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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

555 California Street, 40th Floor San Francisco, California 94104

Telephone: (415) 773-6000 Facsimile: (415) 773-6001 www.calderwoodharkness.com

Elaine Forsythe Partner Antitrust & Competition Practice Group Direct: (415) 773-6124

Email: eforsythe@calderwoodharkness.com

June 8, 2022

C&H Matter No. 1039-00001

Via Hand Delivery and Electronic Mail

Denise Kowalski, Trial Attorney Marcus Reeves, Senior Trial Attorney Antitrust Division U.S. Department of Justice San Francisco Field Office 450 Golden Gate Avenue, Room 10-0101 San Francisco, California 94102

Re: In the Matter of Grand Jury Investigation No. GJ-22-0194 (N.D. Cal.) — Torchlight Mining Corp.

Dear Ms. Kowalski and Mr. Reeves:

I. Introduction

We write on behalf of our client, Torchlight Mining Corp. ("TMC"), a corporation organized and existing under the Canada Business Corporations Act, CBCA Corporation No. 7841526-1, with its registered office located at 200 Bay Street, Suite 3400, Toronto, Ontario M5J 2J2, Canada, and its wholly owned U.S. subsidiary, Torchlight Mining (U.S.) Inc., with its principal office at 8750 West Sahara Avenue, Suite 210, Reno, Nevada 89117 (Nevada Entity No. NV20160438721; Federal EIN 83-2947106). Calderwood & Harkness LLP serves as counsel to TMC and Torchlight Mining (U.S.) Inc. in connection with all matters arising from or related to the pending grand jury investigation, Grand Jury No. GJ-22-0194, before the U.S. District Court for the Northern District of California, San Francisco Division.

The purpose of this letter is to communicate TMC's affirmative and unequivocal willingness to cooperate fully with the Antitrust Division's investigation. TMC recognizes the seriousness of the Division's inquiry and is committed to engaging constructively and transparently with the Division's trial team throughout the course of this proceeding. This letter sets forth in detail the nature and scope of the cooperation TMC has provided to date, the specific cooperation commitments TMC is prepared to make on a going-forward basis, and our request for a structured dialogue with the Division regarding the logistics and framework for TMC's continued cooperation.

This letter follows TMC's receipt of a target letter from the Division dated May 20, 2022, which identified TMC as a target of the grand jury investigation. TMC takes the receipt of that letter with the utmost seriousness. Rather than adopting a defensive posture, TMC's senior leadership has determined that the interests of the company, its shareholders, and its employees are best served by cooperating fully and in good faith with the Division's investigation.

II. Background of TMC's Engagement with the Investigation to Date

TMC's engagement with the Division's investigation began upon TMC's receipt of Grand Jury Subpoena Duces Tecum No. GJ-22-0194-SD-003 on February 14, 2022. The subpoena called for the production of a wide range of documents and electronically stored information relating to, among other things, the pricing, sale, and distribution of specialty minerals within the United States during the period specified therein.

Upon receipt of the subpoena, TMC acted promptly and decisively to retain outside counsel and to take all necessary steps to ensure the preservation and collection of potentially responsive materials. Specifically, TMC retained Calderwood & Harkness LLP on February 18, 2022 — just four days after receipt of the subpoena — to represent the company in connection with the investigation. On February 22, 2022, Calderwood & Harkness sent a letter to the Division acknowledging receipt of the subpoena and requesting a reasonable extension of the initial return date to allow for the orderly collection, review, and production of responsive materials. The Division graciously agreed to this request, and we appreciate the professional courtesy extended in that regard.

On March 1, 2022, TMC issued a comprehensive, company-wide litigation hold under the signature of Priya Anand, TMC's General Counsel. The litigation hold directive was addressed to all TMC personnel worldwide and instructed them to preserve all documents and electronically stored information potentially relevant to the Division's investigation. The hold encompassed all forms of communication and data, including email, instant messages, text messages, encrypted communications, hard-copy documents, handwritten notes, voicemails, and any other records, whether maintained on company systems or personal devices. The directive further instructed personnel not to alter, delete, or destroy any such materials and to contact TMC's legal department immediately with any questions regarding the scope of the hold.

In addition to the company-wide litigation hold, TMC issued supplemental, custodian-specific preservation notices on the same date — March 1, 2022 — to personnel within the U.S. Specialty Minerals Division. These targeted notices were tailored to the specific data sources and document repositories maintained by each identified custodian and provided individualized guidance regarding the categories of materials subject to preservation. TMC's legal department followed up with each custodian to confirm receipt and understanding of the preservation obligations.

To ensure the forensic integrity and completeness of its data collection efforts, TMC retained Redstone Digital Forensics Inc. ("Redstone"), a digital forensics firm based in McLean, Virginia, on March 15, 2022. Redstone was engaged to conduct forensic data collection, processing, and hosting of TMC's electronic data for purposes of document review and production. Redstone's engagement encompassed the identification, imaging, and collection of data from all relevant sources and the processing and hosting of that data on a secure review platform for use by the Calderwood & Harkness review team.

