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APPENDIX A

ENHANCED ANTITRUST COMPLIANCE PROGRAM

TORCHLIGHT MINING CORP.

Prepared in connection with the Non-Prosecution Agreement between Torchlight Mining Corp. and the United States Department of Justice, Antitrust Division

DOJ Reference No. ATR-SF-2024-00312

Draft Dated: February 5, 2024

Prepared by:

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

and

Meridian Compliance Partners LLC 1100 Connecticut Avenue NW, Suite 730 Washington, DC 20036

Contact: Elaine Forsythe, Responsible Partner, Calderwood & Harkness LLP Claudia Ferraro, Engagement Lead, Meridian Compliance Partners LLC

DRAFT — Subject to negotiation and revision in connection with the NPA. This document does not constitute the final Appendix A to the NPA. This document is protected by the attorney-client privilege and the work-product doctrine.

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I. INTRODUCTION AND PURPOSE

This Appendix A sets forth the Enhanced Antitrust Compliance Program (the "Program" or "EACP") that Torchlight Mining Corp. ("TMC" or the "Company"), a corporation organized and existing under the Canada Business Corporations Act (CBCA Corporation No. 7841526-1), with its registered office at 200 Bay Street, Suite 3400, Toronto, ON M5J 2J2, Canada, and its principal U.S. operations conducted through Torchlight Mining (U.S.) Inc., a wholly owned subsidiary incorporated in the State of Nevada (Nevada Entity No. NV20160438721), with offices at 8750 West Sahara Avenue, Suite 210, Reno, NV 89117, agrees to implement, maintain, and enforce as a material condition of the Non-Prosecution Agreement (the "NPA") entered into between TMC and the Antitrust Division of the United States Department of Justice (the "DOJ" or the "Antitrust Division").

The Program has been developed in direct response to the findings of the DOJ's investigation into anticompetitive conduct in the specialty-minerals industry, and in recognition of the Company's acknowledgment that its prior compliance efforts were materially deficient. Specifically, the Program supersedes and replaces TMC's prior antitrust compliance policy, which was originally adopted in approximately 2014 and which the parties acknowledge was inadequate in several material respects. Among the deficiencies identified, the prior policy had not been the subject of annual compliance training since approximately 2018; it contained no provisions for monitoring or oversight of trade-association interactions in which TMC personnel participated alongside competitor representatives; and it lacked any audit mechanism or systematic protocol for identifying, documenting, or reviewing contacts between TMC personnel and personnel employed by competing firms. These deficiencies created conditions in which the conduct under investigation was able to persist without detection or remediation for an extended period.

The Program is designed to prevent, detect, and remediate violations of the antitrust and competition laws of the United States, Canada, and all other jurisdictions in which TMC conducts business. The Program addresses, without limitation, the following categories of unlawful conduct: price-fixing, market allocation, bid-rigging, and the unlawful exchange of competitively sensitive information among competitors. The Program places particular emphasis on the products and business activities that were the subject of the underlying DOJ investigation, including the production, marketing, and sale of high-purity feldspar, industrial talc, and rare-earth concentrates.

The Program applies to all TMC directors, officers, employees, agents, and contractors worldwide, across all business units and subsidiaries, without exception. Enhanced provisions and heightened obligations are applicable to the U.S. Specialty Minerals Division and to any other TMC business unit that is engaged, directly or indirectly, in the sale, pricing, marketing, or distribution of specialty minerals in North America. This enhanced scope reflects the concentration of the underlying conduct within the U.S. Specialty Minerals Division and the Division's ongoing exposure to heightened antitrust risk by virtue of its market position and the nature of its competitive interactions.

The NPA requires that the Program be maintained for the full three-year term of the NPA, commencing on May 6, 2024, and continuing through and including May 6, 2027. TMC further commits, as a material undertaking set forth in the NPA, to maintaining the Program in substantially similar form following the expiration of the NPA term, subject to such modifications as may be warranted by changes in applicable law, the Company's business operations, or the risk environment, provided that any such modifications shall not diminish the rigor or effectiveness of the Program's core elements as described herein.

Nothing in this Program is intended to limit or modify any obligation of TMC under the NPA, including but not limited to TMC's cooperation obligations, its reporting obligations, or its obligation to refrain from engaging in any conduct that would constitute a violation of the antitrust laws of the United States during the NPA term. In the event of any inconsistency between the provisions of this Program and the terms of the NPA, the terms of the NPA shall control.

II. DEFINITIONS

For purposes of this Program, the following terms shall have the meanings set forth below. Unless the context clearly requires otherwise, terms defined in the NPA and used but not separately defined herein shall have the meanings ascribed to them in the NPA.

"Antitrust Laws" means Section 1 of the Sherman Antitrust Act (15 U.S.C. § 1), Section 2 of the Sherman Antitrust Act (15 U.S.C. § 2), the Federal Trade Commission Act (15 U.S.C. § 45), the Clayton Act (15 U.S.C. §§ 12–27), applicable state antitrust and unfair competition statutes (including, without limitation, the Nevada Unfair Trade Practice Act, NRS Chapter 598A), the Competition Act, R.S.C. 1985, c. C-34 (Canada), and comparable antitrust, competition, and trade-practice laws in all other jurisdictions in which TMC operates or conducts business, including but not limited to the applicable laws of Brazil (Law No. 12,529/2011, as amended) and Australia (Competition and Consumer Act 2010 (Cth)). The term "Antitrust Laws" shall be construed broadly to encompass both criminal and civil provisions of the foregoing statutes and any regulations, guidelines, or enforcement policies promulgated thereunder.

"Competitively Sensitive Information" means any information, whether in written, oral, electronic, or any other form, the disclosure or exchange of which among competitors could facilitate coordination or reduce competitive uncertainty, including without limitation: (a) current, future, or proposed pricing, including list prices, transaction prices, price floors, and price ceilings; (b) pricing strategies, pricing models, or pricing algorithms; (c) discounts, rebates, allowances, promotional pricing, or other deviations from published prices; (d) customer lists, customer identities, or customer purchasing patterns; (e) customer allocation or customer assignment practices; (f) bid strategies, bid amounts, or decisions whether to bid on particular opportunities; (g) cost data, including raw-material costs, production costs, labor costs, transportation costs, and overhead; (h) production capacity, capacity utilization rates, or planned capacity expansions or reductions; (i) supply levels, inventory levels, or planned supply adjustments; (j) market share data or market share estimates, whether based on internal data or third-party reports; and (k) territory assignments, geographic coverage, or planned entry into or withdrawal from particular geographic markets. For the avoidance of doubt, information that has been made publicly available through lawful means (such as published price lists, SEC filings, or independent market research reports) shall not be considered Competitively Sensitive Information solely by reason of such public availability; however, the aggregation, analysis, or contextualization of publicly available information in a manner that reveals non-public strategic intentions may constitute Competitively Sensitive Information.

"Competitor" means any entity, and any affiliate, subsidiary, parent, or agent of such entity, that produces, sells, distributes, or markets high-purity feldspar, industrial talc, rare-earth concentrates, or other specialty minerals in any market or geographic area in which TMC competes or has competed during the preceding three years. The term "Competitor" expressly includes, but is not limited to, the following entities: (a) Ridgecrest Minerals Inc., a corporation headquartered in Denver, Colorado; and (b) Pinnacle Earth Resources Ltd., a corporation with principal offices in Sudbury, Ontario, Canada, and Salt Lake City, Utah. The CCO shall maintain a current list of identified Competitors, which shall be updated no less frequently than quarterly, and which shall be made available to all Covered Personnel.

"Covered Personnel" means all TMC directors, officers, employees (whether full-time, part-time, or temporary), agents, consultants, and independent contractors who have any involvement, whether direct or indirect, in pricing, sales, marketing, business development, procurement, strategic planning, or trade-association activities relating to specialty minerals, or who otherwise have access to Competitively Sensitive Information in the ordinary course of their duties. The CCO, in consultation with the General Counsel, shall maintain a current register of all individuals designated as Covered Personnel, and such register shall be updated no less frequently than semi-annually. Any individual whose status as Covered Personnel is in question shall be treated as Covered Personnel pending a determination by the CCO.

"Trade Association" means any industry group, trade council, professional association, standards-setting organization, or similar body in which TMC or any TMC employee participates, whether as a dues-paying member or otherwise, and in which one or more Competitors also participate or are eligible to participate. The term "Trade Association" expressly includes the North American Specialty Minerals Council ("NASMC"), headquartered at 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201. The CCO shall maintain a current inventory of all Trade Associations in which TMC or its personnel participate, updated no less frequently than annually.

"Chief Compliance Officer" or "CCO" means the independent officer appointed pursuant to Section III.A of this Program to serve as the senior executive responsible for the design, implementation, and administration of the Program.

"Compliance Monitor" or "Monitor" means the independent compliance monitor retained by TMC pursuant to the terms of the NPA for a period of two years from the date of NPA execution (May 6, 2024, through May 6, 2026), which monitor has been pre-approved by the DOJ Antitrust Division. Meridian Compliance Partners LLC, with Claudia Ferraro serving as Engagement Lead, and with offices at 1100 Connecticut Avenue NW, Suite 730, Washington, DC 20036, has been pre-approved by the DOJ to serve as the Compliance Monitor.

"NPA" means the Non-Prosecution Agreement between TMC and the Antitrust Division of the United States Department of Justice, DOJ Reference No. ATR-SF-2024-00312, anticipated to be executed on or about May 6, 2024.

"NPA Term" means the three-year period commencing on the date of execution of the NPA (anticipated: May 6, 2024) and ending on the third anniversary thereof (anticipated: May 6, 2027).

"Program" or "EACP" means this Enhanced Antitrust Compliance Program, as set forth in this Appendix A and as may be amended from time to time in accordance with Section XV hereof.

