1039-00001 · Torchlight Mining Corp · documents

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TORCHLIGHT MINING CORP. 200 Bay Street, Suite 3400 Toronto, ON M5J 2J2, Canada

LITIGATION HOLD NOTICE — DOCUMENT PRESERVATION DIRECTIVE

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION DO NOT FORWARD OR DISTRIBUTE OUTSIDE TORCHLIGHT MINING CORP.

Date: March 1, 2022

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

To: All Personnel of Torchlight Mining Corp. and its subsidiaries (including Torchlight Mining (U.S.) Inc.)

Re: Mandatory Preservation of Documents and Electronically Stored Information — U.S. Department of Justice Investigation

1. Purpose and Importance of This Notice

Torchlight Mining Corp. ("TMC" or the "Company") has received a grand jury subpoena duces tecum, bearing reference number Subpoena No. GJ-22-0194-SD-003, issued by the United States Department of Justice, Antitrust Division, San Francisco Field Office, in connection with a federal grand jury investigation (Grand Jury No. GJ-22-0194) currently pending in the United States District Court for the Northern District of California, San Francisco Division. The subpoena was served upon and received by the Company on February 14, 2022.

In response to the receipt of this subpoena, TMC has retained the law firm of Calderwood & Harkness LLP to serve as the Company's outside counsel and to advise TMC in connection with all matters arising from or related to this investigation. This Litigation Hold Notice (this "Notice") has been prepared by the General Counsel's office in consultation with Calderwood & Harkness LLP and constitutes a privileged and confidential attorney-client communication. The legal advice, guidance, and instructions contained herein are protected by the attorney-client privilege, and recipients must treat this Notice accordingly.

This Notice is being issued to all TMC personnel worldwide, including, without limitation, all employees, officers, and directors of TMC and all of its direct and indirect subsidiaries, including Torchlight Mining (U.S.) Inc., a Nevada corporation. Every person who receives this Notice is subject to its requirements, regardless of his or her title, seniority, geographic location, or functional area within the Company.

Compliance with this Notice is mandatory. The preservation of documents and electronically stored information ("ESI") in response to a federal grand jury subpoena is a legal obligation of the utmost seriousness. Failure to comply with this Notice may result in severe legal consequences for the Company, including but not limited to court-imposed sanctions, adverse inference instructions, findings of contempt, and potential criminal liability for obstruction of justice. Individuals who fail to comply with the preservation instructions set forth herein may face disciplinary action up to and including termination of employment, as well as potential personal legal liability. Each TMC employee, officer, and director must read this Notice carefully, in its entirety, and take immediate steps to comply with every instruction contained herein.

2. Background — Nature of the Investigation

The Antitrust Division of the U.S. Department of Justice is conducting a federal grand jury investigation into suspected anticompetitive conduct in the North American specialty-minerals sector. Based on the information provided in the subpoena and accompanying correspondence, the investigation concerns potential violations of Section 1 of the Sherman Antitrust Act (15 U.S.C. § 1), which prohibits agreements in restraint of trade, including but not limited to price-fixing, bid-rigging, and customer or market allocation agreements.

Specifically, the investigation relates to the pricing, sale, and distribution of the following product categories within the North American market:

• High-purity feldspar, including all grades and specifications of feldspar marketed, offered for sale, or sold by TMC and its subsidiaries to customers in the United States and Canada;

• Industrial talc, including all grades, specifications, and formulations of talc marketed, offered for sale, or sold by TMC and its subsidiaries to customers in the United States and Canada; and

• Rare-earth concentrates, including all rare-earth oxide concentrates, mixed rare-earth concentrates, and separated rare-earth products marketed, offered for sale, or sold by TMC and its subsidiaries to customers in the United States and Canada.

The investigation covers the period from approximately January 2017 through August 2021 (the "Relevant Period"). However, as set forth in greater detail in Section 3 below, the Company's preservation obligations extend beyond the Relevant Period in both directions — capturing background and contextual materials predating the Relevant Period and all materials through and beyond the date of this Notice. All personnel must preserve materials in accordance with the broader temporal scope described in Section 3.1 below.

Important Note: The issuance of this Notice and the existence of the DOJ investigation should not be interpreted as an indication or suggestion that any TMC personnel have engaged in any wrongdoing, whether in connection with the matters under investigation or otherwise. The obligation to preserve documents and ESI is a standard legal duty that arises whenever a company receives notice of pending or reasonably anticipated litigation or a government investigation. TMC is committed to complying fully with its legal obligations, and this Notice is issued in furtherance of that commitment.

3. Scope of the Preservation Obligation

The scope of this litigation hold is intentionally broad to ensure that all potentially relevant documents and ESI are identified and preserved. Every TMC employee, officer, and director must preserve all materials that fall within the temporal scope and subject-matter categories described below, regardless of whether the individual believes the materials to be significant, relevant, or responsive to the subpoena. Determinations regarding relevance and responsiveness will be made by the General Counsel's office and outside counsel; individual employees should not make independent judgments about what to preserve or discard.

3.1 Temporal Scope

All documents and ESI created, sent, received, modified, accessed, or stored during the period from January 1, 2015 through the date of this Notice (March 1, 2022) must be preserved. This preservation obligation is a continuing obligation that extends forward from the date of this Notice until such time as you receive written notification from the General Counsel that the litigation hold has been formally lifted. Under no circumstances should any individual assume that the hold has been lifted absent such express written notification.

The preservation period begins on January 1, 2015, which is approximately two years before the start of the Relevant Period identified by the DOJ (January 2017). This expanded temporal scope is necessary to capture background materials, contextual documents, and pre-existing business records that may be relevant to understanding the conduct under investigation. Materials from this earlier period may include, for example, pricing histories, baseline competitive analyses, prior trade-association records, communications establishing business relationships, and documents reflecting the evolution of pricing practices or competitive dynamics in the specialty-minerals sector.

All documents and ESI generated or received after March 1, 2022 that fall within the subject-matter categories identified in Section 3.2 below must also be preserved on an ongoing basis for the duration of this hold.

3.2 Subject-Matter Categories — Documents and ESI to Be Preserved

All documents and ESI relating to the following subject-matter categories must be identified and preserved. This list is intended to be illustrative and should be interpreted broadly. If you are uncertain whether a particular document or category of ESI falls within the scope of this hold, you must preserve the material and contact the General Counsel's office for guidance.

1. Pricing of Specialty Minerals

Any and all documents and ESI relating to the pricing, price lists, price changes, price adjustments, price increases, price decreases, price quotations, discount structures, rebate programs, volume incentives, surcharge calculations, pricing formulas, pricing strategies, or pricing methodologies for high-purity feldspar, industrial talc, and/or rare-earth concentrates sold, offered for sale, or marketed in the United States or Canada. This category includes internal pricing memoranda, pricing approval forms, pricing-committee meeting materials, pricing databases, customer-specific pricing agreements, price-change announcements, and any analysis or discussion of the rationale for pricing decisions.

2. Competitor Interactions and Communications

Any and all communications — in any medium and regardless of whether conducted through formal or informal channels — with personnel at any competing company in the specialty-minerals industry. This category includes, but is not limited to, communications with personnel at the following companies and any of their subsidiaries, affiliates, parent entities, officers, employees, or agents:

• Ridgecrest Minerals Inc.

• Pinnacle Earth Resources Ltd.

• Cascade Chemical Supply Co.

This category covers all forms of communication, including email correspondence, telephone calls, text messages, instant messages, VaultChat messages, in-person conversations (to the extent memorialized in any form, including handwritten notes), video conferences, letters, and any other medium of communication. It also includes communications occurring in the context of trade-association meetings, industry conferences, social events, customer visits, or any other setting. Documents reflecting, summarizing, or referencing such communications must also be preserved.