The data collection effort conducted by Redstone was extensive in scope. In total, data was collected from thirty-four (34) identified custodians across multiple data sources, including but not limited to: TMC's corporate email systems (Strathmore Data Systems and Outlook), shared network drives and departmental file shares, VaultChat encrypted-messaging archives, personal mobile devices (where company-related communications were identified), and cloud-based storage platforms utilized by TMC personnel. Redstone employed industry-standard forensic methodologies and chain-of-custody protocols in conducting its collections, and detailed records of all collection activities have been maintained.

III. Summary of Document Production Compliance

TMC made its first rolling production of documents to the Division on April 4, 2022. This initial production consisted of approximately 42,000 documents, totaling several hundred thousand pages, that were identified as responsive to the requests set forth in Subpoena GJ-22-0194-SD-003. Since that initial production, TMC has continued to make rolling productions of responsive documents to the Division on a regular and ongoing basis. TMC is committed to completing its production in a timely and comprehensive manner, and it has devoted substantial resources — both internal and external — to ensuring that the document review and production process proceeds efficiently and without unnecessary delay.

All productions to date have been made in accordance with the specifications set forth in Subpoena GJ-22-0194-SD-003 and in the format agreed upon between Calderwood & Harkness and the Division, including the use of agreed-upon load files, metadata fields, and Bates-numbering conventions. TMC has endeavored to comply not only with the letter of the subpoena's requirements but also with the spirit of cooperation that TMC believes should characterize its engagement with the Division.

TMC has simultaneously undertaken a thorough privilege review of all potentially responsive documents. A detailed privilege log accompanies each rolling production, identifying with specificity each document withheld from production on the grounds of attorney-client privilege and/or the work-product doctrine. The privilege log entries include, to the extent practicable, the date, author, recipient(s), general subject matter, and the specific privilege or protection asserted for each withheld document, consistent with the requirements of applicable law and the Division's guidelines.

TMC has been, and will continue to be, transparent with the Division regarding the scope and status of its document collection and review efforts. To that end, Calderwood & Harkness has provided periodic status updates to the Division's trial team regarding the progress of the production and has promptly communicated any issues or complications that have arisen during the review process. TMC intends to continue this practice of open and candid communication throughout the course of the investigation.

IV. TMC's Commitment to Full Cooperation

TMC, through its senior leadership — including Chief Executive Officer Søren Dalmqvist and General Counsel Priya Anand — has expressly authorized Calderwood & Harkness LLP to communicate to the Division TMC's unequivocal commitment to cooperate fully with the Antitrust Division's investigation. This authorization reflects a deliberate decision by TMC's Board of Directors and executive management that full cooperation with the Division is in the best interests of the company, its stakeholders, and the integrity of the markets in which TMC operates.

TMC's cooperation commitment is not limited to the bare minimum required by law or by the terms of the subpoena. Rather, TMC intends to provide meaningful, proactive cooperation that goes beyond mere compliance with compulsory process. To that end, TMC's cooperation commitment encompasses the following specific undertakings:

A. Continued and Expanded Document Production

TMC will continue making rolling document productions responsive to Subpoena GJ-22-0194-SD-003 until such time as all responsive, non-privileged documents have been identified, reviewed, and produced. TMC is dedicating the resources necessary to ensure that these productions are completed as expeditiously as possible, and it will provide the Division with regular updates regarding the anticipated timeline for completion.

In addition, TMC will respond promptly and in good faith to any additional document requests or supplemental subpoenas the Division may issue during the course of the investigation. TMC understands that the scope of the Division's investigation may evolve over time, and TMC is prepared to adjust its collection and review efforts accordingly to ensure that the Division has access to the documents and information it needs.

Moreover, TMC will make reasonable efforts to identify and produce additional categories of documents that may be relevant to the investigation, even if such documents are not specifically enumerated in the subpoena or in any supplemental requests. TMC recognizes that effective cooperation requires more than a narrow, legalistic approach to document production. Where TMC's internal investigation or its review of responsive materials reveals categories of documents or information that TMC reasonably believes would be of interest or value to the Division, TMC will bring those materials to the Division's attention and produce them as appropriate.

B. Making Witnesses Available for Interviews and Proffer Sessions

TMC is prepared to make current employees available for voluntary interviews and proffer sessions with the Division, subject to appropriate procedural protections as described below. TMC recognizes that witness testimony is an essential component of the Division's investigation, and TMC is committed to facilitating the Division's access to individuals with knowledge of the facts and circumstances at issue.

Specifically, TMC is prepared to make available, among others, the following individuals:

• Sandra Chu, Director of Pricing Analytics, U.S. Specialty Minerals Division. Ms. Chu has direct and extensive knowledge of TMC's internal pricing processes, pricing models, and the data inputs and analytical methodologies used to set prices for specialty-mineral products in the U.S. market. Ms. Chu reported directly to Gavin Holt, the former Vice President of U.S. Specialty Minerals Sales, during the relevant period, and she is in a position to provide the Division with detailed information regarding the pricing decisions and communications that occurred within the U.S. Specialty Minerals Division during that time.