III. GOVERNANCE AND ORGANIZATIONAL STRUCTURE

A. Appointment of Independent Chief Compliance Officer

TMC shall appoint a Chief Compliance Officer ("CCO") within sixty (60) days of the execution of the NPA. The CCO shall serve as the senior executive with primary responsibility for the design, implementation, day-to-day administration, and ongoing effectiveness of the Program. The appointment of the CCO shall be a dedicated, full-time position, and the individual appointed shall not simultaneously hold any other operational, commercial, or revenue-generating role within the Company.

The CCO must satisfy the following independence requirements. The individual appointed as CCO shall not have served at any time during the period of the alleged conspiracy (January 2017 through August 2021) in any commercial, sales, pricing, marketing, or business-development function at TMC or any TMC subsidiary. The CCO shall not report, directly or indirectly, to any individual who had supervisory authority over the U.S. Specialty Minerals Division, or over any of the individuals identified in the DOJ's investigation, during the period of the alleged conspiracy. These independence requirements are intended to ensure that the CCO is free from any actual or perceived conflicts of interest that could compromise the integrity or credibility of the Program.

The CCO shall report directly to the Board of Directors of TMC (Chair: Margaret Caldwell) and to the Audit Committee of the Board (Chair: Janet Moreau-Shaw), with a dotted-line reporting relationship to the General Counsel (Priya Anand). This reporting structure is designed to ensure that the CCO has direct access to the highest levels of corporate governance and that compliance matters receive appropriate Board-level attention and resources. The CCO shall have the right to request and obtain meetings with the Board of Directors, the Audit Committee, or individual Board members, at any time and without the prior approval of any member of management.

The CCO shall have unrestricted authority to access all Company records, personnel, facilities, systems, and data relevant to the performance of the CCO's duties under this Program, without requiring prior approval from any member of management, including but not limited to the Chief Executive Officer and the General Counsel. This authority shall extend to electronic communications, financial records, pricing files, customer files, trade-association records, and any other materials that the CCO reasonably determines are relevant to antitrust compliance.

The compensation, continued employment, and performance evaluation of the CCO shall not be contingent upon, or materially influenced by, the revenue performance, profit performance, or commercial results of any business unit of the Company. The CCO's performance shall be evaluated primarily on the basis of the design, implementation, and effectiveness of the Program. The terms of the CCO's employment, including compensation, shall be approved by the Audit Committee of the Board of Directors.

B. Board of Directors Oversight

The Board of Directors of TMC shall exercise active oversight of the Program and shall bear ultimate responsibility for ensuring that the Company maintains an effective antitrust compliance program. To that end, the Board shall receive no fewer than two (2) reports per calendar year from the CCO on the status of the Program. Each such report shall address, at a minimum, the following topics: (a) the status of Program implementation, including progress against the implementation milestones set forth in Section XVII; (b) training completion rates for all categories of Covered Personnel; (c) a summary of concerns reported through the confidential hotline and other reporting channels; (d) the status of any pending compliance investigations; (e) the findings and recommendations of any compliance audits conducted during the reporting period; and (f) any material changes to the competitive or regulatory environment that may affect the Company's antitrust risk profile.

The Audit Committee of the Board of Directors, chaired by Janet Moreau-Shaw, shall have primary oversight responsibility for the Program at the Board level. The Audit Committee shall devote a portion of each regularly scheduled meeting to a review of antitrust compliance matters and shall receive direct reports from the CCO on at least a semi-annual basis. The Audit Committee shall have the authority to retain independent counsel or other advisors to assist in its oversight of the Program, at the Company's expense.

The full Board of Directors shall review and approve the annual compliance budget for the Program, and shall ensure that adequate financial, human, and technological resources are allocated to the Program to support its effective implementation and ongoing operation. The Board shall consider the adequacy of Program resources at least annually, taking into account the CCO's assessment of the Company's antitrust risk profile and any recommendations from the Compliance Monitor.

C. Compliance Committee

TMC shall establish an Antitrust Compliance Committee (the "Compliance Committee") to serve as the primary management-level body responsible for overseeing the implementation and operation of the Program on a day-to-day and quarter-to-quarter basis. The Compliance Committee shall be composed of the following members:

(a) The CCO, who shall serve as chair of the Compliance Committee;

(b) The General Counsel (Priya Anand);

(d) At least one senior business representative from each of TMC's major operating divisions, including at a minimum the head of the U.S. Specialty Minerals Division; and

(e) Such additional members as the CCO may designate from time to time, with the approval of the Audit Committee.

The Compliance Committee shall meet no less frequently than quarterly, and shall hold additional meetings as circumstances warrant, including upon the occurrence of any event that the CCO reasonably believes may present a material antitrust compliance risk. At each quarterly meeting, the Compliance Committee shall review the status of Program implementation, discuss any compliance issues or concerns that have arisen since the prior meeting, review reports from the confidential hotline and other reporting mechanisms, evaluate the results of any monitoring or auditing activities, and consider and recommend updates to the Program's policies and procedures. Minutes of each Compliance Committee meeting shall be prepared and maintained in accordance with the recordkeeping requirements of Section XIV.

D. Role of the General Counsel

The General Counsel (Priya Anand) shall serve as a legal resource and advisor to the CCO and the Compliance Committee on matters relating to antitrust compliance. The General Counsel's office shall provide legal analysis, guidance, and interpretation of the Antitrust Laws as they apply to the Company's business activities, and shall coordinate with outside counsel (Calderwood & Harkness LLP) on matters requiring specialized expertise or independent legal judgment.

Notwithstanding the foregoing, the General Counsel shall not have the authority to override, reverse, or countermand any decision of the CCO with respect to compliance investigations, compliance audit findings, or disciplinary recommendations arising from potential violations of the Program. This limitation is intended to preserve the independence of the CCO and to ensure that compliance decisions are not subordinated to other business or legal considerations. In the event of a disagreement between the CCO and the General Counsel regarding a compliance matter, the dispute shall be escalated to the Audit Committee of the Board of Directors for resolution.

IV. RISK ASSESSMENT

A. Initial Comprehensive Risk Assessment

Within ninety (90) days of the execution of the NPA, the CCO, in consultation with the Compliance Monitor (Meridian Compliance Partners LLC), shall conduct a comprehensive antitrust risk assessment (the "Initial Risk Assessment") covering all TMC business units, subsidiaries, and affiliates worldwide. The purpose of the Initial Risk Assessment is to identify, evaluate, and prioritize the antitrust risks to which the Company is exposed, and to inform the design and calibration of the Program's controls, training, and monitoring activities.

The Initial Risk Assessment shall identify and prioritize antitrust risks along the following dimensions, at a minimum:

(a) Business Unit. The assessment shall evaluate the risk profile of each major business unit and subsidiary, with particular attention to the U.S. Specialty Minerals Division, which was the locus of the conduct under investigation.

(b) Product Line. The assessment shall evaluate risks associated with each major product line, with specific and detailed focus on high-purity feldspar, industrial talc, and rare-earth concentrates — the products at issue in the DOJ investigation — as well as any other product lines that the CCO identifies as presenting elevated antitrust risk.

(c) Geography. The assessment shall evaluate risks by geographic market, including the United States, Canada, Brazil, Australia, and any other jurisdictions in which TMC operates or sells its products.

(d) Functional Area. The assessment shall evaluate risks by functional area, including sales, pricing, procurement, marketing, business development, and trade-association participation.

The Initial Risk Assessment shall specifically take into account, and shall be informed by, the findings of the internal investigation conducted by Calderwood & Harkness LLP, the results of which were presented to the TMC Board of Directors on January 20, 2023. Among the findings of that investigation that are relevant to the risk assessment are the following:

(i) Thirty-seven (37) documented instances of communications between former TMC employee Gavin Holt (then Vice President, U.S. Specialty Minerals Division) and personnel employed by Competitors, occurring between approximately March 2017 and July 2021, the substance of which included discussions of current and future pricing, customer allocation, and supply levels for high-purity feldspar and industrial talc;

(ii) Twelve (12) pricing-adjustment instructions issued by Gavin Holt to Sandra Chu (then Director, Pricing and Sales Operations, U.S. Specialty Minerals Division) that were determined to correlate temporally and directionally with price movements by one or more Competitors, raising a strong inference that such pricing adjustments were the product of coordination rather than independent competitive decision-making; and

(iii) Four (4) NASMC conferences attended by Thomas Eriksen (then Senior Vice President, Business Development, U.S. Specialty Minerals Division), at which side meetings with Competitor personnel allegedly occurred outside the scope of the official conference agenda and without the knowledge or oversight of TMC's legal or compliance functions.

The Initial Risk Assessment shall result in a written report to the Compliance Committee and the Board of Directors, which shall include a risk heat map, a prioritized list of risk areas, and specific recommendations for risk-mitigation measures to be incorporated into the Program.

B. Ongoing Risk Assessment

Following completion of the Initial Risk Assessment, the CCO shall ensure that the antitrust risk assessment is updated on at least an annual basis. In addition, the risk assessment shall be updated promptly whenever there is a material change in TMC's business operations, competitive environment, or organizational structure that could affect the Company's antitrust risk profile. Material changes warranting an interim risk assessment update include, without limitation: (a) the consummation of any merger, acquisition, or divestiture; (b) the entry into any new joint venture or strategic alliance with a Competitor or potential Competitor; (c) the introduction of new product lines or the discontinuation of existing product lines; (d) entry into new geographic markets or withdrawal from existing markets; (e) material changes in the competitive landscape, including the entry or exit of significant competitors; and (f) changes in applicable Antitrust Laws or enforcement priorities.

Updated risk-assessment reports shall be provided to the Compliance Committee and the Audit Committee of the Board of Directors. During the two-year term of the Compliance Monitor, updated risk assessments shall also be provided to the Compliance Monitor for review and comment.