3. Customer Allocation and Bid Processes

Any and all documents and ESI relating to the allocation, division, assignment, or apportionment of customers, customer accounts, geographic territories, or market segments for specialty minerals, including high-purity feldspar, industrial talc, and rare-earth concentrates. This category also includes all documents relating to bids, proposals, tenders, requests for quotation ("RFQs"), requests for proposal ("RFPs"), competitive bidding processes, and any decisions to bid or refrain from bidding on any customer opportunity. Documents within this category include bid preparation materials, bid-review meeting notes, win/loss analyses, customer-contact reports, territory-assignment records, and any internal communications regarding the decision to pursue or decline a particular customer or sales opportunity.

4. Industry Trade Association Activities

Any and all documents and ESI relating to the North American Specialty Minerals Council ("NASMC") or any other industry trade association, trade group, industry consortium, or similar organization in which TMC or any of its personnel participated or held membership. This category includes, without limitation:

• Meeting agendas, programs, and schedules

• Presentations, slide decks, and handouts distributed at trade-association events

• Attendance lists, registration records, and sign-in sheets

• Formal meeting minutes and informal notes taken during meetings

• Records of any side meetings, breakout sessions, dinners, social gatherings, or informal discussions occurring before, during, or after trade-association events

• Communications (in any medium) with other trade-association members or attendees before, during, or after association events

• Travel records, expense reports, and itineraries relating to trade-association events

This category specifically includes, but is not limited to, materials relating to trade-association events held in Arlington, Virginia; Scottsdale, Arizona; Orlando, Florida; and any other locations at which NASMC or other industry association meetings, conferences, or events were conducted during the preservation period.

5. Internal Pricing and Sales Processes

Any and all documents and ESI relating to the internal pricing and sales processes of TMC's U.S. Specialty Minerals Division (or any predecessor or successor organizational unit), including but not limited to pricing-authority matrices, sales-management protocols, pricing-approval workflows, pricing-analytics tools or models, pricing-adjustment decision memoranda, sales-strategy presentations, quarterly and annual sales plans, sales-force compensation structures tied to pricing performance, and any internal audits or reviews of pricing practices.

6. Market intelligence and Competitive Information

Any and all documents and ESI relating to competitors' prices, pricing trends, market shares, production volumes, production capacities, cost structures, commercial strategies, or business plans in the specialty-minerals sector. This category includes competitive intelligence reports, market research studies (whether prepared internally or by third-party consultants), competitor benchmarking analyses, industry publications or newsletters containing competitive data, and any communications in which competitor pricing or commercial information was discussed, shared, received, or analyzed.

7. Compliance Matters

Any and all documents and ESI relating to TMC's antitrust compliance program, antitrust compliance policies, antitrust training programs, competition law training materials, or related compliance initiatives. This category includes the antitrust compliance policy originally adopted by TMC in approximately 2014, all subsequent amendments, revisions, or updates to that policy, training materials and presentations, records of employee attendance at compliance training sessions, compliance certifications or attestations signed by employees, and any reports, investigations, or assessments relating to potential antitrust compliance concerns or violations. This category also includes any communications between TMC personnel and internal or external compliance advisors regarding antitrust compliance matters.

8. Communications with or about Gavin Holt

Any and all documents and ESI relating to Gavin Holt, who served as Vice President, U.S. Specialty Minerals Sales, and who departed TMC effective September 30, 2021. This category includes:

• All communications sent to, received from, or copied to Mr. Holt during the course of his employment with TMC

• All communications concerning, referencing, or discussing Mr. Holt, his responsibilities, his conduct, his relationships with customers or competitors, or his departure from TMC

• All documents generated, authored, reviewed, or approved by Mr. Holt during his employment

• All communications or documents relating to Mr. Holt's departure from TMC, including but not limited to separation agreements, exit interview records, transition memoranda, and any post-departure communications between TMC personnel and Mr. Holt

• All documents relating to the circumstances surrounding Mr. Holt's departure, including any internal reviews, investigations, or discussions concerning his conduct or performance

9. Encrypted Messaging Applications

Any and all documents, communications, messages, files, images, or data transmitted, received, or stored via the VaultChat application or any other encrypted messaging platform, secure communication application, or ephemeral messaging service used for business-related communications by TMC personnel. This category includes the VaultChat application specifically, as well as any other encrypted or secure messaging tools, regardless of whether such tools were authorized by TMC's IT department or used on personal devices. Personnel who have used VaultChat or any similar application for any business-related communications must take immediate steps to preserve all messages and data and must not delete, uninstall, or modify the application or any data stored within it.

10. Government Inquiries

Any and all documents and ESI relating to any inquiry, investigation, subpoena, civil investigative demand, information request, interview request, or other communication from or with the U.S. Department of Justice (including the Antitrust Division), any U.S. federal or state regulatory agency, the Competition Bureau of Canada, or any other domestic or foreign government agency, relating to any of the subject-matter areas identified in this Section 3.2 or to any antitrust, competition law, or trade-practices matter involving TMC or any of its subsidiaries or personnel.

3.3 Types of Materials Covered

The preservation obligation set forth in this Notice applies to all forms of documents and ESI, regardless of format, medium, storage location, or custodian. The term "documents and ESI" as used in this Notice encompasses the broadest possible range of recorded information and includes, but is not limited to, the following categories:

• Emails, including all attachments, whether stored in Hollowell Systems, web-based email clients, or any other email platform, and including emails in sent, received, draft, archived, and deleted-items folders

• Text messages and instant messages, including SMS messages, coss, Meridian Services Inc. messages, Northgate Data Systems messages, Meridian Solutions messages, and any other text-based messaging communications, whether sent or received on company-issued or personal devices

• VaultChat messages and messages transmitted through any other encrypted messaging platform or secure communication application

• Calendar entries, including meeting invitations, meeting acceptances and declines, meeting notes, and associated attachments, from Hollowell Systems, Brightmoor Services Inc., or any other calendaring application

• Voicemail messages, including messages stored on company-issued or personal mobile devices, office telephone systems, or unified-communications platforms

• Letters, memoranda, and written correspondence, including all formal and informal written communications in hard-copy or electronic form

• Handwritten notes, notebooks, and diaries, including personal notebooks, legal pads, day planners, and any other handwritten records used in connection with TMC business

• Spreadsheets, databases, and financial records, including Ashbury Holdings Excel files, Access databases, Hollowell & Co. records, Ridgeline Industries financial system data, and any other structured data repositories

• Presentations and slide decks, including Ashbury Holdings Northgate Services Inc. files, Pemberton Services Inc., keynote presentations, and similar materials

• Reports and analyses, including management reports, board presentations, quarterly business reviews, market analyses, and financial analyses

• Contracts, proposals, bids, and customer correspondence, including executed agreements, draft agreements, term sheets, letters of intent, customer purchase orders, and related commercial documents

• Documents stored on shared network drives, cloud-based storage systems, including Aldermere Systems sites, Cobalt Ridge Systems accounts, Hollowell Health IT, Larkspur Technologies, box, and any similar cloud-based or network-accessible storage platforms

• Documents stored on local hard drives, laptops, and desktop computers, including files saved to the C: drive, desktop folders, or other local storage locations on company-issued equipment

• Documents stored on personal devices, including smartphones, tablets, personal laptops, personal desktop computers, personal email accounts (e.g., Northgate Software, Cascade Health IT, Hotmail), and personal cloud storage accounts, to the extent that any such personal devices or accounts were used at any time for TMC business communications or to store TMC business-related documents

• Documents stored on portable media, including USB flash drives, external hard drives, CDs, DVDs, SD cards, and any other removable storage media

• Social media posts and messages, including posts, messages, comments, or other content on Westmark Health IT, Fenmore Solutions, Kestrel Services Inc., or any other social media platform that relate to TMC business, the specialty-minerals industry, competitors, customers, or any other subject matter covered by this hold

• Audio and video recordings, including recorded telephone calls, video conference recordings (e.g., Calderon Software, Teams, or Granite Harbor Software recordings), dictation files, and any other audio or video materials

• Drafts of documents, including all interim, preliminary, and superseded versions of documents, whether saved as separate files, embedded in tracked-changes histories, or accessible through version-control or document-management systems

This list is not exhaustive. If you are in possession, custody, or control of any material that you believe may be relevant to the subject matter of this hold but that does not fit neatly into any of the categories listed above, you must preserve that material and contact the General Counsel's office for guidance.