• Thomas Eriksen, Regional Sales Manager (Western Region), U.S. Specialty Minerals Division. Mr. Eriksen was responsible for sales activities in the Western Region of the United States during the relevant period and attended multiple industry trade-association events, conferences, and meetings during that time. Mr. Eriksen is in a position to provide the Division with information regarding his interactions with competitors and industry participants at those events, as well as the competitive dynamics and market conditions in the Western Region.

• Other current TMC employees as identified through the course of the investigation and as reasonably requested by the Division. TMC will work with the Division to identify additional witnesses whose testimony may be relevant, and TMC will use its best efforts to make such individuals available in a timely manner.

Calderwood & Harkness respectfully requests that the terms and scope of any proffer sessions be negotiated in advance and memorialized in a written proffer agreement (commonly referred to as a "queen-for-a-day" agreement) prior to the session. Such an agreement would set forth the applicable procedural protections, including the limitations on the Division's use of statements made during the proffer and the protections afforded to the proffering witness. TMC believes that the establishment of clear ground rules in advance will facilitate more candid and productive proffer sessions and will serve the interests of both parties.

TMC further commits that it will encourage cooperation from its employees and will not take any adverse employment action — including termination, demotion, reduction in compensation, or reassignment — against any employee who cooperates with the Division's investigation, whether by providing testimony, producing documents, or otherwise assisting the Division. TMC recognizes that employee cooperation is essential to the integrity and effectiveness of the investigation, and TMC will take affirmative steps to ensure that its employees understand that cooperation with the Division is supported and encouraged by the company's leadership.

C. Internal Investigation and Disclosure of Findings

TMC has initiated a thorough internal investigation under the direction of Calderwood & Harkness LLP. The internal investigation encompasses a comprehensive review of relevant documents and communications, interviews of current and, where possible, former TMC employees, and an independent forensic economic analysis of pricing patterns and market conditions during the period at issue. The internal investigation is being conducted with the objective of identifying and understanding the full scope of any potentially problematic conduct, and of assembling a complete and accurate factual record that TMC can share with the Division.

In furtherance of the internal investigation, TMC has retained Hargrove Forensic Advisory LLC ("Hargrove"), a forensic economics and advisory firm headquartered in Chicago, Illinois. The Hargrove engagement is led by Dr. Vanessa Tremblay, a partner with extensive experience in the forensic analysis of pricing conduct and competitive dynamics in industrial-commodity markets. Dr. Tremblay and her team are conducting an independent economic analysis of pricing patterns in the specialty-minerals market during the period at issue, with the goal of identifying any anomalies, correlations, or patterns that may be indicative of anticompetitive coordination. The results of this analysis will form a key component of TMC's presentation to the Division.

TMC intends to share the relevant findings of its internal investigation with the Division at the appropriate time, consistent with TMC's cooperation obligations and subject to the preservation of applicable legal privileges. TMC anticipates presenting a comprehensive proffer to the Division upon substantial completion of its internal investigation. TMC envisions that this proffer will include a detailed factual narrative, supported by documentary evidence and the findings of Hargrove's economic analysis, that will provide the Division with a thorough account of the relevant events and TMC's understanding of the facts.

D. Compliance Remediation

TMC is committed to enhancing its antitrust compliance program as a tangible demonstration of its commitment to lawful conduct and to the prevention of future violations. TMC's existing antitrust compliance program was originally adopted in approximately 2014, and TMC candidly acknowledges that the program, as currently constituted, requires significant strengthening and updating to reflect current best practices, the lessons learned from this investigation, and the Division's expectations regarding effective corporate compliance.

TMC's compliance remediation efforts are already underway. TMC has begun a comprehensive review of its existing compliance policies, training materials, reporting mechanisms, and disciplinary procedures, with the objective of identifying specific deficiencies and areas for improvement. TMC is committed to working with the Division to develop and implement compliance enhancements that address the deficiencies identified in the course of both the Division's investigation and TMC's internal review. TMC welcomes the Division's input and guidance regarding the elements of an effective compliance program and is prepared to incorporate the Division's recommendations into its remediation plan.

V. Matters Regarding Gavin Holt

TMC acknowledges that Gavin Holt, the former Vice President of U.S. Specialty Minerals Sales, is separately represented by personal counsel, Patrick Dunleavy of Briarcliff Law Group PLLC, San Francisco, California. Calderwood & Harkness does not represent Mr. Holt in any capacity, and TMC's cooperation with the Division is entirely independent of Mr. Holt's individual representation and his personal decisions regarding his own defense.

TMC notes that Mr. Holt departed TMC effective September 30, 2021, prior to the commencement of the grand jury investigation. TMC understands that Mr. Holt's separation from the company occurred in the ordinary course of TMC's business operations. TMC further understands that Mr. Holt asserted his Fifth Amendment privilege against self-incrimination before the grand jury on June 14, 2022, and declined to provide testimony. TMC respects Mr. Holt's constitutional rights and takes no position regarding his exercise of those rights.