V. POLICIES AND PROCEDURES

A. Antitrust Compliance Policy (Rewritten)

TMC shall adopt a comprehensive, written Antitrust Compliance Policy (the "Policy"), which shall replace in its entirety the Company's prior antitrust compliance policy adopted in approximately 2014. The new Policy shall be drafted by the CCO, in consultation with outside counsel (Calderwood & Harkness LLP) and the Compliance Monitor (Meridian Compliance Partners LLC), and shall be reviewed and approved by the Compliance Committee and the Audit Committee of the Board prior to distribution. The Policy shall be distributed, in hard copy and electronic form, to all Covered Personnel, and each individual receiving the Policy shall be required to execute a written acknowledgment of receipt and understanding.

The Policy shall clearly and unambiguously state TMC's zero-tolerance approach to violations of the Antitrust Laws. The Policy shall make clear that any violation of the Antitrust Laws or of the Policy itself will result in disciplinary action up to and including immediate termination of employment and referral to law enforcement authorities for criminal prosecution. The Policy shall describe prohibited conduct in specific, concrete terms, with illustrative examples drawn from the specialty-minerals industry and, where appropriate, from the types of conduct that were the subject of the DOJ investigation, so as to provide meaningful guidance to employees who may encounter situations presenting antitrust risk.

Prohibited conduct under the Policy shall include, without limitation:

(a) Any agreement, arrangement, understanding, or concerted action with one or more Competitors to fix, raise, stabilize, peg, or maintain prices, price levels, price ranges, or any component of price, including discounts, surcharges, freight charges, or credit terms;

(b) Any agreement, arrangement, understanding, or concerted action with one or more Competitors to allocate, divide, or assign customers, accounts, contracts, territories, or markets, whether by geography, product, customer type, or any other basis;

(c) Any agreement, arrangement, understanding, or concerted action with one or more Competitors to rig bids, submit complementary or cover bids, rotate winning bids, or otherwise subvert competitive bidding processes;

(d) Any exchange, sharing, or disclosure of Competitively Sensitive Information with any Competitor, whether directly or through any intermediary, and whether or not such exchange is accompanied by an express agreement or understanding;

(e) Any agreement, arrangement, or understanding with one or more Competitors to restrict output, limit production, or control supply levels; and

(f) Any other agreement, arrangement, understanding, or concerted action with one or more Competitors that has the purpose or effect of unreasonably restraining trade or competition.

The Policy shall be translated into the primary languages of all jurisdictions in which TMC operates, and shall be made available on the Company's intranet and through such other channels as the CCO determines are necessary to ensure accessibility. The Policy shall be reviewed and updated by the CCO no less frequently than annually.

B. Competitor-Contact Protocol

TMC shall adopt a comprehensive, written Competitor-Contact Protocol (the "Contact Protocol") governing all interactions, whether planned or unplanned, between TMC personnel and personnel employed by or affiliated with any Competitor. The Contact Protocol shall be drafted by the CCO, reviewed by outside counsel, and approved by the Compliance Committee. The Contact Protocol shall be binding on all TMC employees, officers, directors, agents, and contractors.

The Contact Protocol shall incorporate the following requirements:

Documentation Requirement. All contacts between TMC personnel and Competitor personnel must be documented contemporaneously — meaning at the time of or promptly following the contact — in a standardized form prescribed by the CCO's office. The documentation shall include, at a minimum: (i) the date and time of the contact; (ii) the identity of all TMC participants and all Competitor participants; (iii) the location of the contact (or, if the contact occurred by telephone or electronic communication, the medium of the contact); (iv) a description of the subject matter discussed; and (v) a representation by the documenting employee that no Competitively Sensitive Information was discussed or exchanged.

24-Hour Reporting Obligation. Any contact between TMC personnel and Competitor personnel that involves, or that the TMC employee reasonably believes may have involved, any discussion of pricing, customer relationships, supply or capacity levels, or bidding shall be reported to the CCO or the CCO's designee within twenty-four (24) hours of the contact. The report shall include a completed competitor-contact documentation form and a narrative description of the circumstances and content of the contact.

Absolute Prohibition on Information Exchange. No TMC employee, officer, director, agent, or contractor may discuss, disclose, exchange, or receive Competitively Sensitive Information with or from any Competitor personnel under any circumstances whatsoever. This prohibition applies regardless of the medium of communication, including in-person meetings, telephone calls, electronic mail, text messages, videoconferences, social media, encrypted messaging applications (including but not limited to VaultChat, Harborline Technologies, Meridian Services Inc., Kestrel Data Systems, or any similar platform), or communications through intermediaries, consultants, or other third parties.

Prohibition on Ephemeral and Encrypted Messaging. TMC personnel are strictly prohibited from using encrypted, ephemeral, auto-deleting, or self-destructing messaging platforms or applications for any business communication with Competitor personnel. All business communications must be conducted through TMC-approved, auditable communication channels that are subject to the Company's document-retention and electronic-discovery protocols. This prohibition is responsive to findings from the internal investigation indicating that certain communications between TMC personnel and Competitor personnel during the period of the alleged conspiracy were conducted through the VaultChat encrypted messaging platform, thereby evading the Company's ordinary document-retention and oversight mechanisms.

Pre-Approval Requirement. Any planned meeting, telephone call, videoconference, or other communication between TMC personnel and a Competitor representative must receive prior written approval from the CCO or the CCO's designee before the communication takes place. The request for approval shall be submitted in writing and shall describe the proposed participants, the purpose of the communication, and the anticipated subject matter. The CCO or designee shall review the request and, if approval is granted, may impose conditions on the communication, including the requirement that a member of the CCO's office or outside counsel participate in or observe the communication. This pre-approval requirement shall not apply to incidental, unplanned encounters at trade-association events, provided that such encounters comply in all respects with the Trade Association Interaction Policy set forth in Section V.C below.

C. Trade Association Interaction Policy

TMC shall adopt a comprehensive, written Trade Association Interaction Policy (the "TA Policy") governing the participation of TMC personnel in all Trade Associations, with specific and enhanced provisions applicable to TMC's participation in NASMC events. The TA Policy shall be drafted by the CCO, reviewed by outside counsel, and approved by the Compliance Committee.

The TA Policy shall incorporate the following requirements:

Pre-Event Compliance Briefing. All TMC personnel who are scheduled to attend any Trade Association event, conference, meeting, or function at which Competitor personnel are expected to be present shall receive a pre-event antitrust compliance briefing from the CCO's office. The briefing shall address the applicable antitrust rules and restrictions, the specific risks associated with the event in question, and the procedures to be followed in the event of an improper or unexpected discussion topic.

Trade Association Compliance Liaison. TMC shall designate a qualified individual to serve as the Trade Association Compliance Liaison (the "TA Liaison"). The TA Liaison shall attend each NASMC quarterly conference and any other Trade Association event that the CCO identifies as presenting elevated antitrust risk due to the expected participation of Competitor personnel. The TA Liaison shall be trained in antitrust compliance, shall be responsible for monitoring discussions at the event for potential antitrust issues, and shall have the authority to instruct TMC personnel to withdraw from any discussion or session that the TA Liaison believes may involve Competitively Sensitive Information.

Agenda Review Requirement. Written agendas must be obtained in advance for each Trade Association meeting, conference session, or committee meeting that TMC personnel plan to attend. The agendas shall be submitted to the CCO's office for review prior to the event. If no written agenda is available for a particular session or meeting, TMC personnel shall not attend that session or meeting. The CCO's office shall review each agenda for potential antitrust concerns and shall advise TMC personnel of any topics or sessions that should be avoided.

Prohibition on Informal Side Meetings. TMC personnel shall not participate in informal side meetings, private dinners, social gatherings, hospitality events, or any other informal interactions at or in connection with Trade Association conferences or events where Competitively Sensitive Information could be exchanged, unless the TA Liaison is present at such interaction. If Competitively Sensitive Information is raised during any such interaction, the TMC employee shall immediately leave the interaction, note the time and circumstances of departure, and report the incident to the CCO within twenty-four (24) hours.

Post-Event Reporting. Within five (5) business days of each Trade Association event attended by TMC personnel, each attendee shall file a written post-event report with the CCO's office. The report shall describe the sessions attended, the topics discussed, the Competitor personnel encountered, and any incidents or discussions that raised potential antitrust concerns. The TA Liaison shall prepare a separate report summarizing the TA Liaison's observations and any compliance issues identified.

Annual Membership Review. The CCO shall conduct an annual review of all Trade Associations in which TMC or its personnel participate. As part of this review, the CCO shall assess whether each Trade Association maintains adequate antitrust safeguards, including written antitrust policies, agenda protocols, and antitrust counsel at meetings. If the CCO determines that a Trade Association fails to maintain adequate antitrust safeguards, the CCO shall recommend that TMC withdraw from the association, and such recommendation shall be implemented unless the Compliance Committee, with the concurrence of outside counsel, determines that continued participation can be conducted in compliance with the Program.

D. Pricing Authority and Controls

TMC shall adopt clear, written pricing-authority guidelines (the "Pricing Guidelines") specifying the approval chain, documentation requirements, and compliance safeguards for pricing decisions within the U.S. Specialty Minerals Division and all other commercial divisions of the Company. The Pricing Guidelines are intended to address the risk identified in the internal investigation that a single individual (Gavin Holt) was able to direct pricing adjustments without adequate oversight or documentation.

The Pricing Guidelines shall incorporate the following requirements:

(a) All pricing decisions — including the establishment of new prices, modifications to existing prices, the granting of discounts or rebates, and changes to published price lists — must be documented in writing, including a clear statement of the business rationale for the pricing action and identification of the competitive intelligence or market analysis upon which the decision is based, provided that such intelligence is obtained only from lawful, publicly available sources or independent market research and not from any Competitor.

(b) No individual employee shall have the authority to unilaterally adjust published price lists or implement pricing changes without documented approval from at least one level of supervisory management above the initiating individual and a compliance sign-off from the CCO or the CCO's designee.

(c) The CCO or the CCO's designee shall have standing audit access to all pricing decisions, pricing records, pricing models, and pricing communications, and shall have the authority to review any pricing change for consistency with the Antitrust Compliance Policy, including the authority to halt or reverse any pricing action that raises compliance concerns pending further review.