4. Specific Preservation Instructions

4.1 Immediate Actions Required

Effective immediately upon your receipt of this Notice, each TMC employee, officer, and director must take the following actions:

1. Suspend All Routine Document Destruction. You must immediately cease and refrain from deleting, discarding, shredding, overwriting, recycling, or in any way destroying any documents or ESI that fall within the scope of this litigation hold, as described in Section 3 above. This suspension applies regardless of any existing document-retention policy, records-management schedule, clean-desk policy, or other routine business practice that might otherwise authorize or require the periodic destruction of documents. To the extent that any such policy or schedule would result in the destruction of potentially relevant materials, that policy or schedule is hereby suspended with respect to all materials within the scope of this hold. If you are uncertain whether a particular document or category of ESI falls within the scope of this hold, err on the side of preservation and contact the General Counsel's office for guidance.

2. Disable Auto-Delete Features. You must ensure that no automated deletion process, auto-purge setting, retention-policy rule, or similar automated function results in the destruction of potentially relevant materials. This includes, but is not limited to, automated email purge settings in Hollowell Systems or other email clients that delete messages after a specified period, automated deletion of text messages or chat logs, and any system-level retention policies that automatically remove files from shared drives or cloud storage after a defined retention period. If you are unsure whether any such automated processes are active on your devices or accounts, or if you are unsure how to disable such features, you must contact the TMC IT Help Desk immediately at x4500 (Toronto) or x8500 (U.S. offices) and request assistance. Do not wait; take this step today.

3. Preserve Personal Devices. If you have used any personal device — including a personal smartphone, personal tablet, personal laptop, personal desktop computer, or personal email account — for any TMC business communications relating to any of the subject-matter categories described in Section 3.2 above, you are required to preserve all such communications, messages, files, and data. Do not delete any applications, messages, emails, files, photographs, or other data from any personal device that may contain business-related communications. Do not perform a factory reset, upgrade, replace, or trade in any personal device that may contain relevant data without first contacting the General Counsel's office and obtaining written authorization. Your preservation obligation extends to all business-related information on personal devices, and TMC reserves the right to request that such devices be made available for forensic imaging or review by outside counsel or the Company's e-discovery vendor.

4. Preserve VaultChat and Encrypted Messaging Data. If you have used the VaultChat application or any other encrypted messaging platform, secure communication application, or ephemeral messaging service for any business-related communications — whether on a company-issued device or a personal device — you must take immediate steps to preserve all messages, attachments, and data within that application. Specifically:

• Do not delete, uninstall, or remove the VaultChat application (or any other encrypted messaging application) from any device.

• Do not delete any individual messages, conversation threads, group chats, or attachments within the application.

• Do not modify any settings within the application that might result in the automatic deletion or expiration of messages.

• If VaultChat or any other application has a "disappearing messages" or "auto-destruct" feature that is currently enabled, disable that feature immediately and contact the General Counsel's office to report the prior use of such a feature.

If you have any questions about how to preserve data within VaultChat or any other messaging application, contact the General Counsel's office or the IT Help Desk immediately.

5. Preserve Physical Documents. Do not discard, shred, recycle, or otherwise destroy any hard-copy documents, files, binders, notebooks, handwritten notes, or other physical materials that fall within the scope of this litigation hold. If you have physical documents in your possession — whether at your TMC office, at a home office, or at any other location — that relate to any of the subject-matter categories described in Section 3.2, you must collect and secure those materials. Store them in a safe and organized manner and ensure they are not inadvertently discarded during any office move, desk cleanout, or similar activity. If you require assistance with the collection or secure storage of physical documents, contact the General Counsel's office.

4.2 Ongoing Obligations

This litigation hold is a continuing obligation that remains in full force and effect until you receive express written notification from the General Counsel that the hold has been formally lifted. You should not assume that the hold has been lifted merely because time has passed, the investigation has not been recently discussed, or you have not received further communications regarding this matter. The hold will be lifted only by a formal written notification issued by the General Counsel.

Any documents or ESI created, sent, received, or generated after the date of this Notice (March 1, 2022) that fall within the subject-matter categories described in Section 3.2 above must also be preserved. Your preservation obligations are not limited to materials that existed as of the date of this Notice; they extend to all relevant materials created or received throughout the duration of this hold.

If, at any time during the pendency of this hold, you change roles or positions within TMC, transfer to a different department or division, receive a new computer, laptop, or mobile device, or separate from the Company for any reason (including resignation, retirement, or termination), you must ensure that all potentially relevant documents and ESI in your possession, custody, or control are preserved before any device is returned, wiped, reformatted, reassigned, or disposed of. You must contact the General Counsel's office before taking any steps to return, trade in, or dispose of any device that may contain relevant materials. The General Counsel's office will coordinate with IT and outside counsel to ensure that appropriate preservation measures are taken before any transition occurs.

Additionally, from time to time the General Counsel's office may issue supplemental notices, reminders, or updates to this litigation hold. You are required to review and comply with any such supplemental notices promptly upon receipt.

4.3 IT Department Coordination

TMC's Information Technology department has received separate, detailed instructions from the General Counsel's office and outside counsel regarding the technical aspects of document and ESI preservation. Among other measures, the IT department has been directed to take the following steps:

• Suspension of auto-deletion and retention-policy destruction schedules across all relevant TMC email servers, file servers, document management systems, and cloud-based storage platforms, to prevent the automated destruction of potentially relevant materials.

• Preservation of backup tapes and server data, including all backup tapes, server snapshots, and archival data from the preservation period. Backup tapes that would otherwise be recycled or overwritten pursuant to the standard backup rotation schedule will be segregated and preserved.

• Forensic imaging of custodian hard drives and devices, as directed by outside counsel. The IT department will coordinate the forensic imaging of laptops, desktop computers, mobile devices, and other equipment assigned to identified custodians, using forensically sound methodologies to ensure the integrity and admissibility of collected data.

• Coordination with Redstone Digital Forensics Inc., the Company's e-discovery and digital forensics vendor, which has been retained by Calderwood & Harkness LLP for the purpose of this matter. Redstone Digital Forensics will assist in the forensic collection, processing, and preservation of ESI from TMC systems and custodian devices.

TMC employees may be contacted by IT personnel or by representatives of Redstone Digital Forensics Inc. for the purpose of scheduling the collection or forensic imaging of data from their company-issued devices, personal devices, or accounts. All employees are directed to cooperate fully and promptly with any such requests. If you are contacted by IT or Redstone Digital Forensics regarding data collection, please make yourself and your devices available at the earliest opportunity and follow all instructions provided. Any failure to cooperate with data-collection efforts will be treated as a failure to comply with this litigation hold.

5. Confidentiality

The existence of this litigation hold, the underlying DOJ grand jury investigation, and all information relating to these matters are strictly confidential. The confidentiality of this information is essential both to protect TMC's legal interests and to preserve the integrity of the government's investigation.

