. The lead prosecutors assigned to the matter are Trial Attorney Denise Kowalski and Senior Trial Attorney Marcus Reeves. The subpoena commanded the production of a broad range of documents and electronically stored information ("ESI") relating to TMC's operations in the specialty-minerals sector, as described in further detail in Section III below.
Following receipt of the subpoena, TMC's General Counsel, Priya Anand, engaged Calderwood & Harkness LLP on February 18, 2022, to represent TMC in connection with the grand jury investigation and to manage the document collection, review, and production process required by the subpoena.
On February 22, 2022, C&H acknowledged receipt of the subpoena on TMC's behalf in a letter to Trial Attorney Kowalski and, following negotiations with the DOJ, obtained a sixty (60) day extension of the initial return date. This extension was granted to permit TMC and its counsel sufficient time to implement a litigation hold, identify responsive data sources, retain an e-discovery vendor, and commence the collection and review process in an orderly and defensible manner.
On March 1, 2022, C&H prepared and TMC issued a company-wide litigation hold notice under the signature of General Counsel Priya Anand. The litigation hold notice was distributed to all TMC employees and directed the preservation of all documents and ESI potentially relevant to the investigation. In addition, targeted supplemental hold notices were issued to personnel within TMC's U.S. Specialty Minerals Division, who were identified as likely custodians of documents responsive to the subpoena. These supplemental hold notices contained more specific preservation instructions tailored to the data sources and document categories identified in the subpoena.
On March 15, 2022, C&H retained Redstone Digital Forensics Inc. ("Redstone") to serve as the e-discovery vendor for this matter. Redstone is a nationally recognized e-discovery and digital forensics firm headquartered at 7925 Jones Branch Drive, Suite 600, McLean, Virginia 22102. The engagement of Redstone was made through C&H on behalf of TMC, and Redstone's work is being conducted under the direction and supervision of C&H attorneys for purposes of maintaining applicable privilege protections. The Redstone engagement is led by Project Director Neil Ashworth, who has managed the forensic data collection, processing, hosting, and managed review components of the project.
On March 18, 2022, C&H finalized the Data Collection Protocol and the accompanying Custodian List. The Data Collection Protocol identifies thirty-four (34) custodians whose data is subject to collection and review, and specifies the data sources to be collected from each custodian, the collection methodology to be employed, and the chain-of-custody procedures to be followed throughout the collection process. The Custodian List was developed in consultation with TMC's General Counsel office and TMC's Information Technology department, and reflects TMC personnel most likely to possess documents responsive to the subpoena based on their roles, responsibilities, and involvement in the specialty-minerals business during the relevant time period.
III. Scope of Subpoena and Document Categories
Grand Jury Subpoena No. GJ-22-0194-SD-003 demands a broad range of documents and ESI across multiple categories. A detailed analysis of each subpoena specification was provided to TMC in C&H's Subpoena Analysis Memorandum dated February 28, 2022. For purposes of this production status update, the key document categories demanded by the subpoena are recapitulated below.
The subpoena specifies the following principal categories of documents:
(a) Competitor Communications. All communications, in any form, between TMC and its officers, directors, employees, or agents, on the one hand, and any competitor in the specialty-minerals sector, on the other hand. The subpoena specifically identifies Ridgecrest Minerals Inc. ("Ridgecrest") and Pinnacle Earth Resources Ltd. ("Pinnacle") as companies of particular interest, though the specification is not limited to those two entities.
(b) Pricing Documents. All documents relating to the pricing of high-purity feldspar, industrial talc, and rare-earth concentrates, including but not limited to price lists, pricing proposals, pricing models, pricing analyses, pricing correspondence with customers, and internal memoranda or presentations concerning pricing strategy, pricing changes, or pricing benchmarks.
(c) Customer Contracts and Bid Proposals. All contracts, agreements, purchase orders, and bid proposals relating to the sale or supply of the identified specialty minerals to customers in North America, including any amendments, modifications, or correspondence relating to the terms of such agreements.
(d) Trade Association Materials. All correspondence, communications, meeting minutes, agendas, presentations, and other materials relating to TMC's participation in the North American Specialty Minerals Council ("NASMC"), including records of any meetings, conferences, dinners, or social events attended by TMC personnel in connection with NASMC activities.
(e) Internal Pricing Policies and Guidelines. All internal policies, guidelines, procedures, manuals, and analyses relating to the establishment, modification, or implementation of pricing for the identified specialty minerals, including any antitrust compliance policies or guidelines relating to pricing conduct.