(d) The Pricing Guidelines shall establish specific controls and escalation procedures for pricing actions that coincide temporally with known or suspected pricing actions by Competitors, in order to identify and evaluate any potential inference of coordination.

E. Document Retention and Communication Policies

TMC shall maintain a comprehensive document-retention policy (the "Retention Policy") that ensures all business communications, including electronic communications of every type and format, are preserved in accordance with applicable legal requirements, the terms of the NPA, and the needs of compliance auditing and monitoring. The Retention Policy shall be reviewed and approved by the CCO and the General Counsel's office, and shall be communicated to all employees.

The use of auto-delete functions, ephemeral-message features, self-destructing message timers, or encrypted-messaging applications (including, without limitation, VaultChat, Harborline Technologies, Meridian Services Inc., Kestrel Data Systems, Pemberton Health IT, Confide, or any similar platform or application) for any business communication is strictly prohibited, unless specifically approved in writing by both the CCO and the General Counsel's office, and only on TMC-controlled, auditable platforms that are subject to the Company's document-retention and electronic-discovery protocols. Any such approval shall be documented, shall specify the permitted scope and duration of use, and shall be subject to revocation at any time.

All employees, officers, directors, agents, and contractors shall use TMC-issued devices (including computers, mobile phones, and tablets) and TMC-approved communication platforms (including TMC-issued email, TMC-approved messaging systems, and TMC-approved videoconference platforms) for all business communications. The use of personal devices or personal accounts for business communications is prohibited unless specifically authorized by the CCO under documented protocols that ensure auditability and retention.

VI. TRAINING AND EDUCATION

A. Mandatory Annual Antitrust Training

All Covered Personnel shall complete mandatory antitrust compliance training at least once per calendar year. This annual training requirement is a cornerstone of the Program and is specifically designed to remedy the prior deficiency under TMC's 2014 policy, under which the Company failed to conduct annual antitrust compliance training at any point since approximately 2018 — a period that encompasses the entirety of the alleged conspiracy period. The failure to maintain an annual training program contributed to an environment in which employees lacked current knowledge of their legal obligations and in which anticompetitive conduct was not identified or reported.

Training content shall be developed by the CCO, in consultation with the Compliance Monitor (Meridian Compliance Partners LLC) and outside counsel (Calderwood & Harkness LLP). Training materials shall be reviewed and updated annually to reflect changes in applicable law, new enforcement developments, emerging compliance risks, and lessons learned from the Company's own experience, including the underlying DOJ investigation.

B. Training Content

Each annual training session shall address, at a minimum, the following topics:

(a) Overview of Applicable Antitrust Law. A comprehensive overview of U.S. antitrust law, including Section 1 of the Sherman Act and the per se offenses of price-fixing, market allocation, and bid-rigging; the relevant provisions of the Canadian Competition Act, including the conspiracy and bid-rigging provisions; and a summary of applicable antitrust and competition laws in other jurisdictions where TMC operates, including Brazil and Australia.

(b) Industry-Specific Case Studies and Hypotheticals. Case studies and hypothetical scenarios drawn from the specialty-minerals industry, including scenarios that illustrate the types of conduct at issue in the DOJ investigation (without disclosing privileged internal investigation findings), such as communications regarding pricing between competitor sales representatives at industry events, coordinated pricing adjustments, and improper information exchanges at trade-association conferences.

(c) Identifying and Avoiding Unlawful Competitor Contacts. A detailed module on how to identify situations that may involve an actual or potential unlawful competitor contact, how to respond if approached by a competitor seeking to discuss Competitively Sensitive Information, and the specific steps to take to extricate oneself from an improper conversation (including leaving the meeting, documenting the incident, and reporting it promptly).

(d) Proper Conduct at Trade Association Events. A module specifically addressing proper conduct at Trade Association events, with particular reference to NASMC conferences, including the agenda-review requirement, the role of the TA Liaison, the prohibition on informal side meetings, and the post-event reporting obligation.

(e) Recognizing Competitively Sensitive Information. A module on the definition and examples of Competitively Sensitive Information, including practical exercises to help employees distinguish between lawful competitive intelligence (e.g., publicly available market reports) and unlawful information exchanges.

(f) Proper Use of Electronic Communications. A module on the Company's communication policies, including the prohibition on the use of encrypted and ephemeral messaging applications for business communications, the requirement to use TMC-issued devices and approved platforms, and the document-retention obligations.

(g) Reporting Obligations and the Whistleblower Hotline. A module on the obligation to report suspected violations, the availability and operation of the confidential reporting hotline, the protections available to reporters, and the consequences of failing to report known or suspected violations.

(h) Consequences of Non-Compliance. A frank discussion of the potential consequences of antitrust violations, including criminal penalties for individuals (imprisonment of up to ten (10) years under the Sherman Act), criminal fines for corporations (up to $100 million per offense under the Sherman Act, or twice the gain or loss resulting from the offense), civil treble-damages liability, and the personal and professional consequences for individuals involved in anticompetitive conduct.

C. Enhanced Training for High-Risk Personnel

In addition to the mandatory annual training required of all Covered Personnel, personnel in the U.S. Specialty Minerals Division — including all individuals in sales, pricing, business development, and sales-operations roles — shall receive enhanced training consisting of a minimum of two (2) sessions per calendar year. Enhanced training sessions shall include interactive workshops, role-playing exercises, and scenario-based exercises designed to test employees' ability to recognize and respond appropriately to antitrust risk situations that they may encounter in the course of their duties.

Personnel who are designated to attend Trade Association events shall receive, in addition to the training described above, a pre-event compliance briefing specific to the event in question and a post-event debriefing conducted by the CCO's office or the TA Liaison, as described in Section V.C.

D. New-Hire and Onboarding Training

All new hires, transfers, and newly assigned individuals who will serve in Covered Personnel positions shall receive antitrust compliance training within thirty (30) days of their start date or date of transfer into the Covered Personnel role. The onboarding training shall cover the full scope of the topics described in Section VI.B and shall include a review of the Antitrust Compliance Policy, the Competitor-Contact Protocol, and the Trade Association Interaction Policy.

All new hires in Covered Personnel positions shall be required to sign a written acknowledgment confirming that they have received and reviewed the Antitrust Compliance Policy, the Competitor-Contact Protocol, and the Trade Association Interaction Policy, and that they understand their obligations thereunder. The signed acknowledgments shall be maintained by the CCO's office in accordance with the recordkeeping requirements of Section XIV.

E. Training Records

The CCO's office shall maintain comprehensive records of all training sessions conducted under this Program, including: (a) the date, time, and location (or platform) of each training session; (b) the names and titles of all attendees; (c) copies of all training materials and presentations; (d) completion certifications executed by each attendee; and (e) records of any follow-up actions or remedial training required for individuals who did not achieve a satisfactory level of understanding.

All training records shall be maintained for a minimum of seven (7) years or such longer period as may be required by the NPA or applicable law.

Training completion rates shall be reported to the Board of Directors on a semi-annual basis as part of the CCO's regular Board reporting, and shall be reported to the Compliance Monitor on a quarterly basis during the two-year monitor term. Any material shortfalls in training completion — defined as completion rates below ninety-five percent (95%) for any category of Covered Personnel in any training cycle — shall be flagged for immediate remediation and reported to the Audit Committee.

VII. REPORTING MECHANISMS AND WHISTLEBLOWER PROTECTIONS

A. Confidential Reporting Hotline

TMC shall establish and maintain a confidential antitrust compliance reporting hotline (the "Hotline") that is accessible by telephone and through a secure online web portal. The Hotline shall be available to all TMC employees, officers, directors, contractors, agents, and third parties, twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days a year. The Hotline shall be operated by a reputable, independent third-party provider selected by the CCO with the concurrence of the Compliance Monitor, and shall be staffed by trained intake professionals capable of receiving reports in English, French, Portuguese, and such other languages as the CCO determines are necessary to serve the Company's global workforce.

The Hotline shall permit anonymous reporting. Callers and web-portal users who wish to report anonymously shall not be required to provide their name, title, or any other identifying information. The Hotline provider shall maintain all reports in confidence and shall transmit reports to the CCO's office in a manner that preserves the anonymity of the reporter, where anonymity has been requested. Hotline reports shall be logged, tracked, and managed through a secure case-management system maintained by the CCO's office.

The existence, availability, and contact information for the Hotline shall be prominently publicized to all TMC personnel through the Company's intranet, through posters displayed in all TMC offices and operational facilities, through the annual training program, and through periodic communications from the CCO's office.

B. Internal Reporting Obligations

All Covered Personnel shall be required to promptly report any of the following to the CCO, the General Counsel, or the confidential Hotline:

(a) Any known or suspected violation of the Antitrust Laws by any TMC employee, officer, director, agent, or contractor;

(b) Any contact with a Competitor that involves, or that the reporting individual reasonably believes may have involved, a discussion or exchange of Competitively Sensitive Information;

(d) Any conduct by a TMC employee, agent, or contractor that the reporting individual reasonably believes may raise antitrust concerns, even if the individual is uncertain whether the conduct constitutes a violation; and

(e) Any other circumstances that the reporting individual reasonably believes are relevant to antitrust compliance.

Failure by any TMC employee to report a known or suspected antitrust violation, or to report a contact with a Competitor involving Competitively Sensitive Information, shall itself constitute a violation of Company policy and shall be subject to disciplinary action up to and including termination of employment, regardless of whether the underlying conduct ultimately proves to constitute an antitrust violation.

C. Non-Retaliation and Whistleblower Protections

TMC shall adopt and enforce a strict non-retaliation policy (the "Non-Retaliation Policy") protecting any employee who, in good faith, reports a suspected antitrust violation or any other concern through the Hotline, to the CCO, to the General Counsel, or through any other reporting channel. The Non-Retaliation Policy shall make clear that TMC will not tolerate any form of retaliation, intimidation, harassment, demotion, termination, reduction in compensation, or other adverse employment action against any individual for making a good-faith report of a suspected violation, for cooperating in an investigation, or for providing information to a government agency.