Do not discuss this Notice, the investigation, or any related matters with any person outside of TMC. This prohibition applies without exception and includes, but is not limited to, the following categories of individuals and entities:

• Competitors, including but not limited to any personnel, officers, directors, employees, or agents of Ridgecrest Minerals Inc., Pinnacle Earth Resources Ltd., Cascade Chemical Supply Co., or any other company that competes with TMC in the specialty-minerals sector

• Customers, suppliers, distributors, or business partners of TMC or any of its subsidiaries

• Media or press representatives, including journalists, reporters, editors, bloggers, industry analysts, and any other members of the media

• Family members, friends, or personal acquaintances, regardless of the nature of your relationship or the level of trust involved

Within TMC, discussion of this matter must be strictly limited. You may discuss this Notice and the related matters only with the General Counsel's office (Priya Anand and her designees) and, to the extent strictly necessary to comply with the preservation instructions contained herein, with your direct supervisor. Do not discuss this matter with colleagues, subordinates, or other TMC personnel who do not have a need to know in connection with their compliance with this Notice.

If you are contacted by any external party — including, without limitation, any representative of the U.S. Department of Justice, the FBI, any other government agency, any private attorney, any journalist, or any other third party — regarding the investigation, this Notice, or any subject matter covered by this Notice, you must immediately direct the inquiry to the General Counsel's office without providing any information or making any statements. Do not confirm or deny the existence of the investigation. Do not provide any documents or information. Simply state that you are not authorized to discuss the matter and direct the inquiring party to TMC's General Counsel.

6. Consequences of Non-Compliance

The Company cannot overstate the seriousness of the obligations set forth in this Notice. Failure to comply with this litigation hold may constitute spoliation of evidence — the destruction, alteration, or concealment of materials that a party has a legal obligation to preserve. Spoliation of evidence in the context of a federal grand jury investigation is an extraordinarily serious matter that can give rise to the following consequences:

• Severe adverse legal consequences for the Company, including court-imposed sanctions, monetary penalties, adverse inference instructions (whereby a court or jury may be instructed to presume that destroyed evidence would have been unfavorable to the Company), preclusion of evidence or defenses, default judgments, and findings of contempt of court. In the context of a criminal investigation, the destruction of relevant evidence may give rise to separate criminal charges, including obstruction of justice under 18 U.S.C. § 1503 or § 1519 and/or contempt of court.

• Disciplinary action for the individual(s) involved, up to and including immediate termination of employment. TMC will not tolerate the intentional or reckless destruction of documents or ESI that are subject to this litigation hold, and any individual found to have destroyed, concealed, or altered relevant materials will face the full range of disciplinary measures available under Company policy.

• Potential personal legal liability for any individual who destroys, conceals, alters, or falsifies documents or ESI with the intent to obstruct or impede a federal investigation. Obstruction of justice is a federal criminal offense carrying substantial penalties, including imprisonment. The Company's outside counsel has advised that individuals may be subject to personal criminal liability for the willful destruction of evidence, independent of any liability that the Company itself may face.

TMC takes its document-preservation obligations with the utmost seriousness, and all personnel are expected to comply fully, promptly, and in good faith with every instruction contained in this Notice. If you have any doubt about whether a particular action (such as deleting an email, discarding a notebook, or upgrading a device) is permissible, you must refrain from taking that action and contact the General Counsel's office for guidance before proceeding.

7. Questions and Points of Contact

If you have any questions about this litigation hold — including questions about the scope of the preservation obligation, whether specific documents or ESI fall within its scope, how to preserve materials on a particular device or platform, or how to comply with any instruction in this Notice — please contact one of the following individuals:

Priya Anand General Counsel — Torchlight Mining Corp. 200 Bay Street, Suite 3400 Toronto, ON M5J 2J2, Canada Telephone: +1 (416) 555-0142

Email: p.anand@torchlightmining.com

Aaron Liu Lead Associate — Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104 Telephone: +1 (415) 555-0297

Email: aliu@calderwoodharkness.com

Do not hesitate to reach out with questions. It is far better to ask a question and receive guidance than to take an action — or fail to take an action — that results in the loss of potentially relevant materials.

Reporting Obligations: If you become aware of any destruction, loss, alteration, or deletion of potentially relevant documents or ESI — whether intentional or inadvertent, and whether by you or by any other TMC personnel — you must report it immediately to the General Counsel's office. Prompt reporting of any data loss is essential to enable the Company and its counsel to take appropriate remedial measures, and timely reporting of inadvertent losses will be taken into account in assessing any appropriate response.

8. Acknowledgment

Each recipient of this Notice is required to complete and return the Acknowledgment Form set forth below. You may complete the form by printing, signing, and returning the hard-copy form to the General Counsel's office, or by completing the electronic acknowledgment that will be distributed via the Company's secure intranet portal.

The completed Acknowledgment Form must be returned within five (5) business days of your receipt of this Notice. If you received this Notice on March 1, 2022, your completed Acknowledgment Form is due no later than the close of business on March 8, 2022. Failure to return the Acknowledgment Form within the required timeframe will be escalated to your department head and to the General Counsel's office.

By completing the Acknowledgment Form, you are confirming each of the following:

1. That you have received and carefully reviewed this Litigation Hold Notice in its entirety;

2. That you understand the document-preservation obligations described herein, including the scope of the materials to be preserved, the types of materials covered, and the specific preservation instructions set forth in Section 4;

3. That you commit to comply fully and in good faith with all of the preservation instructions and other requirements set forth in this Notice;

4. That you have disclosed whether you are in possession, custody, or control of any documents or ESI falling within the scope described in Section 3 above; and

5. That you have disclosed whether you have used VaultChat or any other encrypted messaging application for business-related communications at any time during the preservation period.

LITIGATION HOLD ACKNOWLEDGMENT FORM

Torchlight Mining Corp. — Mandatory Document Preservation Directive Acknowledgment Due Within Five (5) Business Days of Receipt

Full Name (Printed): ______________

Title / Position: ______________

Department / Division: ______________

Office Location: ______________

Date of Receipt of Notice: ______________

Date of Acknowledgment: ______________

I hereby acknowledge that:

1. I have received and carefully reviewed the Litigation Hold Notice dated March 1, 2022.

2. I understand the document-preservation obligations described in the Notice, including but not limited to the temporal scope, subject-matter categories, types of materials covered, and specific preservation instructions.

3. I commit to comply fully and in good faith with all preservation instructions and requirements set forth in the Notice.

4. I have answered the questions below truthfully and to the best of my knowledge.

5. I understand that failure to comply with the litigation hold may result in disciplinary action, up to and including termination of employment, as well as potential personal legal liability.

Do you possess any documents or ESI that fall within the scope of the preservation obligation described in Section 3 of the Notice?

Yes No Uncertain — I will contact the General Counsel's office for guidance

Have you used VaultChat or any other encrypted messaging application for TMC business-related communications at any time?

Yes No

If you answered "Yes" or "Uncertain" to either question above, please provide additional details below (including a description of the types of documents or ESI in your possession, the devices or platforms on which they are stored, and/or the encrypted messaging applications you have used):

________________________________________

Signature: ______________

Date: ______________

Please return the completed Acknowledgment Form to: Priya Anand, General Counsel, Torchlight Mining Corp., 200 Bay Street, Suite 3400, Toronto, ON M5J 2J2, Canada, or submit electronically via the Company's secure intranet portal. Retain a copy of this Notice and your completed Acknowledgment Form for your personal records.

TORCHLIGHT MINING CORP.

By: ________

Name: Priya Anand

Title: General Counsel

Date: March 1, 2022

200 Bay Street, Suite 3400 Toronto, ON M5J 2J2, Canada

This Notice was prepared with the assistance of Calderwood & Harkness LLP, outside counsel to Torchlight Mining Corp. in this matter (Matter No. 1039-00001).

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

This document is a privileged and confidential communication between Torchlight Mining Corp. and its legal counsel. It is protected from disclosure by the attorney-client privilege and the work-product doctrine. Do not forward, copy, distribute, or disclose this document or any of its contents to any person outside of Torchlight Mining Corp. without the prior written authorization of the General Counsel.