(f) Communications of Identified Individuals. All communications sent or received by certain specifically identified individuals during the relevant time period. The subpoena identifies the following individuals by name: Gavin Holt, former Vice President, U.S. Specialty Minerals Sales; Sandra Chu, Director, Pricing Analytics; and Thomas Eriksen, Regional Sales Manager, Western Region. This specification encompasses all forms of communication, including email, instant messages, text messages, and voice messages, to the extent preserved in written or recorded form.
(g) VaultChat Messaging Application Records. All communications transmitted through the VaultChat encrypted messaging application on any TMC-issued or TMC-controlled device, as well as any personal device used for TMC business purposes, to the extent such communications relate to the specialty-minerals business.
(h) Personal Device Communications. Communications of identified custodians conducted on personal devices (including personal mobile phones and personal email accounts) to the extent such communications relate to TMC business in the specialty-minerals sector.
The temporal scope of the subpoena covers the period from January 1, 2015 through the date of the subpoena (February 14, 2022), a period of approximately seven years and six weeks. This broad temporal scope necessitated the collection and review of a substantial volume of historical data, including archived email and legacy document repositories.
IV. Data Collection Status
A. Custodian Universe
As set forth in the Data Collection Protocol finalized on March 18, 2022, a total of thirty-four (34) custodians were identified for data collection. The custodian universe was developed through a systematic process involving consultations with TMC's General Counsel office, TMC's Human Resources department, and TMC's Information Technology department, as well as C&H's independent analysis of the subpoena specifications and organizational charts for TMC's U.S. Specialty Minerals Division.
The thirty-four custodians include current TMC employees holding positions within the U.S. Specialty Minerals Division and certain corporate-level personnel whose roles involve oversight of or interaction with the specialty-minerals business. The custodian list also includes Gavin Holt, former Vice President of U.S. Specialty Minerals Sales, who departed TMC on September 30, 2021, to the extent TMC retains data within its possession, custody, or control relating to Holt.
It is important to note that TMC does not possess or control Gavin Holt's personal devices or personal accounts. Following his departure from TMC, Holt retained sole possession and control of his personal mobile phone, personal email accounts, and any other personal data repositories. C&H has learned that Mr. Holt retained personal legal counsel — Patrick Dunleavy of Briarcliff Law Group PLLC — on or about June 10, 2022. TMC's production obligation with respect to Holt is therefore limited to company-maintained data, including Holt's TMC corporate email account, data from Holt's TMC-issued laptop (which was returned to TMC upon his departure), and files maintained on TMC shared drives and cloud storage systems that are attributable to Holt.
B. Data Sources Collected
Redstone Digital Forensics, under C&H's direction, conducted forensic collections from the following data sources for the identified custodians:
1.  TMC Corporate Email (Strathmore Data Systems / Ashbury Software). Forensic collection of email mailboxes for all thirty-four (34) custodians, including active mailboxes and archived mailboxes, from TMC's Strathmore Data Systems and Ashbury Software environment. Collections were performed using industry-standard forensic collection tools, with chain-of-custody documentation maintained for each collection.
2.  Shared Network Drives — U.S. Specialty Minerals Division. Collection of documents stored on shared network drives maintained at TMC's U.S. Specialty Minerals Division office located at 8750 West Sahara Avenue, Suite 210, Reno, Nevada 89117. These shared drives contained departmental files, project folders, and collaborative workspaces used by the U.S. Specialty Minerals Division.
3.  VaultChat Application Data. Data was recovered from TMC-issued devices belonging to twelve (12) custodians who were identified as users of the VaultChat encrypted messaging application. The VaultChat data extraction included chat logs, message histories, and associated metadata. Notably, Gavin Holt's TMC-issued laptop, which was returned to TMC upon his departure on September 30, 2021, was among the devices from which VaultChat data was recovered.
4.  Cloud Storage Accounts (Cobalt Ridge Systems and Aldermere Systems). Forensic collection of documents and files stored in custodians' Cobalt Ridge Systems cloud storage accounts and relevant Aldermere Systems sites associated with the U.S. Specialty Minerals Division and related business functions.
5.  Personal Devices. Eight (8) custodians who used personal mobile phones for TMC business communications consented to the forensic imaging of their personal devices for purposes of collecting business-related communications. These collections were conducted pursuant to the litigation hold instructions previously issued and in accordance with the custodian consent procedures established in the Data Collection Protocol.