Any TMC employee, officer, or director who engages in retaliation against a reporting individual shall be subject to immediate termination of employment and may be referred for legal action. Allegations of retaliation shall be investigated by the CCO's office with the same rigor and urgency as allegations of substantive antitrust violations.

The Non-Retaliation Policy shall be communicated to all TMC personnel as part of the annual training program and shall be included in the Company's employee handbook and code of conduct.

VIII. MONITORING, AUDITING, AND TESTING

A. Ongoing Monitoring

The CCO shall design, implement, and maintain an ongoing monitoring program to detect potential antitrust violations and to assess the effectiveness of the Program on a continuous basis. The monitoring program shall include, at a minimum, the following elements:

(a) Pricing Surveillance. Periodic review and analysis of pricing changes across all product lines, with particular focus on high-purity feldspar, industrial talc, and rare-earth concentrates. The pricing surveillance shall be designed to identify pricing patterns that may be indicative of coordination with Competitors, including contemporaneous or near-contemporaneous price changes, parallel pricing movements, and pricing changes that lack adequate documented business justification.

(b) Bid-Pattern Analysis. Periodic analysis of bidding patterns on contracts and tenders in which TMC participates, designed to identify patterns that may be indicative of bid-rigging or complementary bidding, including consistent rotation of winning bids, unusually narrow bid spreads, or withdrawal of bids by expected participants.

(c) Competitor-Contact Review. Systematic review of competitor-contact reports submitted pursuant to the Competitor-Contact Protocol, to identify any patterns of contact that may warrant further investigation.

(d) Trade-Association Participation Monitoring. Review of post-event reports filed by TMC personnel following Trade Association events, to identify any incidents or discussions that may raise antitrust concerns.

(e) Electronic Communications Audits. Periodic audits of electronic communications (including email, instant messages, and other approved communication platforms) for evidence of improper contacts with Competitor personnel, improper exchanges of Competitively Sensitive Information, or use of prohibited communication channels. Such audits may include keyword searches, pattern analysis, and targeted reviews of communications involving high-risk personnel.

The CCO shall have the authority to engage outside consultants, forensic technology specialists, data-analytics firms, or other experts as needed to support monitoring activities, at the Company's expense and without requiring prior approval from management (other than budget approval from the Audit Committee as part of the annual compliance budget).

B. Annual Compliance Audit

TMC shall conduct a comprehensive annual audit of the Program (the "Annual Audit"), to be performed by the CCO's office with support from the Compliance Monitor (during the two-year monitor term) and/or qualified outside consultants. The Annual Audit shall assess the design adequacy and operational effectiveness of each element of the Program, including but not limited to: governance and organizational structure; risk-assessment processes; policies and procedures; training and education; reporting mechanisms; monitoring activities; enforcement and discipline; and third-party due diligence.

The Annual Audit shall identify any gaps, deficiencies, or areas for improvement, and shall include specific, actionable recommendations for corrective measures. The Annual Audit report shall be presented to the Compliance Committee, the Audit Committee of the Board of Directors, and the Compliance Monitor (during the monitor term). Any material deficiencies identified in the Annual Audit shall be addressed through a corrective-action plan approved by the CCO and monitored to completion.

C. Testing and Simulated Scenarios

In addition to the ongoing monitoring and annual auditing described above, the CCO shall implement periodic testing of employee awareness and compliance with the Program. Testing mechanisms shall include:

(a) Simulated Competitor Approaches. Unannounced, simulated scenarios in which TMC employees are approached by individuals posing as Competitor representatives seeking to discuss Competitively Sensitive Information. The purpose of such simulations is to test whether employees respond appropriately — by refusing to engage, terminating the conversation, and reporting the incident — in accordance with their training and the Competitor-Contact Protocol.

(b) Knowledge Assessments. Periodic written or online assessments testing employees' understanding of the Antitrust Compliance Policy, the Competitor-Contact Protocol, the Trade Association Interaction Policy, and their reporting obligations.

(c) Tabletop Exercises. Periodic tabletop exercises involving members of the Compliance Committee and senior business leaders, designed to test the Company's ability to identify and respond to antitrust compliance incidents in real time.

Results of all testing activities shall be documented and reported to the CCO and the Compliance Committee, and shall inform updates to the training curriculum and Program policies.

IX. ENFORCEMENT, DISCIPLINE, AND INCENTIVES

A. Disciplinary Framework

TMC shall adopt a clear, written disciplinary framework (the "Disciplinary Framework") for violations of the Antitrust Laws, the Antitrust Compliance Policy, the Competitor-Contact Protocol, the Trade Association Interaction Policy, or any other element of this Program. The Disciplinary Framework shall specify a range of sanctions calibrated to the severity and nature of the violation, including:

(a) Written warning and mandatory remedial training;

(b) Suspension with or without pay;

(d) Reduction or forfeiture of bonus or incentive compensation;

(e) Immediate termination of employment; and

(f) Referral to law enforcement authorities for criminal prosecution, where warranted.

The Disciplinary Framework shall apply uniformly to all employees, officers, and directors of TMC, regardless of seniority, title, tenure, or revenue contribution. No individual shall be exempt from disciplinary action by reason of their position within the Company or the commercial value of their role.

The CCO shall have the authority to recommend disciplinary action for any violation of the Program. The General Counsel's office shall oversee the implementation of disciplinary measures in coordination with the Human Resources department, and shall ensure that disciplinary actions are documented and applied consistently. In the event that the CCO recommends termination or referral to law enforcement, and management disagrees, the matter shall be escalated to the Audit Committee of the Board for final decision.

B. Compliance Incentives

TMC shall incorporate antitrust compliance as a meaningful factor in the performance evaluations of all Covered Personnel, with particular emphasis on personnel in sales, pricing, and business-development roles. Compliance performance shall be assessed based on criteria including, but not limited to: timely completion of required training; adherence to the Competitor-Contact Protocol and the Trade Association Interaction Policy; timely and complete reporting of competitor contacts; and cooperation with compliance audits and investigations.

Compensation and bonus structures for Covered Personnel shall include compliance metrics as a component of incentive-compensation calculations. No employee shall receive incentive compensation, bonuses, commissions, or other performance-based pay that is conditioned on, or rewards, pricing outcomes or commercial results achieved through conduct that would violate the Antitrust Compliance Policy. Incentive-compensation plans shall be reviewed by the CCO to ensure that they do not create perverse incentives to engage in anticompetitive conduct.

C. Accountability for Supervisors

Supervisors and managers of Covered Personnel shall be affirmatively accountable for ensuring that their direct reports understand and comply with the Program. Supervisory accountability extends to: ensuring that direct reports complete all required training on time; monitoring compliance with the Competitor-Contact Protocol and the Trade Association Interaction Policy; fostering an environment in which employees feel comfortable reporting compliance concerns; and escalating known or suspected compliance issues to the CCO.

Supervisory failures to detect, prevent, or address antitrust compliance violations within a supervisor's area of responsibility shall be subject to disciplinary action under the Disciplinary Framework, including where the supervisor knew or should have known o