TORCHLIGHT MINING CORP. 200 Bay Street, Suite 3400 Toronto, ON M5J 2J2, Canada
LITIGATION HOLD NOTICE — DOCUMENT PRESERVATION DIRECTIVE
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION DO NOT FORWARD OR DISTRIBUTE OUTSIDE TORCHLIGHT MINING CORP.
Date: March 1, 2022
From: Priya Anand, General Counsel, Torchlight Mining Corp.
To: All Personnel of Torchlight Mining Corp. and its subsidiaries (including Torchlight Mining (U.S.) Inc.)
Re: Mandatory Preservation of Documents and Electronically Stored Information — U.S. Department of Justice Investigation
1. Purpose and Importance of This Notice
Torchlight Mining Corp. ("TMC" or the "Company") has received a grand jury subpoena duces tecum, bearing reference number Subpoena No. GJ-22-0194-SD-003, issued by the United States Department of Justice, Antitrust Division, San Francisco Field Office, in connection with a federal grand jury investigation (Grand Jury No. GJ-22-0194) currently pending in the United States District Court for the Northern District of California, San Francisco Division. The subpoena was served upon and received by the Company on February 14, 2022.
In response to the receipt of this subpoena, TMC has retained the law firm of Calderwood & Harkness LLP to serve as the Company's outside counsel and to advise TMC in connection with all matters arising from or related to this investigation. This Litigation Hold Notice (this "Notice") has been prepared by the General Counsel's office in consultation with Calderwood & Harkness LLP and constitutes a privileged and confidential attorney-client communication. The legal advice, guidance, and instructions contained herein are protected by the attorney-client privilege, and recipients must treat this Notice accordingly.
This Notice is being issued to all TMC personnel worldwide, including, without limitation, all employees, officers, and directors of TMC and all of its direct and indirect subsidiaries, including Torchlight Mining (U.S.) Inc., a Nevada corporation. Every person who receives this Notice is subject to its requirements, regardless of his or her title, seniority, geographic location, or functional area within the Company.
Compliance with this Notice is mandatory. The preservation of documents and electronically stored information ("ESI") in response to a federal grand jury subpoena is a legal obligation of the utmost seriousness. Failure to comply with this Notice may result in severe legal consequences for the Company, including but not limited to court-imposed sanctions, adverse inference instructions, findings of contempt, and potential criminal liability for obstruction of justice. Individuals who fail to comply with the preservation instructions set forth herein may face disciplinary action up to and including termination of employment, as well as potential personal legal liability. Each TMC employee, officer, and director must read this Notice carefully, in its entirety, and take immediate steps to comply with every instruction contained herein.
2. Background — Nature of the Investigation
The Antitrust Division of the U.S. Department of Justice is conducting a federal grand jury investigation into suspected anticompetitive conduct in the North American specialty-minerals sector. Based on the information provided in the subpoena and accompanying correspondence, the investigation concerns potential violations of Section 1 of the Sherman Antitrust Act (15 U.S.C. § 1), which prohibits agreements in restraint of trade, including but not limited to price-fixing, bid-rigging, and customer or market allocation agreements.
Specifically, the investigation relates to the pricing, sale, and distribution of the following product categories within the North American market:
•  High-purity feldspar, including all grades and specifications of feldspar marketed, offered for sale, or sold by TMC and its subsidiaries to customers in the United States and Canada;
•  Industrial talc, including all grades, specifications, and formulations of talc marketed, offered for sale, or sold by TMC and its subsidiaries to customers in the United States and Canada; and
•  Rare-earth concentrates, including all rare-earth oxide concentrates, mixed rare-earth concentrates, and separated rare-earth products marketed, offered for sale, or sold by TMC and its subsidiaries to customers in the United States and Canada.
The investigation covers the period from approximately January 2017 through August 2021 (the "Relevant Period"). However, as set forth in greater detail in Section 3 below, the Company's preservation obligations extend beyond the Relevant Period in both directions — capturing background and contextual materials predating the Relevant Period and all materials through and beyond the date of this Notice. All personnel must preserve materials in accordance with the broader temporal scope described in Section 3.1 below.
Important Note: The issuance of this Notice and the existence of the DOJ investigation should not be interpreted as an indication or suggestion that any TMC personnel have engaged in any wrongdoing, whether in connection with the matters under investigation or otherwise. The obligation to preserve documents and ESI is a standard legal duty that arises whenever a company receives notice of pending or reasonably anticipated litigation or a government investigation. TMC is committed to complying fully with its legal obligations, and this Notice is issued in furtherance of that commitment.
3. Scope of the Preservation Obligation
The scope of this litigation hold is intentionally broad to ensure that all potentially relevant documents and ESI are identified and preserved. Every TMC employee, officer, and director must preserve all materials that fall within the temporal scope and subject-matter categories described below, regardless of whether the individual believes the materials to be significant, relevant, or responsive to the subpoena. Determinations regarding relevance and responsiveness will be made by the General Counsel's office and outside counsel; individual employees should not make independent judgments about what to preserve or discard.
3.1 Temporal Scope
All documents and ESI created, sent, received, modified, accessed, or stored during the period from January 1, 2015 through the date of this Notice (March 1, 2022) must be preserved. This preservation obligation is a continuing obligation that extends forward from the date of this Notice until such time as you receive written notification from the General Counsel that the litigation hold has been formally lifted. Under no circumstances should any individual assume that the hold has been lifted absent such express written notification.
The preservation period begins on January 1, 2015, which is approximately two years before the start of the Relevant Period identified by the DOJ (January 2017). This expanded temporal scope is necessary to capture background materials, contextual documents, and pre-existing business records that may be relevant to understanding the conduct under investigation. Materials from this earlier period may include, for example, pricing histories, baseline competitive analyses, prior trade-association records, communications establishing business relationships, and documents reflecting the evolution of pricing practices or competitive dynamics in the specialty-minerals sector.
All documents and ESI generated or received after March 1, 2022 that fall within the subject-matter categories identified in Section 3.2 below must also be preserved on an ongoing basis for the duration of this hold.
3.2 Subject-Matter Categories — Documents and ESI to Be Preserved
All documents and ESI relating to the following subject-matter categories must be identified and preserved. This list is intended to be illustrative and should be interpreted broadly. If you are uncertain whether a particular document or category of ESI falls within the scope of this hold, you must preserve the material and contact the General Counsel's office for guidance.
1. Pricing of Specialty Minerals
Any and all documents and ESI relating to the pricing, price lists, price changes, price adjustments, price increases, price decreases, price quotations, discount structures, rebate programs, volume incentives, surcharge calculations, pricing formulas, pricing strategies, or pricing methodologies for high-purity feldspar, industrial talc, and/or rare-earth concentrates sold, offered for sale, or marketed in the United States or Canada. This category includes internal pricing memoranda, pricing approval forms, pricing-committee meeting materials, pricing databases, customer-specific pricing agreements, price-change announcements, and any analysis or discussion of the rationale for pricing decisions.
2. Competitor Interactions and Communications
Any and all communications — in any medium and regardless of whether conducted through formal or informal channels — with personnel at any competing company in the specialty-minerals industry. This category includes, but is not limited to, communications with personnel at the following companies and any of their subsidiaries, affiliates, parent entities, officers, employees, or agents:
•  Ridgecrest Minerals Inc.
•  Pinnacle Earth Resources Ltd.
•  Cascade Chemical Supply Co.
This category covers all forms of communication, including email correspondence, telephone calls, text messages, instant messages, VaultChat messages, in-person conversations (to the extent memorialized in any form, including handwritten notes), video conferences, letters, and any other medium of communication. It also includes communications occurring in the context of trade-association meetings, industry conferences, social events, customer visits, or any other setting. Documents reflecting, summarizing, or referencing such communications must also be preserved.
3. Customer Allocation and Bid Processes