6.  Hard-Copy Files. Physical files maintained in the offices of three (3) custodians at the Reno, Nevada facility were collected, scanned, and processed into electronic format by Redstone for inclusion in the review platform. These hard-copy collections consisted primarily of printed correspondence, handwritten notes, and physical copies of contracts and pricing documents.
C. Collection Volume
The total volume of raw data collected from all sources across all custodians is approximately 1.8 terabytes. This figure reflects the aggregate size of all forensic images, email archives, file collections, and other data before any processing, de-duplication, or filtering.
Following collection, Redstone performed standard e-discovery processing, which included de-duplication (removal of exact-duplicate documents across custodians), de-NISTing (removal of system files and other non-user-generated files using the National Institute of Standards and Technology's National Software Reference Library), file expansion (extraction of documents from container files, including ZIP archives, PST files, and other compressed or compound file types), and text extraction and metadata harvesting. After processing, the review universe was reduced to approximately 612,000 unique documents identified as candidates for attorney review.
All 612,000 processed documents have been loaded into Redstone's hosted review platform, where they are available for first-pass relevance review and second-pass privilege review by the C&H review team.
V. Document Review Progress
A. Review Methodology
The document review is being conducted through a coordinated effort utilizing Redstone's hosted review platform. The review team consists of C&H attorneys — including Aaron Liu (Lead Associate), Monica Reyes (Associate), and a team of contract review attorneys retained by C&H and operating under direct C&H supervision — as well as Redstone's managed-review team, which handles certain aspects of the first-pass relevance review under C&H's direction and quality-control oversight.
For the first-pass relevance review, the review team has employed technology-assisted review ("TAR"), also known as predictive coding, to prioritize and classify documents for responsiveness to the subpoena specifications. The TAR workflow was implemented as follows: C&H attorneys manually reviewed and coded a statistically significant seed set of documents to train the predictive-coding model; the model was then applied to the broader document population to generate relevance scores; documents were prioritized for manual review based on their relevance scores; and the results were validated through ongoing quality-control sampling conducted by C&H attorneys. This approach has permitted the review team to allocate resources efficiently while maintaining a high degree of accuracy in responsiveness determinations.
The second-pass privilege review is conducted exclusively by C&H attorneys — with Monica Reyes serving as the lead privilege reviewer — pursuant to the Privilege Review Protocol dated March 10, 2022. The Privilege Review Protocol establishes the standards for identifying and coding documents subject to the attorney-client privilege and the work-product doctrine, and includes detailed escalation procedures for complex or borderline privilege determinations. Where questions arise regarding the applicability of privilege to specific documents or categories of documents, such questions are escalated to Aaron Liu and, where appropriate, to Elaine Forsythe for resolution.
In addition, C&H has obtained a protective order from the court pursuant to Federal Rule of Evidence 502(d), which provides clawback protections in the event that privileged or work-product protected documents are inadvertently produced to the DOJ. This protective order serves as an important safeguard against the risk of waiver arising from the production of a large volume of documents under the rolling production timeline.
B. Review Volume as of June 15, 2022
As of the date of this memorandum, the review team has made substantial progress through the approximately 612,000-document review universe. The current review statistics are as follows:
•  Documents Reviewed to Date (First Pass): Approximately 385,000 documents, representing approximately 63% of the total review universe.
•  Documents Coded as Responsive and Produced: Approximately 142,000 documents have been coded as responsive to one or more subpoena specifications and have been produced to the DOJ through rolling productions.
•  Documents Coded as Non-Responsive: Approximately 228,000 documents have been coded as non-responsive following first-pass review and have been excluded from the production.
•  Documents Flagged for Privilege Review (Second Pass): Approximately 15,000 documents have been flagged during the first-pass review as potentially subject to privilege assertions and have been routed to the second-pass privilege review queue for analysis by C&H attorneys.
•  Documents Remaining in First-Pass Review Queue: Approximately 227,000 documents remain in the first-pass relevance review queue and have not yet been reviewed.
The review team has maintained a consistent review pace since the commencement of the review in late March 2022, and the current trajectory is consistent with the projected timeline for completion as set forth in Section IX below.
C. First Rolling Production — April 4, 2022
The first rolling production was delivered to the DOJ on April 4, 2022, accompanied by the First Rolling Production Cover Letter prepared by C&H. This initial production consisted of approximately 42,000 documents that had been reviewed, coded as responsive, and cleared through the privilege review process.
The production was delivered in the format agreed upon with the DOJ, consisting of load files containing Bates-numbered document images in TIFF format, extracted text files for each document, and native files where production in native format was appropriate (e.g., spreadsheets and other complex electronic files where native format preserves functionality and content not captured in a TIFF image). Metadata fields were included in the load files in accordance with the specifications agreed upon with the DOJ.