APPENDIX A
ENHANCED ANTITRUST COMPLIANCE PROGRAM
TORCHLIGHT MINING CORP.
Prepared in connection with the Non-Prosecution Agreement between Torchlight Mining Corp. and the United States Department of Justice, Antitrust Division
DOJ Reference No. ATR-SF-2024-00312
Draft Dated: February 5, 2024
Prepared by:
Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104
and
Meridian Compliance Partners LLC 1100 Connecticut Avenue NW, Suite 730 Washington, DC 20036
Contact: Elaine Forsythe, Responsible Partner, Calderwood & Harkness LLP Claudia Ferraro, Engagement Lead, Meridian Compliance Partners LLC
DRAFT — Subject to negotiation and revision in connection with the NPA. This document does not constitute the final Appendix A to the NPA. This document is protected by the attorney-client privilege and the work-product doctrine.
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I. INTRODUCTION AND PURPOSE
This Appendix A sets forth the Enhanced Antitrust Compliance Program (the "Program" or "EACP") that Torchlight Mining Corp. ("TMC" or the "Company"), a corporation organized and existing under the Canada Business Corporations Act (CBCA Corporation No. 7841526-1), with its registered office at 200 Bay Street, Suite 3400, Toronto, ON M5J 2J2, Canada, and its principal U.S. operations conducted through Torchlight Mining (U.S.) Inc., a wholly owned subsidiary incorporated in the State of Nevada (Nevada Entity No. NV20160438721), with offices at 8750 West Sahara Avenue, Suite 210, Reno, NV 89117, agrees to implement, maintain, and enforce as a material condition of the Non-Prosecution Agreement (the "NPA") entered into between TMC and the Antitrust Division of the United States Department of Justice (the "DOJ" or the "Antitrust Division").
The Program has been developed in direct response to the findings of the DOJ's investigation into anticompetitive conduct in the specialty-minerals industry, and in recognition of the Company's acknowledgment that its prior compliance efforts were materially deficient. Specifically, the Program supersedes and replaces TMC's prior antitrust compliance policy, which was originally adopted in approximately 2014 and which the parties acknowledge was inadequate in several material respects. Among the deficiencies identified, the prior policy had not been the subject of annual compliance training since approximately 2018; it contained no provisions for monitoring or oversight of trade-association interactions in which TMC personnel participated alongside competitor representatives; and it lacked any audit mechanism or systematic protocol for identifying, documenting, or reviewing contacts between TMC personnel and personnel employed by competing firms. These deficiencies created conditions in which the conduct under investigation was able to persist without detection or remediation for an extended period.
The Program is designed to prevent, detect, and remediate violations of the antitrust and competition laws of the United States, Canada, and all other jurisdictions in which TMC conducts business. The Program addresses, without limitation, the following categories of unlawful conduct: price-fixing, market allocation, bid-rigging, and the unlawful exchange of competitively sensitive information among competitors. The Program places particular emphasis on the products and business activities that were the subject of the underlying DOJ investigation, including the production, marketing, and sale of high-purity feldspar, industrial talc, and rare-earth concentrates.
The Program applies to all TMC directors, officers, employees, agents, and contractors worldwide, across all business units and subsidiaries, without exception. Enhanced provisions and heightened obligations are applicable to the U.S. Specialty Minerals Division and to any other TMC business unit that is engaged, directly or indirectly, in the sale, pricing, marketing, or distribution of specialty minerals in North America. This enhanced scope reflects the concentration of the underlying conduct within the U.S. Specialty Minerals Division and the Division's ongoing exposure to heightened antitrust risk by virtue of its market position and the nature of its competitive interactions.
The NPA requires that the Program be maintained for the full three-year term of the NPA, commencing on May 6, 2024, and continuing through and including May 6, 2027. TMC further commits, as a material undertaking set forth in the NPA, to maintaining the Program in substantially similar form following the expiration of the NPA term, subject to such modifications as may be warranted by changes in applicable law, the Company's business operations, or the risk environment, provided that any such modifications shall not diminish the rigor or effectiveness of the Program's core elements as described herein.
Nothing in this Program is intended to limit or modify any obligation of TMC under the NPA, including but not limited to TMC's cooperation obligations, its reporting obligations, or its obligation to refrain from engaging in any conduct that would constitute a violation of the antitrust laws of the United States during the NPA term. In the event of any inconsistency between the provisions of this Program and the terms of the NPA, the terms of the NPA shall control.
II. DEFINITIONS
For purposes of this Program, the following terms shall have the meanings set forth below. Unless the context clearly requires otherwise, terms defined in the NPA and used but not separately defined herein shall have the meanings ascribed to them in the NPA.
"Antitrust Laws" means Section 1 of the Sherman Antitrust Act (15 U.S.C. § 1), Section 2 of the Sherman Antitrust Act (15 U.S.C. § 2), the Federal Trade Commission Act (15 U.S.C. § 45), the Clayton Act (15 U.S.C. §§ 12–27), applicable state antitrust and unfair competition statutes (including, without limitation, the Nevada Unfair Trade Practice Act, NRS Chapter 598A), the Competition Act, R.S.C. 1985, c. C-34 (Canada), and comparable antitrust, competition, and trade-practice laws in all other jurisdictions in which TMC operates or conducts business, including but not limited to the applicable laws of Brazil (Law No. 12,529/2011, as amended) and Australia (Competition and Consumer Act 2010 (Cth)). The term "Antitrust Laws" shall be construed broadly to encompass both criminal and civil provisions of the foregoing statutes and any regulations, guidelines, or enforcement policies promulgated thereunder.
"Competitively Sensitive Information" means any information, whether in written, oral, electronic, or any other form, the disclosure or exchange of which among competitors could facilitate coordination or reduce competitive uncertainty, including without limitation: (a) current, future, or proposed pricing, including list prices, transaction prices, price floors, and price ceilings; (b) pricing strategies, pricing models, or pricing algorithms; (c) discounts, rebates, allowances, promotional pricing, or other deviations from published prices; (d) customer lists, customer identities, or customer purchasing patterns; (e) customer allocation or customer assignment practices; (f) bid strategies, bid amounts, or decisions whether to bid on particular opportunities; (g) cost data, including raw-material costs, production costs, labor costs, transportation costs, and overhead; (h) production capacity, capacity utilization rates, or planned capacity expansions or reductions; (i) supply levels, inventory levels, or planned supply adjustments; (j) market share data or market share estimates, whether based on internal data or third-party reports; and (k) territory assignments, geographic coverage, or planned entry into or withdrawal from particular geographic markets. For the avoidance of doubt, information that has been made publicly available through lawful means (such as published price lists, SEC filings, or independent market research reports) shall not be considered Competitively Sensitive Information solely by reason of such public availability; however, the aggregation, analysis, or contextualization of publicly available information in a manner that reveals non-public strategic intentions may constitute Competitively Sensitive Information.
"Competitor" means any entity, and any affiliate, subsidiary, parent, or agent of such entity, that produces, sells, distributes, or markets high-purity feldspar, industrial talc, rare-earth concentrates, or other specialty minerals in any market or geographic area in which TMC competes or has competed during the preceding three years. The term "Competitor" expressly includes, but is not limited to, the following entities: (a) Ridgecrest Minerals Inc., a corporation headquartered in Denver, Colorado; and (b) Pinnacle Earth Resources Ltd., a corporation with principal offices in Sudbury, Ontario, Canada, and Salt Lake City, Utah. The CCO shall maintain a current list of identified Competitors, which shall be updated no less frequently than quarterly, and which shall be made available to all Covered Personnel.
"Covered Personnel" means all TMC directors, officers, employees (whether full-time, part-time, or temporary), agents, consultants, and independent contractors who have any involvement, whether direct or indirect, in pricing, sales, marketing, business development, procurement, strategic planning, or trade-association activities relating to specialty minerals, or who otherwise have access to Competitively Sensitive Information in the ordinary course of their duties. The CCO, in consultation with the General Counsel, shall maintain a current register of all individuals designated as Covered Personnel, and such register shall be updated no less frequently than semi-annually. Any individual whose status as Covered Personnel is in question shall be treated as Covered Personnel pending a determination by the CCO.
"Trade Association" means any industry group, trade council, professional association, standards-setting organization, or similar body in which TMC or any TMC employee participates, whether as a dues-paying member or otherwise, and in which one or more Competitors also participate or are eligible to participate. The term "Trade Association" expressly includes the North American Specialty Minerals Council ("NASMC"), headquartered at 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201. The CCO shall maintain a current inventory of all Trade Associations in which TMC or its personnel participate, updated no less frequently than annually.
"Chief Compliance Officer" or "CCO" means the independent officer appointed pursuant to Section III.A of this Program to serve as the senior executive responsible for the design, implementation, and administration of the Program.
"Compliance Monitor" or "Monitor" means the independent compliance monitor retained by TMC pursuant to the terms of the NPA for a period of two years from the date of NPA execution (May 6, 2024, through May 6, 2026), which monitor has been pre-approved by the DOJ Antitrust Division. Meridian Compliance Partners LLC, with Claudia Ferraro serving as Engagement Lead, and with offices at 1100 Connecticut Avenue NW, Suite 730, Washington, DC 20036, has been pre-approved by the DOJ to serve as the Compliance Monitor.
"NPA" means the Non-Prosecution Agreement between TMC and the Antitrust Division of the United States Department of Justice, DOJ Reference No. ATR-SF-2024-00312, anticipated to be executed on or about May 6, 2024.
"NPA Term" means the three-year period commencing on the date of execution of the NPA (anticipated: May 6, 2024) and ending on the third anniversary thereof (anticipated: May 6, 2027).
"Program" or "EACP" means this Enhanced Antitrust Compliance Program, as set forth in this Appendix A and as may be amended from time to time in accordance with Section XV hereof.
III. GOVERNANCE AND ORGANIZATIONAL STRUCTURE
A. Appointment of Independent Chief Compliance Officer
TMC shall appoint a Chief Compliance Officer ("CCO") within sixty (60) days of the execution of the NPA. The CCO shall serve as the senior executive with primary responsibility for the design, implementation, day-to-day administration, and ongoing effectiveness of the Program. The appointment of the CCO shall be a dedicated, full-time position, and the individual appointed shall not simultaneously hold any other operational, commercial, or revenue-generating role within the Company.
The CCO must satisfy the following independence requirements. The individual appointed as CCO shall not have served at any time during the period of the alleged conspiracy (January 2017 through August 2021) in any commercial, sales, pricing, marketing, or business-development function at TMC or any TMC subsidiary. The CCO shall not report, directly or indirectly, to any individual who had supervisory authority over the U.S. Specialty Minerals Division, or over any of the individuals identified in the DOJ's investigation, during the period of the alleged conspiracy. These independence requirements are intended to ensure that the CCO is free from any actual or perceived conflicts of interest that could compromise the integrity or credibility of the Program.
The CCO shall report directly to the Board of Directors of TMC (Chair: Margaret Caldwell) and to the Audit Committee of the Board (Chair: Janet Moreau-Shaw), with a dotted-line reporting relationship to the General Counsel (Priya Anand). This reporting structure is designed to ensure that the CCO has direct access to the highest levels of corporate governance and that compliance matters receive appropriate Board-level attention and resources. The CCO shall have the right to request and obtain meetings with the Board of Directors, the Audit Committee, or individual Board members, at any time and without the prior approval of any member of management.