Any and all documents and ESI relating to the allocation, division, assignment, or apportionment of customers, customer accounts, geographic territories, or market segments for specialty minerals, including high-purity feldspar, industrial talc, and rare-earth concentrates. This category also includes all documents relating to bids, proposals, tenders, requests for quotation ("RFQs"), requests for proposal ("RFPs"), competitive bidding processes, and any decisions to bid or refrain from bidding on any customer opportunity. Documents within this category include bid preparation materials, bid-review meeting notes, win/loss analyses, customer-contact reports, territory-assignment records, and any internal communications regarding the decision to pursue or decline a particular customer or sales opportunity.
4. Industry Trade Association Activities
Any and all documents and ESI relating to the North American Specialty Minerals Council ("NASMC") or any other industry trade association, trade group, industry consortium, or similar organization in which TMC or any of its personnel participated or held membership. This category includes, without limitation:
•  Meeting agendas, programs, and schedules
•  Presentations, slide decks, and handouts distributed at trade-association events
•  Attendance lists, registration records, and sign-in sheets
•  Formal meeting minutes and informal notes taken during meetings
•  Records of any side meetings, breakout sessions, dinners, social gatherings, or informal discussions occurring before, during, or after trade-association events
•  Communications (in any medium) with other trade-association members or attendees before, during, or after association events
•  Travel records, expense reports, and itineraries relating to trade-association events
This category specifically includes, but is not limited to, materials relating to trade-association events held in Arlington, Virginia; Scottsdale, Arizona; Orlando, Florida; and any other locations at which NASMC or other industry association meetings, conferences, or events were conducted during the preservation period.
5. Internal Pricing and Sales Processes
Any and all documents and ESI relating to the internal pricing and sales processes of TMC's U.S. Specialty Minerals Division (or any predecessor or successor organizational unit), including but not limited to pricing-authority matrices, sales-management protocols, pricing-approval workflows, pricing-analytics tools or models, pricing-adjustment decision memoranda, sales-strategy presentations, quarterly and annual sales plans, sales-force compensation structures tied to pricing performance, and any internal audits or reviews of pricing practices.
6. Market intelligence and Competitive Information
Any and all documents and ESI relating to competitors' prices, pricing trends, market shares, production volumes, production capacities, cost structures, commercial strategies, or business plans in the specialty-minerals sector. This category includes competitive intelligence reports, market research studies (whether prepared internally or by third-party consultants), competitor benchmarking analyses, industry publications or newsletters containing competitive data, and any communications in which competitor pricing or commercial information was discussed, shared, received, or analyzed.
7. Compliance Matters
Any and all documents and ESI relating to TMC's antitrust compliance program, antitrust compliance policies, antitrust training programs, competition law training materials, or related compliance initiatives. This category includes the antitrust compliance policy originally adopted by TMC in approximately 2014, all subsequent amendments, revisions, or updates to that policy, training materials and presentations, records of employee attendance at compliance training sessions, compliance certifications or attestations signed by employees, and any reports, investigations, or assessments relating to potential antitrust compliance concerns or violations. This category also includes any communications between TMC personnel and internal or external compliance advisors regarding antitrust compliance matters.
8. Communications with or about Gavin Holt
Any and all documents and ESI relating to Gavin Holt, who served as Vice President, U.S. Specialty Minerals Sales, and who departed TMC effective September 30, 2021. This category includes:
•  All communications sent to, received from, or copied to Mr. Holt during the course of his employment with TMC
•  All communications concerning, referencing, or discussing Mr. Holt, his responsibilities, his conduct, his relationships with customers or competitors, or his departure from TMC
•  All documents generated, authored, reviewed, or approved by Mr. Holt during his employment
•  All communications or documents relating to Mr. Holt's departure from TMC, including but not limited to separation agreements, exit interview records, transition memoranda, and any post-departure communications between TMC personnel and Mr. Holt
•  All documents relating to the circumstances surrounding Mr. Holt's departure, including any internal reviews, investigations, or discussions concerning his conduct or performance
9. Encrypted Messaging Applications
Any and all documents, communications, messages, files, images, or data transmitted, received, or stored via the VaultChat application or any other encrypted messaging platform, secure communication application, or ephemeral messaging service used for business-related communications by TMC personnel. This category includes the VaultChat application specifically, as well as any other encrypted or secure messaging tools, regardless of whether such tools were authorized by TMC's IT department or used on personal devices. Personnel who have used VaultChat or any similar application for any business-related communications must take immediate steps to preserve all messages and data and must not delete, uninstall, or modify the application or any data stored within it.
10. Government Inquiries
Any and all documents and ESI relating to any inquiry, investigation, subpoena, civil investigative demand, information request, interview request, or other communication from or with the U.S. Department of Justice (including the Antitrust Division), any U.S. federal or state regulatory agency, the Competition Bureau of Canada, or any other domestic or foreign government agency, relating to any of the subject-matter areas identified in this Section 3.2 or to any antitrust, competition law, or trade-practices matter involving TMC or any of its subsidiaries or personnel.
3.3 Types of Materials Covered
The preservation obligation set forth in this Notice applies to all forms of documents and ESI, regardless of format, medium, storage location, or custodian. The term "documents and ESI" as used in this Notice encompasses the broadest possible range of recorded information and includes, but is not limited to, the following categories:
•  Emails, including all attachments, whether stored in Hollowell Systems, web-based email clients, or any other email platform, and including emails in sent, received, draft, archived, and deleted-items folders
•  Text messages and instant messages, including SMS messages, coss, Meridian Services Inc. messages, Northgate Data Systems messages, Meridian Solutions messages, and any other text-based messaging communications, whether sent or received on company-issued or personal devices
•  VaultChat messages and messages transmitted through any other encrypted messaging platform or secure communication application
•  Calendar entries, including meeting invitations, meeting acceptances and declines, meeting notes, and associated attachments, from Hollowell Systems, Brightmoor Services Inc., or any other calendaring application
•  Voicemail messages, including messages stored on company-issued or personal mobile devices, office telephone systems, or unified-communications platforms
•  Letters, memoranda, and written correspondence, including all formal and informal written communications in hard-copy or electronic form
•  Handwritten notes, notebooks, and diaries, including personal notebooks, legal pads, day planners, and any other handwritten records used in connection with TMC business
•  Spreadsheets, databases, and financial records, including Ashbury Holdings Excel files, Access databases, Hollowell & Co. records, Ridgeline Industries financial system data, and any other structured data repositories
•  Presentations and slide decks, including Ashbury Holdings Northgate Services Inc. files, Pemberton Services Inc., keynote presentations, and similar materials
•  Reports and analyses, including management reports, board presentations, quarterly business reviews, market analyses, and financial analyses
•  Contracts, proposals, bids, and customer correspondence, including executed agreements, draft agreements, term sheets, letters of intent, customer purchase orders, and related commercial documents
•  Documents stored on shared network drives, cloud-based storage systems, including Aldermere Systems sites, Cobalt Ridge Systems accounts, Hollowell Health IT, Larkspur Technologies, box, and any similar cloud-based or network-accessible storage platforms
•  Documents stored on local hard drives, laptops, and desktop computers, including files saved to the C: drive, desktop folders, or other local storage locations on company-issued equipment
•  Documents stored on personal devices, including smartphones, tablets, personal laptops, personal desktop computers, personal email accounts (e.g., Northgate Software, Cascade Health IT, Hotmail), and personal cloud storage accounts, to the extent that any such personal devices or accounts were used at any time for TMC business communications or to store TMC business-related documents
•  Documents stored on portable media, including USB flash drives, external hard drives, CDs, DVDs, SD cards, and any other removable storage media
•  Social media posts and messages, including posts, messages, comments, or other content on Westmark Health IT, Fenmore Solutions, Kestrel Services Inc., or any other social media platform that relate to TMC business, the specialty-minerals industry, competitors, customers, or any other subject matter covered by this hold
•  Audio and video recordings, including recorded telephone calls, video conference recordings (e.g., Calderon Software, Teams, or Granite Harbor Software recordings), dictation files, and any other audio or video materials