TMC wishes to make clear that its cooperation with the Division is not conditioned upon, and will not be affected by, Mr. Holt's individual decisions regarding his own defense, including his decision to invoke his Fifth Amendment privilege. TMC's commitment to cooperation stands on its own and is not contingent upon the conduct or decisions of any former employee.

To that end, TMC will make available to the Division all non-privileged company records and information relating to Mr. Holt's activities during his tenure at TMC, to the extent such records and information are responsive to the Division's requests. This includes, but is not limited to, Mr. Holt's email communications, calendar entries, expense reports, travel records, meeting notes, and any other documents maintained by TMC that reflect or relate to Mr. Holt's business activities and communications during the relevant period.

VI. Scope and Limitations

TMC's offer of cooperation is made in good faith and in the expectation that the Division will give appropriate weight to TMC's cooperation in assessing the resolution of this matter. TMC respectfully submits that its cooperation — which has been timely, comprehensive, and proactive — is consistent with the criteria set forth in the Division's publicly stated policies regarding cooperation credit, including the policies articulated in the Antitrust Division's Leniency Program, the Division's guidance regarding cooperation credit for non-leniency cooperators, and the Deputy Attorney General's memoranda regarding corporate cooperation and individual accountability. TMC anticipates that the nature, extent, and timeliness of its cooperation will be recognized and credited by the Division in determining the appropriate resolution of this matter.

TMC's cooperation is subject to applicable legal privileges, including the attorney-client privilege and the work-product doctrine, which TMC expressly preserves and does not waive by virtue of this letter, by any prior communications with the Division, or by any aspect of its cooperation with the Division's investigation. TMC recognizes that the Division's cooperation policies do not require the waiver of privilege, and TMC appreciates the Division's longstanding commitment to that principle.

TMC reserves all rights and defenses available to it under applicable law, and nothing in this letter shall be construed as an admission of liability, wrongdoing, or violation of any statute, regulation, or legal standard by TMC or by any of its current or former officers, directors, employees, agents, or representatives. TMC's decision to cooperate with the Division reflects its good-faith desire to facilitate the investigation and to resolve this matter in a constructive manner, and should not be interpreted as an acknowledgment that any unlawful conduct occurred.

TMC's willingness to cooperate extends to making information and witnesses available to the Division as described in this letter. However, TMC does not undertake to waive any applicable privileges or protections absent a separate, specific written agreement to do so, negotiated between Calderwood & Harkness and the Division on a case-by-case basis.

VII. Request for Dialogue

Calderwood & Harkness respectfully requests the opportunity to meet with the Division's trial team at the earliest date convenient to the Division to discuss the framework and logistics for TMC's ongoing cooperation. We believe that a structured dialogue between the parties will facilitate the efficient and productive implementation of TMC's cooperation commitments and will enable the Division to maximize the value of TMC's cooperation for purposes of the investigation.

We propose that the agenda for such a meeting include, at a minimum, the following topics:

1. The schedule for future rolling document productions, including the anticipated timeline for completion of TMC's production and the Division's priorities regarding particular categories of documents or custodians;

2. The identification and scheduling of employee proffer sessions, including the applicable ground rules, the format and procedures for such sessions, and the negotiation of written proffer agreements;

3. The Division's specific areas of investigative interest and focus, to which TMC can direct and prioritize its cooperation efforts in a manner most useful to the Division; and

4. The timeline and process for TMC's presentation of its internal investigation findings, including the format and scope of the anticipated comprehensive proffer.

Calderwood & Harkness is prepared to accommodate the Division's preferred format for this discussion, whether in-person meetings at the Division's San Francisco offices, telephonic conferences, video conferences, or written submissions. We are available at the Division's convenience and will make every effort to accommodate the Division's scheduling preferences.

VIII. Conclusion

TMC reiterates its commitment to full and timely cooperation with the Antitrust Division's investigation. TMC takes seriously both the Division's investigation and its own obligation to act as a responsible corporate citizen. TMC hopes — and respectfully submits — that its cooperation, as described in this letter and as demonstrated by its conduct to date, will be a significant and meaningful factor in the Division's assessment of the appropriate resolution of this matter.

We welcome the opportunity to discuss any aspect of this letter or TMC's cooperation in greater detail. Please do not hesitate to contact the undersigned or Aaron Liu, Lead Associate on this matter, at your earliest convenience.

Elaine Forsythe, Partner Direct: (415) 773-6124

Email: eforsythe@calderwoodharkness.com

Aaron Liu, Lead Associate (Day-to-Day Contact for Production and Scheduling Matters) Direct: (415) 773-6289

Email: aliu@calderwoodharkness.com

Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, California 94104

We look forward to hearing from you.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Elaine Forsythe Partner Antitrust & Competition Practice Group

cc (via electronic mail):

Priya Anand, General Counsel, Torchlight Mining Corp.