The CCO shall have unrestricted authority to access all Company records, personnel, facilities, systems, and data relevant to the performance of the CCO's duties under this Program, without requiring prior approval from any member of management, including but not limited to the Chief Executive Officer and the General Counsel. This authority shall extend to electronic communications, financial records, pricing files, customer files, trade-association records, and any other materials that the CCO reasonably determines are relevant to antitrust compliance.
The compensation, continued employment, and performance evaluation of the CCO shall not be contingent upon, or materially influenced by, the revenue performance, profit performance, or commercial results of any business unit of the Company. The CCO's performance shall be evaluated primarily on the basis of the design, implementation, and effectiveness of the Program. The terms of the CCO's employment, including compensation, shall be approved by the Audit Committee of the Board of Directors.
B. Board of Directors Oversight
The Board of Directors of TMC shall exercise active oversight of the Program and shall bear ultimate responsibility for ensuring that the Company maintains an effective antitrust compliance program. To that end, the Board shall receive no fewer than two (2) reports per calendar year from the CCO on the status of the Program. Each such report shall address, at a minimum, the following topics: (a) the status of Program implementation, including progress against the implementation milestones set forth in Section XVII; (b) training completion rates for all categories of Covered Personnel; (c) a summary of concerns reported through the confidential hotline and other reporting channels; (d) the status of any pending compliance investigations; (e) the findings and recommendations of any compliance audits conducted during the reporting period; and (f) any material changes to the competitive or regulatory environment that may affect the Company's antitrust risk profile.
The Audit Committee of the Board of Directors, chaired by Janet Moreau-Shaw, shall have primary oversight responsibility for the Program at the Board level. The Audit Committee shall devote a portion of each regularly scheduled meeting to a review of antitrust compliance matters and shall receive direct reports from the CCO on at least a semi-annual basis. The Audit Committee shall have the authority to retain independent counsel or other advisors to assist in its oversight of the Program, at the Company's expense.
The full Board of Directors shall review and approve the annual compliance budget for the Program, and shall ensure that adequate financial, human, and technological resources are allocated to the Program to support its effective implementation and ongoing operation. The Board shall consider the adequacy of Program resources at least annually, taking into account the CCO's assessment of the Company's antitrust risk profile and any recommendations from the Compliance Monitor.
C. Compliance Committee
TMC shall establish an Antitrust Compliance Committee (the "Compliance Committee") to serve as the primary management-level body responsible for overseeing the implementation and operation of the Program on a day-to-day and quarter-to-quarter basis. The Compliance Committee shall be composed of the following members:
(a) The CCO, who shall serve as chair of the Compliance Committee;
(b) The General Counsel (Priya Anand);
(c) The Chief Financial Officer (Richard Fong);
(d) At least one senior business representative from each of TMC's major operating divisions, including at a minimum the head of the U.S. Specialty Minerals Division; and
(e) Such additional members as the CCO may designate from time to time, with the approval of the Audit Committee.
The Compliance Committee shall meet no less frequently than quarterly, and shall hold additional meetings as circumstances warrant, including upon the occurrence of any event that the CCO reasonably believes may present a material antitrust compliance risk. At each quarterly meeting, the Compliance Committee shall review the status of Program implementation, discuss any compliance issues or concerns that have arisen since the prior meeting, review reports from the confidential hotline and other reporting mechanisms, evaluate the results of any monitoring or auditing activities, and consider and recommend updates to the Program's policies and procedures. Minutes of each Compliance Committee meeting shall be prepared and maintained in accordance with the recordkeeping requirements of Section XIV.
D. Role of the General Counsel
The General Counsel (Priya Anand) shall serve as a legal resource and advisor to the CCO and the Compliance Committee on matters relating to antitrust compliance. The General Counsel's office shall provide legal analysis, guidance, and interpretation of the Antitrust Laws as they apply to the Company's business activities, and shall coordinate with outside counsel (Calderwood & Harkness LLP) on matters requiring specialized expertise or independent legal judgment.
Notwithstanding the foregoing, the General Counsel shall not have the authority to override, reverse, or countermand any decision of the CCO with respect to compliance investigations, compliance audit findings, or disciplinary recommendations arising from potential violations of the Program. This limitation is intended to preserve the independence of the CCO and to ensure that compliance decisions are not subordinated to other business or legal considerations. In the event of a disagreement between the CCO and the General Counsel regarding a compliance matter, the dispute shall be escalated to the Audit Committee of the Board of Directors for resolution.
IV. RISK ASSESSMENT
A. Initial Comprehensive Risk Assessment
Within ninety (90) days of the execution of the NPA, the CCO, in consultation with the Compliance Monitor (Meridian Compliance Partners LLC), shall conduct a comprehensive antitrust risk assessment (the "Initial Risk Assessment") covering all TMC business units, subsidiaries, and affiliates worldwide. The purpose of the Initial Risk Assessment is to identify, evaluate, and prioritize the antitrust risks to which the Company is exposed, and to inform the design and calibration of the Program's controls, training, and monitoring activities.
The Initial Risk Assessment shall identify and prioritize antitrust risks along the following dimensions, at a minimum:
(a) Business Unit. The assessment shall evaluate the risk profile of each major business unit and subsidiary, with particular attention to the U.S. Specialty Minerals Division, which was the locus of the conduct under investigation.
(b) Product Line. The assessment shall evaluate risks associated with each major product line, with specific and detailed focus on high-purity feldspar, industrial talc, and rare-earth concentrates — the products at issue in the DOJ investigation — as well as any other product lines that the CCO identifies as presenting elevated antitrust risk.
(c) Geography. The assessment shall evaluate risks by geographic market, including the United States, Canada, Brazil, Australia, and any other jurisdictions in which TMC operates or sells its products.
(d) Functional Area. The assessment shall evaluate risks by functional area, including sales, pricing, procurement, marketing, business development, and trade-association participation.
The Initial Risk Assessment shall specifically take into account, and shall be informed by, the findings of the internal investigation conducted by Calderwood & Harkness LLP, the results of which were presented to the TMC Board of Directors on January 20, 2023. Among the findings of that investigation that are relevant to the risk assessment are the following:
(i) Thirty-seven (37) documented instances of communications between former TMC employee Gavin Holt (then Vice President, U.S. Specialty Minerals Division) and personnel employed by Competitors, occurring between approximately March 2017 and July 2021, the substance of which included discussions of current and future pricing, customer allocation, and supply levels for high-purity feldspar and industrial talc;
(ii) Twelve (12) pricing-adjustment instructions issued by Gavin Holt to Sandra Chu (then Director, Pricing and Sales Operations, U.S. Specialty Minerals Division) that were determined to correlate temporally and directionally with price movements by one or more Competitors, raising a strong inference that such pricing adjustments were the product of coordination rather than independent competitive decision-making; and
(iii) Four (4) NASMC conferences attended by Thomas Eriksen (then Senior Vice President, Business Development, U.S. Specialty Minerals Division), at which side meetings with Competitor personnel allegedly occurred outside the scope of the official conference agenda and without the knowledge or oversight of TMC's legal or compliance functions.
The Initial Risk Assessment shall result in a written report to the Compliance Committee and the Board of Directors, which shall include a risk heat map, a prioritized list of risk areas, and specific recommendations for risk-mitigation measures to be incorporated into the Program.
B. Ongoing Risk Assessment
Following completion of the Initial Risk Assessment, the CCO shall ensure that the antitrust risk assessment is updated on at least an annual basis. In addition, the risk assessment shall be updated promptly whenever there is a material change in TMC's business operations, competitive environment, or organizational structure that could affect the Company's antitrust risk profile. Material changes warranting an interim risk assessment update include, without limitation: (a) the consummation of any merger, acquisition, or divestiture; (b) the entry into any new joint venture or strategic alliance with a Competitor or potential Competitor; (c) the introduction of new product lines or the discontinuation of existing product lines; (d) entry into new geographic markets or withdrawal from existing markets; (e) material changes in the competitive landscape, including the entry or exit of significant competitors; and (f) changes in applicable Antitrust Laws or enforcement priorities.
Updated risk-assessment reports shall be provided to the Compliance Committee and the Audit Committee of the Board of Directors. During the two-year term of the Compliance Monitor, updated risk assessments shall also be provided to the Compliance Monitor for review and comment.
V. POLICIES AND PROCEDURES
A. Antitrust Compliance Policy (Rewritten)
TMC shall adopt a comprehensive, written Antitrust Compliance Policy (the "Policy"), which shall replace in its entirety the Company's prior antitrust compliance policy adopted in approximately 2014. The new Policy shall be drafted by the CCO, in consultation with outside counsel (Calderwood & Harkness LLP) and the Compliance Monitor (Meridian Compliance Partners LLC), and shall be reviewed and approved by the Compliance Committee and the Audit Committee of the Board prior to distribution. The Policy shall be distributed, in hard copy and electronic form, to all Covered Personnel, and each individual receiving the Policy shall be required to execute a written acknowledgment of receipt and understanding.
The Policy shall clearly and unambiguously state TMC's zero-tolerance approach to violations of the Antitrust Laws. The Policy shall make clear that any violation of the Antitrust Laws or of the Policy itself will result in disciplinary action up to and including immediate termination of employment and referral to law enforcement authorities for criminal prosecution. The Policy shall describe prohibited conduct in specific, concrete terms, with illustrative examples drawn from the specialty-minerals industry and, where appropriate, from the types of conduct that were the subject of the DOJ investigation, so as to provide meaningful guidance to employees who may encounter situations presenting antitrust risk.
Prohibited conduct under the Policy shall include, without limitation:
(a) Any agreement, arrangement, understanding, or concerted action with one or more Competitors to fix, raise, stabilize, peg, or maintain prices, price levels, price ranges, or any component of price, including discounts, surcharges, freight charges, or credit terms;
(b) Any agreement, arrangement, understanding, or concerted action with one or more Competitors to allocate, divide, or assign customers, accounts, contracts, territories, or markets, whether by geography, product, customer type, or any other basis;
(c) Any agreement, arrangement, understanding, or concerted action with one or more Competitors to rig bids, submit complementary or cover bids, rotate winning bids, or otherwise subvert competitive bidding processes;
(d) Any exchange, sharing, or disclosure of Competitively Sensitive Information with any Competitor, whether directly or through any intermediary, and whether or not such exchange is accompanied by an express agreement or understanding;
(e) Any agreement, arrangement, or understanding with one or more Competitors to restrict output, limit production, or control supply levels; and
(f) Any other agreement, arrangement, understanding, or concerted action with one or more Competitors that has the purpose or effect of unreasonably restraining trade or competition.