•  Drafts of documents, including all interim, preliminary, and superseded versions of documents, whether saved as separate files, embedded in tracked-changes histories, or accessible through version-control or document-management systems
This list is not exhaustive. If you are in possession, custody, or control of any material that you believe may be relevant to the subject matter of this hold but that does not fit neatly into any of the categories listed above, you must preserve that material and contact the General Counsel's office for guidance.
4. Specific Preservation Instructions
4.1 Immediate Actions Required
Effective immediately upon your receipt of this Notice, each TMC employee, officer, and director must take the following actions:
1. Suspend All Routine Document Destruction. You must immediately cease and refrain from deleting, discarding, shredding, overwriting, recycling, or in any way destroying any documents or ESI that fall within the scope of this litigation hold, as described in Section 3 above. This suspension applies regardless of any existing document-retention policy, records-management schedule, clean-desk policy, or other routine business practice that might otherwise authorize or require the periodic destruction of documents. To the extent that any such policy or schedule would result in the destruction of potentially relevant materials, that policy or schedule is hereby suspended with respect to all materials within the scope of this hold. If you are uncertain whether a particular document or category of ESI falls within the scope of this hold, err on the side of preservation and contact the General Counsel's office for guidance.
2. Disable Auto-Delete Features. You must ensure that no automated deletion process, auto-purge setting, retention-policy rule, or similar automated function results in the destruction of potentially relevant materials. This includes, but is not limited to, automated email purge settings in Hollowell Systems or other email clients that delete messages after a specified period, automated deletion of text messages or chat logs, and any system-level retention policies that automatically remove files from shared drives or cloud storage after a defined retention period. If you are unsure whether any such automated processes are active on your devices or accounts, or if you are unsure how to disable such features, you must contact the TMC IT Help Desk immediately at x4500 (Toronto) or x8500 (U.S. offices) and request assistance. Do not wait; take this step today.
3. Preserve Personal Devices. If you have used any personal device — including a personal smartphone, personal tablet, personal laptop, personal desktop computer, or personal email account — for any TMC business communications relating to any of the subject-matter categories described in Section 3.2 above, you are required to preserve all such communications, messages, files, and data. Do not delete any applications, messages, emails, files, photographs, or other data from any personal device that may contain business-related communications. Do not perform a factory reset, upgrade, replace, or trade in any personal device that may contain relevant data without first contacting the General Counsel's office and obtaining written authorization. Your preservation obligation extends to all business-related information on personal devices, and TMC reserves the right to request that such devices be made available for forensic imaging or review by outside counsel or the Company's e-discovery vendor.
4. Preserve VaultChat and Encrypted Messaging Data. If you have used the VaultChat application or any other encrypted messaging platform, secure communication application, or ephemeral messaging service for any business-related communications — whether on a company-issued device or a personal device — you must take immediate steps to preserve all messages, attachments, and data within that application. Specifically:
•  Do not delete, uninstall, or remove the VaultChat application (or any other encrypted messaging application) from any device.
•  Do not delete any individual messages, conversation threads, group chats, or attachments within the application.
•  Do not modify any settings within the application that might result in the automatic deletion or expiration of messages.
•  If VaultChat or any other application has a "disappearing messages" or "auto-destruct" feature that is currently enabled, disable that feature immediately and contact the General Counsel's office to report the prior use of such a feature.
If you have any questions about how to preserve data within VaultChat or any other messaging application, contact the General Counsel's office or the IT Help Desk immediately.
5. Preserve Physical Documents. Do not discard, shred, recycle, or otherwise destroy any hard-copy documents, files, binders, notebooks, handwritten notes, or other physical materials that fall within the scope of this litigation hold. If you have physical documents in your possession — whether at your TMC office, at a home office, or at any other location — that relate to any of the subject-matter categories described in Section 3.2, you must collect and secure those materials. Store them in a safe and organized manner and ensure they are not inadvertently discarded during any office move, desk cleanout, or similar activity. If you require assistance with the collection or secure storage of physical documents, contact the General Counsel's office.
4.2 Ongoing Obligations
This litigation hold is a continuing obligation that remains in full force and effect until you receive express written notification from the General Counsel that the hold has been formally lifted. You should not assume that the hold has been lifted merely because time has passed, the investigation has not been recently discussed, or you have not received further communications regarding this matter. The hold will be lifted only by a formal written notification issued by the General Counsel.
Any documents or ESI created, sent, received, or generated after the date of this Notice (March 1, 2022) that fall within the subject-matter categories described in Section 3.2 above must also be preserved. Your preservation obligations are not limited to materials that existed as of the date of this Notice; they extend to all relevant materials created or received throughout the duration of this hold.
If, at any time during the pendency of this hold, you change roles or positions within TMC, transfer to a different department or division, receive a new computer, laptop, or mobile device, or separate from the Company for any reason (including resignation, retirement, or termination), you must ensure that all potentially relevant documents and ESI in your possession, custody, or control are preserved before any device is returned, wiped, reformatted, reassigned, or disposed of. You must contact the General Counsel's office before taking any steps to return, trade in, or dispose of any device that may contain relevant materials. The General Counsel's office will coordinate with IT and outside counsel to ensure that appropriate preservation measures are taken before any transition occurs.
Additionally, from time to time the General Counsel's office may issue supplemental notices, reminders, or updates to this litigation hold. You are required to review and comply with any such supplemental notices promptly upon receipt.
4.3 IT Department Coordination
TMC's Information Technology department has received separate, detailed instructions from the General Counsel's office and outside counsel regarding the technical aspects of document and ESI preservation. Among other measures, the IT department has been directed to take the following steps:
•  Suspension of auto-deletion and retention-policy destruction schedules across all relevant TMC email servers, file servers, document management systems, and cloud-based storage platforms, to prevent the automated destruction of potentially relevant materials.
•  Preservation of backup tapes and server data, including all backup tapes, server snapshots, and archival data from the preservation period. Backup tapes that would otherwise be recycled or overwritten pursuant to the standard backup rotation schedule will be segregated and preserved.
•  Forensic imaging of custodian hard drives and devices, as directed by outside counsel. The IT department will coordinate the forensic imaging of laptops, desktop computers, mobile devices, and other equipment assigned to identified custodians, using forensically sound methodologies to ensure the integrity and admissibility of collected data.
•  Coordination with Redstone Digital Forensics Inc., the Company's e-discovery and digital forensics vendor, which has been retained by Calderwood & Harkness LLP for the purpose of this matter. Redstone Digital Forensics will assist in the forensic collection, processing, and preservation of ESI from TMC systems and custodian devices.
TMC employees may be contacted by IT personnel or by representatives of Redstone Digital Forensics Inc. for the purpose of scheduling the collection or forensic imaging of data from their company-issued devices, personal devices, or accounts. All employees are directed to cooperate fully and promptly with any such requests. If you are contacted by IT or Redstone Digital Forensics regarding data collection, please make yourself and your devices available at the earliest opportunity and follow all instructions provided. Any failure to cooperate with data-collection efforts will be treated as a failure to comply with this litigation hold.
5. Confidentiality
The existence of this litigation hold, the underlying DOJ grand jury investigation, and all information relating to these matters are strictly confidential. The confidentiality of this information is essential both to protect TMC's legal interests and to preserve the integrity of the government's investigation.
Do not discuss this Notice, the investigation, or any related matters with any person outside of TMC. This prohibition applies without exception and includes, but is not limited to, the following categories of individuals and entities:
•  Competitors, including but not limited to any personnel, officers, directors, employees, or agents of Ridgecrest Minerals Inc., Pinnacle Earth Resources Ltd., Cascade Chemical Supply Co., or any other company that competes with TMC in the specialty-minerals sector