Julia Stafford-Hayes, Deputy Assistant Attorney General, Antitrust Division, U.S. Department of Justice

Howard Bellamy, Partner, Calderwood & Harkness LLP

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
555 California Street, 40th Floor San Francisco, California 94104
Telephone: (415) 773-6000 Facsimile: (415) 773-6001 www.calderwoodharkness.com
Elaine Forsythe Partner Antitrust & Competition Practice Group Direct: (415) 773-6124
Email: eforsythe@calderwoodharkness.com
June 8, 2022
C&H Matter No. 1039-00001
Via Hand Delivery and Electronic Mail
Denise Kowalski, Trial Attorney Marcus Reeves, Senior Trial Attorney Antitrust Division U.S. Department of Justice San Francisco Field Office 450 Golden Gate Avenue, Room 10-0101 San Francisco, California 94102
Re: In the Matter of Grand Jury Investigation No. GJ-22-0194 (N.D. Cal.) — Torchlight Mining Corp.
Dear Ms. Kowalski and Mr. Reeves:
I. Introduction
We write on behalf of our client, Torchlight Mining Corp. ("TMC"), a corporation organized and existing under the Canada Business Corporations Act, CBCA Corporation No. 7841526-1, with its registered office located at 200 Bay Street, Suite 3400, Toronto, Ontario M5J 2J2, Canada, and its wholly owned U.S. subsidiary, Torchlight Mining (U.S.) Inc., with its principal office at 8750 West Sahara Avenue, Suite 210, Reno, Nevada 89117 (Nevada Entity No. NV20160438721; Federal EIN 83-2947106). Calderwood & Harkness LLP serves as counsel to TMC and Torchlight Mining (U.S.) Inc. in connection with all matters arising from or related to the pending grand jury investigation, Grand Jury No. GJ-22-0194, before the U.S. District Court for the Northern District of California, San Francisco Division.
The purpose of this letter is to communicate TMC's affirmative and unequivocal willingness to cooperate fully with the Antitrust Division's investigation. TMC recognizes the seriousness of the Division's inquiry and is committed to engaging constructively and transparently with the Division's trial team throughout the course of this proceeding. This letter sets forth in detail the nature and scope of the cooperation TMC has provided to date, the specific cooperation commitments TMC is prepared to make on a going-forward basis, and our request for a structured dialogue with the Division regarding the logistics and framework for TMC's continued cooperation.
This letter follows TMC's receipt of a target letter from the Division dated May 20, 2022, which identified TMC as a target of the grand jury investigation. TMC takes the receipt of that letter with the utmost seriousness. Rather than adopting a defensive posture, TMC's senior leadership has determined that the interests of the company, its shareholders, and its employees are best served by cooperating fully and in good faith with the Division's investigation.
II. Background of TMC's Engagement with the Investigation to Date
TMC's engagement with the Division's investigation began upon TMC's receipt of Grand Jury Subpoena Duces Tecum No. GJ-22-0194-SD-003 on February 14, 2022. The subpoena called for the production of a wide range of documents and electronically stored information relating to, among other things, the pricing, sale, and distribution of specialty minerals within the United States during the period specified therein.
Upon receipt of the subpoena, TMC acted promptly and decisively to retain outside counsel and to take all necessary steps to ensure the preservation and collection of potentially responsive materials. Specifically, TMC retained Calderwood & Harkness LLP on February 18, 2022 — just four days after receipt of the subpoena — to represent the company in connection with the investigation. On February 22, 2022, Calderwood & Harkness sent a letter to the Division acknowledging receipt of the subpoena and requesting a reasonable extension of the initial return date to allow for the orderly collection, review, and production of responsive materials. The Division graciously agreed to this request, and we appreciate the professional courtesy extended in that regard.
On March 1, 2022, TMC issued a comprehensive, company-wide litigation hold under the signature of Priya Anand, TMC's General Counsel. The litigation hold directive was addressed to all TMC personnel worldwide and instructed them to preserve all documents and electronically stored information potentially relevant to the Division's investigation. The hold encompassed all forms of communication and data, including email, instant messages, text messages, encrypted communications, hard-copy documents, handwritten notes, voicemails, and any other records, whether maintained on company systems or personal devices. The directive further instructed personnel not to alter, delete, or destroy any such materials and to contact TMC's legal department immediately with any questions regarding the scope of the hold.
In addition to the company-wide litigation hold, TMC issued supplemental, custodian-specific preservation notices on the same date — March 1, 2022 — to personnel within the U.S. Specialty Minerals Division. These targeted notices were tailored to the specific data sources and document repositories maintained by each identified custodian and provided individualized guidance regarding the categories of materials subject to preservation. TMC's legal department followed up with each custodian to confirm receipt and understanding of the preservation obligations.
To ensure the forensic integrity and completeness of its data collection efforts, TMC retained Redstone Digital Forensics Inc. ("Redstone"), a digital forensics firm based in McLean, Virginia, on March 15, 2022. Redstone was engaged to conduct forensic data collection, processing, and hosting of TMC's electronic data for purposes of document review and production. Redstone's engagement encompassed the identification, imaging, and collection of data from all relevant sources and the processing and hosting of that data on a secure review platform for use by the Calderwood & Harkness review team.