The Bates range for the first rolling production was TMC-GJ-000001 through TMC-GJ-042037.
D. Subsequent Rolling Productions (April – June 15, 2022)
Following the initial April 4, 2022 production, additional rolling productions have been made to the DOJ on an approximately bi-weekly basis, consistent with the rolling production schedule communicated to and accepted by the DOJ. Each rolling production has been accompanied by a cover letter identifying the documents included, the Bates range, and any applicable privilege log entries for documents withheld from that tranche.
As of the date of this memorandum, the cumulative total of documents produced to the DOJ across all rolling productions is approximately 142,000 documents (inclusive of the initial 42,000-document production). The cumulative Bates range through the most recent production is TMC-GJ-000001 through TMC-GJ-142218.
The approximate cumulative page count of documents produced to the DOJ to date is approximately 920,000 pages.
A detailed log of each individual rolling production, including the date, document count, cumulative total, and Bates range for each tranche, is provided in Appendix B to this memorandum.
VI. Privilege Review and Privilege Log Status
A. Privilege Review Process
The privilege review is being conducted by C&H attorneys Monica Reyes and Aaron Liu in accordance with the Privilege Review Protocol dated March 10, 2022. The protocol establishes clear criteria for identifying documents subject to privilege claims and provides a structured framework for consistent and defensible privilege coding decisions.
The categories of documents being identified and withheld on privilege grounds include the following:
(a) Communications between TMC personnel and TMC's prior outside counsel (including counsel retained for antitrust compliance advice prior to C&H's engagement) that were made for the purpose of seeking or obtaining legal advice regarding antitrust compliance matters.
(b) Communications between TMC personnel and TMC's General Counsel, Priya Anand, made for the purpose of seeking or providing legal advice in her capacity as an attorney, as distinguished from communications in which Ms. Anand was acting solely in a business capacity.
(c) Documents and materials prepared by TMC's in-house legal department in anticipation of litigation or regulatory proceedings, including investigative memoranda, litigation risk assessments, and related work product.
(d) Communications between TMC personnel and Calderwood & Harkness LLP attorneys made after the engagement date of February 18, 2022, in connection with the representation of TMC in this grand jury investigation.
Where documents reflect both privileged and non-privileged content, C&H has applied a conservative approach, reviewing such documents on a document-by-document basis and, where appropriate, withholding the document in its entirety with a corresponding log entry, or, in certain cases, producing a redacted version of the document to preserve the privileged content while disclosing the non-privileged portions.
B. Privilege Log — First Production
A privilege log was prepared and delivered to the DOJ in connection with the first rolling production on April 4, 2022. The log identified each document withheld on privilege grounds from that tranche and included the following information for each entry: document control number, date of document, author(s), recipient(s), description of the document, and the privilege basis asserted.
Supplemental privilege log entries have been included with each subsequent rolling production, covering any additional documents withheld from that tranche. The privilege log is being maintained on a cumulative and running basis to facilitate ongoing tracking and to enable the DOJ to review and, if warranted, challenge specific entries.
C. Cumulative Privilege Log Statistics (as of June 15, 2022)
As of the date of this memorandum, the cumulative privilege log contains entries for approximately 1,280 documents that have been withheld from production on privilege grounds. The breakdown of privilege bases asserted is as follows:
•  Attorney-Client Privilege: Approximately 78% of all log entries (approximately 998 documents) have been withheld solely on the basis of attorney-client privilege.
•  Work-Product Doctrine: Approximately 15% of all log entries (approximately 192 documents) have been withheld solely on the basis of the work-product doctrine.
•  Dual Basis (Attorney-Client Privilege and Work-Product Doctrine): Approximately 7% of all log entries (approximately 90 documents) have been withheld on the basis of both attorney-client privilege and work-product protection.
To date, the DOJ has not raised any challenges or objections to the privilege assertions set forth in the privilege log. C&H will continue to monitor for any such challenges and will promptly notify TMC's General Counsel in the event that the DOJ contests any log entry.
D. Outstanding Privilege Issues
Two areas of the privilege review warrant specific attention from TMC's General Counsel:
First, approximately 15,000 documents that were flagged during the first-pass relevance review as potentially implicating privilege remain in the second-pass privilege review queue and have not yet been fully analyzed. The C&H team is working through this queue on a priority basis, with an estimated completion date of the end of July 2022 — approximately four to six weeks from the date of this memorandum.