•  Customers, suppliers, distributors, or business partners of TMC or any of its subsidiaries
•  Media or press representatives, including journalists, reporters, editors, bloggers, industry analysts, and any other members of the media
•  Family members, friends, or personal acquaintances, regardless of the nature of your relationship or the level of trust involved
Within TMC, discussion of this matter must be strictly limited. You may discuss this Notice and the related matters only with the General Counsel's office (Priya Anand and her designees) and, to the extent strictly necessary to comply with the preservation instructions contained herein, with your direct supervisor. Do not discuss this matter with colleagues, subordinates, or other TMC personnel who do not have a need to know in connection with their compliance with this Notice.
If you are contacted by any external party — including, without limitation, any representative of the U.S. Department of Justice, the FBI, any other government agency, any private attorney, any journalist, or any other third party — regarding the investigation, this Notice, or any subject matter covered by this Notice, you must immediately direct the inquiry to the General Counsel's office without providing any information or making any statements. Do not confirm or deny the existence of the investigation. Do not provide any documents or information. Simply state that you are not authorized to discuss the matter and direct the inquiring party to TMC's General Counsel.
6. Consequences of Non-Compliance
The Company cannot overstate the seriousness of the obligations set forth in this Notice. Failure to comply with this litigation hold may constitute spoliation of evidence — the destruction, alteration, or concealment of materials that a party has a legal obligation to preserve. Spoliation of evidence in the context of a federal grand jury investigation is an extraordinarily serious matter that can give rise to the following consequences:
•  Severe adverse legal consequences for the Company, including court-imposed sanctions, monetary penalties, adverse inference instructions (whereby a court or jury may be instructed to presume that destroyed evidence would have been unfavorable to the Company), preclusion of evidence or defenses, default judgments, and findings of contempt of court. In the context of a criminal investigation, the destruction of relevant evidence may give rise to separate criminal charges, including obstruction of justice under 18 U.S.C. § 1503 or § 1519 and/or contempt of court.
•  Disciplinary action for the individual(s) involved, up to and including immediate termination of employment. TMC will not tolerate the intentional or reckless destruction of documents or ESI that are subject to this litigation hold, and any individual found to have destroyed, concealed, or altered relevant materials will face the full range of disciplinary measures available under Company policy.
•  Potential personal legal liability for any individual who destroys, conceals, alters, or falsifies documents or ESI with the intent to obstruct or impede a federal investigation. Obstruction of justice is a federal criminal offense carrying substantial penalties, including imprisonment. The Company's outside counsel has advised that individuals may be subject to personal criminal liability for the willful destruction of evidence, independent of any liability that the Company itself may face.
TMC takes its document-preservation obligations with the utmost seriousness, and all personnel are expected to comply fully, promptly, and in good faith with every instruction contained in this Notice. If you have any doubt about whether a particular action (such as deleting an email, discarding a notebook, or upgrading a device) is permissible, you must refrain from taking that action and contact the General Counsel's office for guidance before proceeding.
7. Questions and Points of Contact
If you have any questions about this litigation hold — including questions about the scope of the preservation obligation, whether specific documents or ESI fall within its scope, how to preserve materials on a particular device or platform, or how to comply with any instruction in this Notice — please contact one of the following individuals:
Priya Anand General Counsel — Torchlight Mining Corp. 200 Bay Street, Suite 3400 Toronto, ON M5J 2J2, Canada Telephone: +1 (416) 555-0142
Email: p.anand@torchlightmining.com
Aaron Liu Lead Associate — Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104 Telephone: +1 (415) 555-0297
Email: aliu@calderwoodharkness.com
Do not hesitate to reach out with questions. It is far better to ask a question and receive guidance than to take an action — or fail to take an action — that results in the loss of potentially relevant materials.
Reporting Obligations: If you become aware of any destruction, loss, alteration, or deletion of potentially relevant documents or ESI — whether intentional or inadvertent, and whether by you or by any other TMC personnel — you must report it immediately to the General Counsel's office. Prompt reporting of any data loss is essential to enable the Company and its counsel to take appropriate remedial measures, and timely reporting of inadvertent losses will be taken into account in assessing any appropriate response.
8. Acknowledgment
Each recipient of this Notice is required to complete and return the Acknowledgment Form set forth below. You may complete the form by printing, signing, and returning the hard-copy form to the General Counsel's office, or by completing the electronic acknowledgment that will be distributed via the Company's secure intranet portal.
The completed Acknowledgment Form must be returned within five (5) business days of your receipt of this Notice. If you received this Notice on March 1, 2022, your completed Acknowledgment Form is due no later than the close of business on March 8, 2022. Failure to return the Acknowledgment Form within the required timeframe will be escalated to your department head and to the General Counsel's office.
By completing the Acknowledgment Form, you are confirming each of the following:
1.  That you have received and carefully reviewed this Litigation Hold Notice in its entirety;
2.  That you understand the document-preservation obligations described herein, including the scope of the materials to be preserved, the types of materials covered, and the specific preservation instructions set forth in Section 4;
3.  That you commit to comply fully and in good faith with all of the preservation instructions and other requirements set forth in this Notice;
4.  That you have disclosed whether you are in possession, custody, or control of any documents or ESI falling within the scope described in Section 3 above; and
5.  That you have disclosed whether you have used VaultChat or any other encrypted messaging application for business-related communications at any time during the preservation period.
LITIGATION HOLD ACKNOWLEDGMENT FORM
Torchlight Mining Corp. — Mandatory Document Preservation Directive Acknowledgment Due Within Five (5) Business Days of Receipt
Full Name (Printed): ______________
Title / Position: ______________
Department / Division: ______________
Office Location: ______________
Date of Receipt of Notice: ______________
Date of Acknowledgment: ______________
I hereby acknowledge that:
1.  I have received and carefully reviewed the Litigation Hold Notice dated March 1, 2022.
2.  I understand the document-preservation obligations described in the Notice, including but not limited to the temporal scope, subject-matter categories, types of materials covered, and specific preservation instructions.
3.  I commit to comply fully and in good faith with all preservation instructions and requirements set forth in the Notice.
4.  I have answered the questions below truthfully and to the best of my knowledge.
5.  I understand that failure to comply with the litigation hold may result in disciplinary action, up to and including termination of employment, as well as potential personal legal liability.
Do you possess any documents or ESI that fall within the scope of the preservation obligation described in Section 3 of the Notice?
Yes No Uncertain — I will contact the General Counsel's office for guidance
Have you used VaultChat or any other encrypted messaging application for TMC business-related communications at any time?
Yes No
If you answered "Yes" or "Uncertain" to either question above, please provide additional details below (including a description of the types of documents or ESI in your possession, the devices or platforms on which they are stored, and/or the encrypted messaging applications you have used):
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
Signature: ______________
Date: ______________
Please return the completed Acknowledgment Form to: Priya Anand, General Counsel, Torchlight Mining Corp., 200 Bay Street, Suite 3400, Toronto, ON M5J 2J2, Canada, or submit electronically via the Company's secure intranet portal. Retain a copy of this Notice and your completed Acknowledgment Form for your personal records.
TORCHLIGHT MINING CORP.
By: ________
Name: Priya Anand
Title: General Counsel
Date: March 1, 2022
200 Bay Street, Suite 3400 Toronto, ON M5J 2J2, Canada
This Notice was prepared with the assistance of Calderwood & Harkness LLP, outside counsel to Torchlight Mining Corp. in this matter (Matter No. 1039-00001).
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
This document is a privileged and confidential communication between Torchlight Mining Corp. and its legal counsel. It is protected from disclosure by the attorney-client privilege and the work-product doctrine. Do not forward, copy, distribute, or disclose this document or any of its contents to any person outside of Torchlight Mining Corp. without the prior written authorization of the General Counsel.

TORCHLIGHT MINING CORP. 200 Bay Street, Suite 3400 Toronto, ON M5J 2J2, Canada

LITIGATION HOLD ACKNOWLEDGMENT FORM

TORCHLIGHT MINING CORP.

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