The data collection effort conducted by Redstone was extensive in scope. In total, data was collected from thirty-four (34) identified custodians across multiple data sources, including but not limited to: TMC's corporate email systems (Strathmore Data Systems and Outlook), shared network drives and departmental file shares, VaultChat encrypted-messaging archives, personal mobile devices (where company-related communications were identified), and cloud-based storage platforms utilized by TMC personnel. Redstone employed industry-standard forensic methodologies and chain-of-custody protocols in conducting its collections, and detailed records of all collection activities have been maintained.
III. Summary of Document Production Compliance
TMC made its first rolling production of documents to the Division on April 4, 2022. This initial production consisted of approximately 42,000 documents, totaling several hundred thousand pages, that were identified as responsive to the requests set forth in Subpoena GJ-22-0194-SD-003. Since that initial production, TMC has continued to make rolling productions of responsive documents to the Division on a regular and ongoing basis. TMC is committed to completing its production in a timely and comprehensive manner, and it has devoted substantial resources — both internal and external — to ensuring that the document review and production process proceeds efficiently and without unnecessary delay.
All productions to date have been made in accordance with the specifications set forth in Subpoena GJ-22-0194-SD-003 and in the format agreed upon between Calderwood & Harkness and the Division, including the use of agreed-upon load files, metadata fields, and Bates-numbering conventions. TMC has endeavored to comply not only with the letter of the subpoena's requirements but also with the spirit of cooperation that TMC believes should characterize its engagement with the Division.
TMC has simultaneously undertaken a thorough privilege review of all potentially responsive documents. A detailed privilege log accompanies each rolling production, identifying with specificity each document withheld from production on the grounds of attorney-client privilege and/or the work-product doctrine. The privilege log entries include, to the extent practicable, the date, author, recipient(s), general subject matter, and the specific privilege or protection asserted for each withheld document, consistent with the requirements of applicable law and the Division's guidelines.
TMC has been, and will continue to be, transparent with the Division regarding the scope and status of its document collection and review efforts. To that end, Calderwood & Harkness has provided periodic status updates to the Division's trial team regarding the progress of the production and has promptly communicated any issues or complications that have arisen during the review process. TMC intends to continue this practice of open and candid communication throughout the course of the investigation.
IV. TMC's Commitment to Full Cooperation
TMC, through its senior leadership — including Chief Executive Officer Søren Dalmqvist and General Counsel Priya Anand — has expressly authorized Calderwood & Harkness LLP to communicate to the Division TMC's unequivocal commitment to cooperate fully with the Antitrust Division's investigation. This authorization reflects a deliberate decision by TMC's Board of Directors and executive management that full cooperation with the Division is in the best interests of the company, its stakeholders, and the integrity of the markets in which TMC operates.
TMC's cooperation commitment is not limited to the bare minimum required by law or by the terms of the subpoena. Rather, TMC intends to provide meaningful, proactive cooperation that goes beyond mere compliance with compulsory process. To that end, TMC's cooperation commitment encompasses the following specific undertakings:
A. Continued and Expanded Document Production
TMC will continue making rolling document productions responsive to Subpoena GJ-22-0194-SD-003 until such time as all responsive, non-privileged documents have been identified, reviewed, and produced. TMC is dedicating the resources necessary to ensure that these productions are completed as expeditiously as possible, and it will provide the Division with regular updates regarding the anticipated timeline for completion.
In addition, TMC will respond promptly and in good faith to any additional document requests or supplemental subpoenas the Division may issue during the course of the investigation. TMC understands that the scope of the Division's investigation may evolve over time, and TMC is prepared to adjust its collection and review efforts accordingly to ensure that the Division has access to the documents and information it needs.
Moreover, TMC will make reasonable efforts to identify and produce additional categories of documents that may be relevant to the investigation, even if such documents are not specifically enumerated in the subpoena or in any supplemental requests. TMC recognizes that effective cooperation requires more than a narrow, legalistic approach to document production. Where TMC's internal investigation or its review of responsive materials reveals categories of documents or information that TMC reasonably believes would be of interest or value to the Division, TMC will bring those materials to the Division's attention and produce them as appropriate.
B. Making Witnesses Available for Interviews and Proffer Sessions
TMC is prepared to make current employees available for voluntary interviews and proffer sessions with the Division, subject to appropriate procedural protections as described below. TMC recognizes that witness testimony is an essential component of the Division's investigation, and TMC is committed to facilitating the Division's access to individuals with knowledge of the facts and circumstances at issue.
Specifically, TMC is prepared to make available, among others, the following individuals:
• Sandra Chu, Director of Pricing Analytics, U.S. Specialty Minerals Division. Ms. Chu has direct and extensive knowledge of TMC's internal pricing processes, pricing models, and the data inputs and analytical methodologies used to set prices for specialty-mineral products in the U.S. market. Ms. Chu reported directly to Gavin Holt, the former Vice President of U.S. Specialty Minerals Sales, during the relevant period, and she is in a position to provide the Division with detailed information regarding the pricing decisions and communications that occurred within the U.S. Specialty Minerals Division during that time.