Second, C&H has identified a category of documents that requires particularly careful privilege analysis: communications involving TMC's adoption of an antitrust compliance policy in 2014 and any subsequent compliance-related legal advice provided to TMC personnel. While these communications are likely subject to attorney-client privilege to the extent they reflect the provision of legal advice by TMC's in-house or outside counsel, C&H is aware of the risk that the DOJ may seek to invoke the crime-fraud exception to the attorney-client privilege with respect to these documents. Specifically, if the DOJ takes the position that TMC's antitrust compliance program was inadequate or was not genuinely implemented — and that the program was used as a shield to mask ongoing anticompetitive conduct — the DOJ may argue that communications relating to the compliance program fall within the crime-fraud exception and should be disclosed.
C&H recommends that TMC adopt a conservative approach to asserting privilege over compliance-related communications. To this end, C&H is reviewing these documents with heightened scrutiny and will provide TMC's General Counsel with a separate, detailed analysis of the privilege exposure in this area before making final withholding or production decisions for this document subset.
VII. Specific Production Issues and Challenges
A. VaultChat Data Recovery
The recovery and production of VaultChat messaging data has presented particular technical challenges. VaultChat is an encrypted messaging application that was used by certain TMC personnel for business communications. Because VaultChat employs end-to-end encryption and does not maintain server-side message archives accessible to TMC, the recovery of VaultChat data has been dependent upon forensic extraction from individual TMC-issued devices on which the application was installed.
Redstone Digital Forensics has undertaken the forensic extraction of VaultChat data from the TMC-issued devices of twelve (12) custodians who were identified as VaultChat users. As of the date of this memorandum, Redstone has successfully extracted VaultChat data from ten (10) of the twelve (12) targeted devices. The extracted data includes message histories, chat logs, group conversation records, and associated metadata, all of which have been processed and loaded into the review platform for attorney review.
The remaining two (2) devices have presented data corruption issues that have prevented successful extraction to date. One of these devices was assigned to a former TMC employee who departed prior to Gavin Holt's departure and whose device sustained physical damage prior to return. Redstone is continuing to attempt recovery using advanced forensic techniques, including sector-level imaging and data carving, but the prospects for successful recovery remain uncertain. C&H will promptly advise TMC if Redstone determines that recovery from these devices is not feasible, at which point C&H will assess whether a disclosure to the DOJ regarding the data loss is warranted.
VaultChat communications involving Gavin Holt that were recovered from Holt's TMC-issued laptop (returned to TMC upon his departure on September 30, 2021) are included in the production universe and are being reviewed for responsiveness and privilege in the ordinary course alongside all other collected data.
B. Personal Device Collections
As noted above, eight (8) custodians consented to the forensic imaging of their personal mobile devices for purposes of collecting business-related communications. These collections have been completed and the resulting data has been processed and loaded into the review platform.
However, two (2) additional custodians who have been identified as users of personal devices for TMC business communications have raised objections to the full imaging of their personal devices. The objections are based on privacy concerns relating to the custodians' personal data, including personal photographs, medical information, and communications with family members. C&H recognizes the legitimacy of these privacy concerns while also emphasizing that TMC has an obligation under the subpoena to produce business-related communications regardless of the device on which they reside.
C&H is working with TMC's General Counsel office to resolve these objections. The proposed approach is to schedule custodian meetings with C&H counsel at which the custodians' preservation and production obligations can be explained, and to explore whether a targeted search-term collection — in which only business-related communications are extracted from the personal devices using agreed-upon search terms — can serve as a reasonable compromise in lieu of full forensic imaging. C&H believes this approach is defensible provided that the search terms are sufficiently comprehensive to capture responsive communications and that the custodians confirm under oath or affirmation that they have not deleted or withheld business-related communications from their personal devices.
TMC's General Counsel office's assistance in facilitating these custodian meetings and in reinforcing the custodians' obligations is requested as an action item, as described further in Section XI below.
C. Gavin Holt's Data
Gavin Holt is a former Vice President of U.S. Specialty Minerals Sales who departed TMC on September 30, 2021 — approximately four and a half months prior to the service of the subpoena. Holt is specifically identified in the subpoena as an individual whose communications are of particular interest to the investigation.
TMC's production obligation with respect to Holt is limited to data within TMC's possession, custody, or control. Specifically, the Holt-related data sources available to TMC consist of:
•  Holt's TMC corporate email account (including archived messages for the period of Holt's employment);
•  Data from Holt's TMC-issued laptop, which was returned to TMC upon his departure on September 30, 2021;
•  Files attributable to Holt on TMC shared network drives and cloud storage systems; and
•  VaultChat data recovered from Holt's TMC-issued laptop.