• Thomas Eriksen, Regional Sales Manager (Western Region), U.S. Specialty Minerals Division. Mr. Eriksen was responsible for sales activities in the Western Region of the United States during the relevant period and attended multiple industry trade-association events, conferences, and meetings during that time. Mr. Eriksen is in a position to provide the Division with information regarding his interactions with competitors and industry participants at those events, as well as the competitive dynamics and market conditions in the Western Region.
• Other current TMC employees as identified through the course of the investigation and as reasonably requested by the Division. TMC will work with the Division to identify additional witnesses whose testimony may be relevant, and TMC will use its best efforts to make such individuals available in a timely manner.
Calderwood & Harkness respectfully requests that the terms and scope of any proffer sessions be negotiated in advance and memorialized in a written proffer agreement (commonly referred to as a "queen-for-a-day" agreement) prior to the session. Such an agreement would set forth the applicable procedural protections, including the limitations on the Division's use of statements made during the proffer and the protections afforded to the proffering witness. TMC believes that the establishment of clear ground rules in advance will facilitate more candid and productive proffer sessions and will serve the interests of both parties.
TMC further commits that it will encourage cooperation from its employees and will not take any adverse employment action — including termination, demotion, reduction in compensation, or reassignment — against any employee who cooperates with the Division's investigation, whether by providing testimony, producing documents, or otherwise assisting the Division. TMC recognizes that employee cooperation is essential to the integrity and effectiveness of the investigation, and TMC will take affirmative steps to ensure that its employees understand that cooperation with the Division is supported and encouraged by the company's leadership.
C. Internal Investigation and Disclosure of Findings
TMC has initiated a thorough internal investigation under the direction of Calderwood & Harkness LLP. The internal investigation encompasses a comprehensive review of relevant documents and communications, interviews of current and, where possible, former TMC employees, and an independent forensic economic analysis of pricing patterns and market conditions during the period at issue. The internal investigation is being conducted with the objective of identifying and understanding the full scope of any potentially problematic conduct, and of assembling a complete and accurate factual record that TMC can share with the Division.
In furtherance of the internal investigation, TMC has retained Hargrove Forensic Advisory LLC ("Hargrove"), a forensic economics and advisory firm headquartered in Chicago, Illinois. The Hargrove engagement is led by Dr. Vanessa Tremblay, a partner with extensive experience in the forensic analysis of pricing conduct and competitive dynamics in industrial-commodity markets. Dr. Tremblay and her team are conducting an independent economic analysis of pricing patterns in the specialty-minerals market during the period at issue, with the goal of identifying any anomalies, correlations, or patterns that may be indicative of anticompetitive coordination. The results of this analysis will form a key component of TMC's presentation to the Division.
TMC intends to share the relevant findings of its internal investigation with the Division at the appropriate time, consistent with TMC's cooperation obligations and subject to the preservation of applicable legal privileges. TMC anticipates presenting a comprehensive proffer to the Division upon substantial completion of its internal investigation. TMC envisions that this proffer will include a detailed factual narrative, supported by documentary evidence and the findings of Hargrove's economic analysis, that will provide the Division with a thorough account of the relevant events and TMC's understanding of the facts.
D. Compliance Remediation
TMC is committed to enhancing its antitrust compliance program as a tangible demonstration of its commitment to lawful conduct and to the prevention of future violations. TMC's existing antitrust compliance program was originally adopted in approximately 2014, and TMC candidly acknowledges that the program, as currently constituted, requires significant strengthening and updating to reflect current best practices, the lessons learned from this investigation, and the Division's expectations regarding effective corporate compliance.
TMC's compliance remediation efforts are already underway. TMC has begun a comprehensive review of its existing compliance policies, training materials, reporting mechanisms, and disciplinary procedures, with the objective of identifying specific deficiencies and areas for improvement. TMC is committed to working with the Division to develop and implement compliance enhancements that address the deficiencies identified in the course of both the Division's investigation and TMC's internal review. TMC welcomes the Division's input and guidance regarding the elements of an effective compliance program and is prepared to incorporate the Division's recommendations into its remediation plan.
V. Matters Regarding Gavin Holt
TMC acknowledges that Gavin Holt, the former Vice President of U.S. Specialty Minerals Sales, is separately represented by personal counsel, Patrick Dunleavy of Briarcliff Law Group PLLC, San Francisco, California. Calderwood & Harkness does not represent Mr. Holt in any capacity, and TMC's cooperation with the Division is entirely independent of Mr. Holt's individual representation and his personal decisions regarding his own defense.
TMC notes that Mr. Holt departed TMC effective September 30, 2021, prior to the commencement of the grand jury investigation. TMC understands that Mr. Holt's separation from the company occurred in the ordinary course of TMC's business operations. TMC further understands that Mr. Holt asserted his Fifth Amendment privilege against self-incrimination before the grand jury on June 14, 2022, and declined to provide testimony. TMC respects Mr. Holt's constitutional rights and takes no position regarding his exercise of those rights.