TMC does not possess or control Holt's personal mobile phone, personal email accounts (including any personal Northgate Software, Cascade Health IT, or other accounts), or any data maintained solely by Holt after his departure from TMC on September 30, 2021. To the extent the DOJ seeks production of Holt's personal data, such requests must be directed to Holt or his personal counsel.
C&H has confirmed that Gavin Holt retained personal legal counsel on or about June 10, 2022. Mr. Holt is now represented by Patrick Dunleavy of Briarcliff Law Group PLLC. Any requests for Holt's personal data or any communications with Holt regarding the investigation should be directed through Mr. Dunleavy.
C&H has identified all TMC-controlled data sources attributable to Holt and has ensured that this data has been transferred to Redstone for processing and inclusion in the review universe. As an action item, C&H requests that TMC's General Counsel confirm that no additional TMC-controlled data sources relating to Holt exist that have not yet been identified and transferred to Redstone. See Section XI below.
D. Foreign Data Considerations
A portion of TMC's corporate data is maintained on servers located in Canada, reflecting TMC's operations and personnel in the Canadian market. The collection of data from Canadian servers and its transfer to the United States for review and production implicates cross-border data transfer considerations under Canada's Personal Information Protection and Electronic Documents Act ("PIPEDA").
C&H, in coordination with TMC's legal department, has addressed the PIPEDA compliance issues associated with the cross-border data transfer. Specifically, TMC's legal department has confirmed that the data transfer is authorized under PIPEDA's exceptions for disclosures required by law and for disclosures made in the course of legal proceedings, and has implemented appropriate safeguards to ensure compliance with PIPEDA's data protection requirements during the transfer and review process.
To date, the cross-border data considerations have not resulted in any material delays to the collection or production timeline. All Canadian-source data that was identified as potentially responsive to the subpoena has been collected, transferred, processed, and loaded into the review platform alongside domestically sourced data.
VIII. DOJ Interactions Regarding Production
C&H has maintained regular communication with the DOJ prosecution team regarding the production timeline and the status of TMC's compliance efforts. The relevant interactions to date are summarized below.
On March 28, 2022, Elaine Forsythe, the responsible partner on this matter, communicated the proposed rolling production schedule to Trial Attorney Denise Kowalski via email. The proposed schedule contemplated bi-weekly rolling productions beginning in early April 2022, with each production consisting of the documents that had been reviewed, coded as responsive, and cleared through the privilege review process during the preceding two-week period. The DOJ accepted this bi-weekly rolling production approach without objection.
Throughout the course of the rolling productions from April through June 2022, the DOJ has not raised any objections to the pace, scope, or format of TMC's productions. The DOJ has acknowledged receipt of each rolling production and has not indicated dissatisfaction with the volume or content of the productions to date.
The DOJ has made certain informal inquiries regarding (1) the anticipated timeline for completion of the full document production, and (2) the availability and status of VaultChat messaging data. In response, C&H has communicated that rolling productions are ongoing and on schedule, and that VaultChat data is being produced as it is reviewed and cleared for production, consistent with the same rolling production process applicable to all other data sources.
Target Letter. C&H notes that TMC received a target letter from the DOJ dated May 20, 2022. The receipt of the target letter confirms that TMC is a target of the grand jury investigation and represents a significant escalation in the posture of the investigation as it relates to TMC. This development underscores the critical importance of maintaining timely and complete document production as a component of TMC's cooperation posture with the DOJ. Any delays, gaps, or deficiencies in the production could be viewed negatively by the DOJ and could adversely affect TMC's position in any future discussions regarding the disposition of the matter, including potential plea negotiations or leniency considerations. C&H will address the implications of the target letter in greater detail in a separate communication.
IX. Anticipated Timeline for Completion of Rolling Productions
Based on the current review pace, the size of the remaining document universe, and the available review resources, C&H projects the following timeline for the completion of the document production:
•  First-Pass Relevance Review of Remaining Documents (~227,000 documents): C&H estimates that the first-pass relevance review of the remaining approximately 227,000 documents in the review queue will be completed by mid-August 2022. This estimate assumes the continued application of the TAR-assisted review methodology and the maintenance of current review team staffing levels.
•  Second-Pass Privilege Review of Flagged Documents (~15,000 documents): The second-pass privilege review of the approximately 15,000 documents currently flagged for privilege analysis is estimated to be completed by the end of July 2022. This timeline accounts for the heightened level of attorney attention required for the privilege review, including the detailed analysis of compliance-related communications discussed in Section VI.D above.
•  Projected Date for Substantial Completion of All Rolling Productions: Taking into account the time required to complete the first-pass and second-pass reviews, as well as the time needed to process, quality-check, and deliver the remaining rolling productions to the DOJ, C&H projects that substantial completion of all rolling productions will be achieved by approximately December 2022. This estimate assumes that the DOJ does not serve additional subpoenas, issue additional document requests, or request an expanded scope of the production.
•  Anticipated Total Production Volume: Based on the responsiveness rates observed in the review to date and projected across the remaining document universe, C&H estimates that the total cumulative production will consist of approximately 475,000 to 500,000 responsive documents. This estimate is subject to adjustment as the review progresses and actual responsiveness rates may vary.
C&H will continue to provide TMC with regular updates on the production timeline and will promptly notify TMC of any developments that may affect the projected completion date.
X. Budget and Cost Update
C&H provides the following summary of costs incurred to date and projected costs for the document production effort:
E-discovery Vendor Costs (Redstone Digital Forensics Inc.): Document collection, processing, hosting, and managed-review costs incurred through Redstone Digital Forensics as of June 15, 2022, total approximately USD $780,000. This figure includes costs for forensic data collection, data processing, hosting of the review platform, and Redstone's managed-review team fees. Against the projected total Redstone costs of approximately USD $2.3 million through the anticipated close of the matter, the current spend represents approximately 34% of the projected vendor budget.
Calderwood & Harkness Attorney Fees: C&H attorney time dedicated to document review, privilege review, and production management is being tracked under Matter No. 1039-00001. Detailed invoicing for attorney fees incurred through June 15, 2022, has been provided separately to TMC through the Firm's standard billing process and is not restated in this memorandum.
Overall Budget Status: The costs incurred to date remain within the parameters of the initial phase budget estimate of approximately USD $12 million for the entirety of the investigation, including document production, witness preparation, grand jury proceedings, and related defense activities. However, C&H notes that the pace and trajectory of the investigation — including, most significantly, the receipt of the target letter from the DOJ on May 20, 2022 — may require a reassessment of the overall budget if the scope of the investigation expands, if additional subpoenas are issued, or if the matter progresses to plea negotiations or trial preparation. C&H will provide TMC with a revised budget estimate if and when developments warrant such a reassessment.
XI. Action Items Requiring TMC Attention
The following action items require the attention and involvement of TMC's General Counsel office and other internal stakeholders. C&H requests that TMC address these items promptly to ensure the continued progress and defensibility of the document production effort.
1. Personal Device Objections. TMC's General Counsel office is requested to assist C&H in resolving the objections raised by two (2) custodians to the collection of business-related communications from their personal devices. C&H recommends scheduling meetings between these custodians and C&H counsel to explain the custodians' preservation and production obligations under the subpoena and to explore a targeted search-term collection as a compromise in lieu of full forensic imaging. TMC's General Counsel's involvement in reinforcing the company's expectation of custodian cooperation would be valuable in facilitating resolution.
2. Custodian Refresher — Litigation Hold Reminder. C&H recommends that TMC issue a litigation hold reminder to all thirty-four (34) custodians, reaffirming their continuing obligation to preserve all documents and ESI potentially relevant to the investigation. The reminder should specifically address the preservation of VaultChat communications and any new messaging platforms or communication tools that custodians may have adopted since the original litigation hold was issued on March 1, 2022. C&H can prepare a draft reminder notice for TMC General Counsel's review and signature.
3. IT Coordination — Data Preservation Confirmation. TMC's Information Technology department is requested to confirm in writing that no data migrations, system upgrades, server decommissions, routine data-destruction processes, or other IT changes have occurred since the March 1, 2022 litigation hold that may have affected the preservation of data subject to the hold. Any such changes should be identified and reported to C&H immediately so that appropriate remedial measures can be taken.
4. Gavin Holt Data Coordination. TMC's General Counsel is requested to confirm that all TMC-controlled data relating to Gavin Holt — including email archives, the forensic image of Holt's TMC-issued laptop, files attributable to Holt on shared network drives, and any other company-maintained data sources — has been identified and transferred to Redstone Digital Forensics for processing. If any additional Holt-related data sources exist that have not yet been identified or transferred, TMC should flag those sources to C&H immediately.