TMC wishes to make clear that its cooperation with the Division is not conditioned upon, and will not be affected by, Mr. Holt's individual decisions regarding his own defense, including his decision to invoke his Fifth Amendment privilege. TMC's commitment to cooperation stands on its own and is not contingent upon the conduct or decisions of any former employee.
To that end, TMC will make available to the Division all non-privileged company records and information relating to Mr. Holt's activities during his tenure at TMC, to the extent such records and information are responsive to the Division's requests. This includes, but is not limited to, Mr. Holt's email communications, calendar entries, expense reports, travel records, meeting notes, and any other documents maintained by TMC that reflect or relate to Mr. Holt's business activities and communications during the relevant period.
VI. Scope and Limitations
TMC's offer of cooperation is made in good faith and in the expectation that the Division will give appropriate weight to TMC's cooperation in assessing the resolution of this matter. TMC respectfully submits that its cooperation — which has been timely, comprehensive, and proactive — is consistent with the criteria set forth in the Division's publicly stated policies regarding cooperation credit, including the policies articulated in the Antitrust Division's Leniency Program, the Division's guidance regarding cooperation credit for non-leniency cooperators, and the Deputy Attorney General's memoranda regarding corporate cooperation and individual accountability. TMC anticipates that the nature, extent, and timeliness of its cooperation will be recognized and credited by the Division in determining the appropriate resolution of this matter.
TMC's cooperation is subject to applicable legal privileges, including the attorney-client privilege and the work-product doctrine, which TMC expressly preserves and does not waive by virtue of this letter, by any prior communications with the Division, or by any aspect of its cooperation with the Division's investigation. TMC recognizes that the Division's cooperation policies do not require the waiver of privilege, and TMC appreciates the Division's longstanding commitment to that principle.
TMC reserves all rights and defenses available to it under applicable law, and nothing in this letter shall be construed as an admission of liability, wrongdoing, or violation of any statute, regulation, or legal standard by TMC or by any of its current or former officers, directors, employees, agents, or representatives. TMC's decision to cooperate with the Division reflects its good-faith desire to facilitate the investigation and to resolve this matter in a constructive manner, and should not be interpreted as an acknowledgment that any unlawful conduct occurred.
TMC's willingness to cooperate extends to making information and witnesses available to the Division as described in this letter. However, TMC does not undertake to waive any applicable privileges or protections absent a separate, specific written agreement to do so, negotiated between Calderwood & Harkness and the Division on a case-by-case basis.
VII. Request for Dialogue
Calderwood & Harkness respectfully requests the opportunity to meet with the Division's trial team at the earliest date convenient to the Division to discuss the framework and logistics for TMC's ongoing cooperation. We believe that a structured dialogue between the parties will facilitate the efficient and productive implementation of TMC's cooperation commitments and will enable the Division to maximize the value of TMC's cooperation for purposes of the investigation.
We propose that the agenda for such a meeting include, at a minimum, the following topics:
1. The schedule for future rolling document productions, including the anticipated timeline for completion of TMC's production and the Division's priorities regarding particular categories of documents or custodians;
2. The identification and scheduling of employee proffer sessions, including the applicable ground rules, the format and procedures for such sessions, and the negotiation of written proffer agreements;
3. The Division's specific areas of investigative interest and focus, to which TMC can direct and prioritize its cooperation efforts in a manner most useful to the Division; and
4. The timeline and process for TMC's presentation of its internal investigation findings, including the format and scope of the anticipated comprehensive proffer.
Calderwood & Harkness is prepared to accommodate the Division's preferred format for this discussion, whether in-person meetings at the Division's San Francisco offices, telephonic conferences, video conferences, or written submissions. We are available at the Division's convenience and will make every effort to accommodate the Division's scheduling preferences.
VIII. Conclusion
TMC reiterates its commitment to full and timely cooperation with the Antitrust Division's investigation. TMC takes seriously both the Division's investigation and its own obligation to act as a responsible corporate citizen. TMC hopes — and respectfully submits — that its cooperation, as described in this letter and as demonstrated by its conduct to date, will be a significant and meaningful factor in the Division's assessment of the appropriate resolution of this matter.
We welcome the opportunity to discuss any aspect of this letter or TMC's cooperation in greater detail. Please do not hesitate to contact the undersigned or Aaron Liu, Lead Associate on this matter, at your earliest convenience.
Elaine Forsythe, Partner Direct: (415) 773-6124
Email: eforsythe@calderwoodharkness.com
Aaron Liu, Lead Associate (Day-to-Day Contact for Production and Scheduling Matters) Direct: (415) 773-6289
Email: aliu@calderwoodharkness.com
Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, California 94104
We look forward to hearing from you.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Elaine Forsythe Partner Antitrust & Competition Practice Group
cc (via electronic mail):
Priya Anand, General Counsel, Torchlight Mining Corp.
Julia Stafford-Hayes, Deputy Assistant Attorney General, Antitrust Division, U.S. Department of Justice
Howard Bellamy, Partner, Calderwood & Harkness LLP

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