5. Board / Audit Committee Reporting. TMC may wish to schedule a briefing for the Audit Committee of TMC's Board of Directors regarding the status, costs, and progress of the document production effort and the broader grand jury investigation. C&H understands that the Audit Committee is chaired by Janet Moreau-Shaw. C&H is available to prepare presentation materials and to participate in such a briefing as needed. C&H understands that a formal Audit Committee briefing is currently planned for October 18, 2022, and C&H will prepare updated materials in advance of that date.
XII. Conclusion
In summary, the document production in response to Grand Jury Subpoena No. GJ-22-0194-SD-003 is proceeding on schedule and in accordance with the rolling production timeline communicated to and accepted by the DOJ Antitrust Division.
As of June 15, 2022, approximately 142,000 documents have been produced to the DOJ through rolling productions, out of a total review universe of approximately 612,000 documents. The first-pass relevance review has been completed for approximately 63% of the document universe. Approximately 1,280 documents have been withheld on privilege grounds and logged on the cumulative privilege log.
No material privilege disputes or DOJ objections to the pace, scope, or content of the production have arisen to date. C&H continues to maintain regular communication with the DOJ prosecution team and is monitoring for any developments that may affect the production timeline or scope.
C&H anticipates substantial completion of all rolling productions by approximately December 2022, at which point the estimated total production is expected to consist of approximately 475,000 to 500,000 responsive documents.
The production team remains fully staffed and committed to completing this engagement on schedule. Aaron Liu and the production team are available at any time to discuss any questions, provide additional detail, or address any concerns that TMC's General Counsel may have regarding the production or any other aspect of the investigation.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Aaron Liu Lead Associate Antitrust & Competition Practice Group Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, California 94104 Tel: (415) 555-7200 Direct: (415) 555-7243
Email: aliu@calderwoodharkness.com
Date: June 15, 2022
APPENDIX A — Cumulative Production Statistics Summary (as of June 15, 2022)
The following table summarizes the key production metrics as of the date of this memorandum:
APPENDIX B — Rolling Production Log (Summary)
The following table provides a summary of each rolling production delivered to the DOJ through the date of this memorandum, including the date of production, the number of documents included in each tranche, the cumulative total of documents produced, and the Bates range for each production:
Note: Document counts and Bates ranges are approximate. Exact figures are maintained in the production tracking database administered by Redstone Digital Forensics Inc. and are available upon request. Minor discrepancies between document counts and Bates numbering reflect the inclusion of certain multi-part documents and attachments that received individual Bates numbers.
PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT This memorandum is not to be disclosed to any third party without prior written authorization from Calderwood & Harkness LLP or Torchlight Mining Corp.'s General Counsel. © 2022 Calderwood & Harkness LLP. All rights reserved.
Metric | Figure
Custodians Identified | 34
Raw Data Collected | ~1.8 TB
Unique Documents After Processing | ~612,000
Documents Reviewed (First Pass) | ~385,000 (63%)
Documents Coded Responsive and Produced | ~142,000
Documents Coded Non-Responsive | ~228,000
Documents Remaining in First-Pass Review Queue | ~227,000
Documents Flagged for Privilege Review (Second Pass) | ~15,000
Documents Withheld on Privilege (Logged) | ~1,280
Cumulative Pages Produced to DOJ | ~920,000
Cumulative Bates Range | TMC-GJ-000001 – TMC-GJ-142218
Rolling Productions Completed | ~7 (bi-weekly since April 4, 2022)
First Production Date | April 4, 2022 (~42,000 documents)
Estimated Total Responsive Documents (Final) | ~475,000 – 500,000
Estimated Completion Date | December 2022
Production No. | Date | Documents in Tranche | Cumulative Total | Bates Range
1 | April 4, 2022 | ~42,000 | ~42,000 | TMC-GJ-000001 – TMC-GJ-042037
2 | April 18, 2022 | ~16,500 | ~58,500 | TMC-GJ-042038 – TMC-GJ-058512
3 | May 2, 2022 | ~18,200 | ~76,700 | TMC-GJ-058513 – TMC-GJ-076741
4 | May 16, 2022 | ~17,800 | ~94,500 | TMC-GJ-076742 – TMC-GJ-094503
5 | May 27, 2022 | ~14,600 | ~109,100 | TMC-GJ-094504 – TMC-GJ-109138
6 | June 3, 2022 | ~16,900 | ~126,000 | TMC-GJ-109139 – TMC-GJ-126019
7 | June 13, 2022 | ~16,200 | ~142,200 | TMC-GJ-126020 – TMC-GJ-142218

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT

MEMORANDUM

CALDERWOOD & HARKNESS LLP

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