The Policy shall be translated into the primary languages of all jurisdictions in which TMC operates, and shall be made available on the Company's intranet and through such other channels as the CCO determines are necessary to ensure accessibility. The Policy shall be reviewed and updated by the CCO no less frequently than annually.
B. Competitor-Contact Protocol
TMC shall adopt a comprehensive, written Competitor-Contact Protocol (the "Contact Protocol") governing all interactions, whether planned or unplanned, between TMC personnel and personnel employed by or affiliated with any Competitor. The Contact Protocol shall be drafted by the CCO, reviewed by outside counsel, and approved by the Compliance Committee. The Contact Protocol shall be binding on all TMC employees, officers, directors, agents, and contractors.
The Contact Protocol shall incorporate the following requirements:
Documentation Requirement. All contacts between TMC personnel and Competitor personnel must be documented contemporaneously — meaning at the time of or promptly following the contact — in a standardized form prescribed by the CCO's office. The documentation shall include, at a minimum: (i) the date and time of the contact; (ii) the identity of all TMC participants and all Competitor participants; (iii) the location of the contact (or, if the contact occurred by telephone or electronic communication, the medium of the contact); (iv) a description of the subject matter discussed; and (v) a representation by the documenting employee that no Competitively Sensitive Information was discussed or exchanged.
24-Hour Reporting Obligation. Any contact between TMC personnel and Competitor personnel that involves, or that the TMC employee reasonably believes may have involved, any discussion of pricing, customer relationships, supply or capacity levels, or bidding shall be reported to the CCO or the CCO's designee within twenty-four (24) hours of the contact. The report shall include a completed competitor-contact documentation form and a narrative description of the circumstances and content of the contact.
Absolute Prohibition on Information Exchange. No TMC employee, officer, director, agent, or contractor may discuss, disclose, exchange, or receive Competitively Sensitive Information with or from any Competitor personnel under any circumstances whatsoever. This prohibition applies regardless of the medium of communication, including in-person meetings, telephone calls, electronic mail, text messages, videoconferences, social media, encrypted messaging applications (including but not limited to VaultChat, Harborline Technologies, Meridian Services Inc., Kestrel Data Systems, or any similar platform), or communications through intermediaries, consultants, or other third parties.
Prohibition on Ephemeral and Encrypted Messaging. TMC personnel are strictly prohibited from using encrypted, ephemeral, auto-deleting, or self-destructing messaging platforms or applications for any business communication with Competitor personnel. All business communications must be conducted through TMC-approved, auditable communication channels that are subject to the Company's document-retention and electronic-discovery protocols. This prohibition is responsive to findings from the internal investigation indicating that certain communications between TMC personnel and Competitor personnel during the period of the alleged conspiracy were conducted through the VaultChat encrypted messaging platform, thereby evading the Company's ordinary document-retention and oversight mechanisms.
Pre-Approval Requirement. Any planned meeting, telephone call, videoconference, or other communication between TMC personnel and a Competitor representative must receive prior written approval from the CCO or the CCO's designee before the communication takes place. The request for approval shall be submitted in writing and shall describe the proposed participants, the purpose of the communication, and the anticipated subject matter. The CCO or designee shall review the request and, if approval is granted, may impose conditions on the communication, including the requirement that a member of the CCO's office or outside counsel participate in or observe the communication. This pre-approval requirement shall not apply to incidental, unplanned encounters at trade-association events, provided that such encounters comply in all respects with the Trade Association Interaction Policy set forth in Section V.C below.
C. Trade Association Interaction Policy
TMC shall adopt a comprehensive, written Trade Association Interaction Policy (the "TA Policy") governing the participation of TMC personnel in all Trade Associations, with specific and enhanced provisions applicable to TMC's participation in NASMC events. The TA Policy shall be drafted by the CCO, reviewed by outside counsel, and approved by the Compliance Committee.
The TA Policy shall incorporate the following requirements:
Pre-Event Compliance Briefing. All TMC personnel who are scheduled to attend any Trade Association event, conference, meeting, or function at which Competitor personnel are expected to be present shall receive a pre-event antitrust compliance briefing from the CCO's office. The briefing shall address the applicable antitrust rules and restrictions, the specific risks associated with the event in question, and the procedures to be followed in the event of an improper or unexpected discussion topic.
Trade Association Compliance Liaison. TMC shall designate a qualified individual to serve as the Trade Association Compliance Liaison (the "TA Liaison"). The TA Liaison shall attend each NASMC quarterly conference and any other Trade Association event that the CCO identifies as presenting elevated antitrust risk due to the expected participation of Competitor personnel. The TA Liaison shall be trained in antitrust compliance, shall be responsible for monitoring discussions at the event for potential antitrust issues, and shall have the authority to instruct TMC personnel to withdraw from any discussion or session that the TA Liaison believes may involve Competitively Sensitive Information.
Agenda Review Requirement. Written agendas must be obtained in advance for each Trade Association meeting, conference session, or committee meeting that TMC personnel plan to attend. The agendas shall be submitted to the CCO's office for review prior to the event. If no written agenda is available for a particular session or meeting, TMC personnel shall not attend that session or meeting. The CCO's office shall review each agenda for potential antitrust concerns and shall advise TMC personnel of any topics or sessions that should be avoided.
Prohibition on Informal Side Meetings. TMC personnel shall not participate in informal side meetings, private dinners, social gatherings, hospitality events, or any other informal interactions at or in connection with Trade Association conferences or events where Competitively Sensitive Information could be exchanged, unless the TA Liaison is present at such interaction. If Competitively Sensitive Information is raised during any such interaction, the TMC employee shall immediately leave the interaction, note the time and circumstances of departure, and report the incident to the CCO within twenty-four (24) hours.
Post-Event Reporting. Within five (5) business days of each Trade Association event attended by TMC personnel, each attendee shall file a written post-event report with the CCO's office. The report shall describe the sessions attended, the topics discussed, the Competitor personnel encountered, and any incidents or discussions that raised potential antitrust concerns. The TA Liaison shall prepare a separate report summarizing the TA Liaison's observations and any compliance issues identified.
Annual Membership Review. The CCO shall conduct an annual review of all Trade Associations in which TMC or its personnel participate. As part of this review, the CCO shall assess whether each Trade Association maintains adequate antitrust safeguards, including written antitrust policies, agenda protocols, and antitrust counsel at meetings. If the CCO determines that a Trade Association fails to maintain adequate antitrust safeguards, the CCO shall recommend that TMC withdraw from the association, and such recommendation shall be implemented unless the Compliance Committee, with the concurrence of outside counsel, determines that continued participation can be conducted in compliance with the Program.
D. Pricing Authority and Controls
TMC shall adopt clear, written pricing-authority guidelines (the "Pricing Guidelines") specifying the approval chain, documentation requirements, and compliance safeguards for pricing decisions within the U.S. Specialty Minerals Division and all other commercial divisions of the Company. The Pricing Guidelines are intended to address the risk identified in the internal investigation that a single individual (Gavin Holt) was able to direct pricing adjustments without adequate oversight or documentation.
The Pricing Guidelines shall incorporate the following requirements:
(a) All pricing decisions — including the establishment of new prices, modifications to existing prices, the granting of discounts or rebates, and changes to published price lists — must be documented in writing, including a clear statement of the business rationale for the pricing action and identification of the competitive intelligence or market analysis upon which the decision is based, provided that such intelligence is obtained only from lawful, publicly available sources or independent market research and not from any Competitor.
(b) No individual employee shall have the authority to unilaterally adjust published price lists or implement pricing changes without documented approval from at least one level of supervisory management above the initiating individual and a compliance sign-off from the CCO or the CCO's designee.
(c) The CCO or the CCO's designee shall have standing audit access to all pricing decisions, pricing records, pricing models, and pricing communications, and shall have the authority to review any pricing change for consistency with the Antitrust Compliance Policy, including the authority to halt or reverse any pricing action that raises compliance concerns pending further review.
(d) The Pricing Guidelines shall establish specific controls and escalation procedures for pricing actions that coincide temporally with known or suspected pricing actions by Competitors, in order to identify and evaluate any potential inference of coordination.
E. Document Retention and Communication Policies
TMC shall maintain a comprehensive document-retention policy (the "Retention Policy") that ensures all business communications, including electronic communications of every type and format, are preserved in accordance with applicable legal requirements, the terms of the NPA, and the needs of compliance auditing and monitoring. The Retention Policy shall be reviewed and approved by the CCO and the General Counsel's office, and shall be communicated to all employees.
The use of auto-delete functions, ephemeral-message features, self-destructing message timers, or encrypted-messaging applications (including, without limitation, VaultChat, Harborline Technologies, Meridian Services Inc., Kestrel Data Systems, Pemberton Health IT, Confide, or any similar platform or application) for any business communication is strictly prohibited, unless specifically approved in writing by both the CCO and the General Counsel's office, and only on TMC-controlled, auditable platforms that are subject to the Company's document-retention and electronic-discovery protocols. Any such approval shall be documented, shall specify the permitted scope and duration of use, and shall be subject to revocation at any time.
All employees, officers, directors, agents, and contractors shall use TMC-issued devices (including computers, mobile phones, and tablets) and TMC-approved communication platforms (including TMC-issued email, TMC-approved messaging systems, and TMC-approved videoconference platforms) for all business communications. The use of personal devices or personal accounts for business communications is prohibited unless specifically authorized by the CCO under documented protocols that ensure auditability and retention.
VI. TRAINING AND EDUCATION
A. Mandatory Annual Antitrust Training
All Covered Personnel shall complete mandatory antitrust compliance training at least once per calendar year. This annual training requirement is a cornerstone of the Program and is specifically designed to remedy the prior deficiency under TMC's 2014 policy, under which the Company failed to conduct annual antitrust compliance training at any point since approximately 2018 — a period that encompasses the entirety of the alleged conspiracy period. The failure to maintain an annual training program contributed to an environment in which employees lacked current knowledge of their legal obligations and in which anticompetitive conduct was not identified or reported.
Training content shall be developed by the CCO, in consultation with the Compliance Monitor (Meridian Compliance Partners LLC) and outside counsel (Calderwood & Harkness LLP). Training materials shall be reviewed and updated annually to reflect changes in applicable law, new enforcement developments, emerging compliance risks, and lessons learned from the Company's own experience, including the underlying DOJ investigation.
B. Training Content
Each annual training session shall address, at a minimum, the following topics:
(a) Overview of Applicable Antitrust Law. A comprehensive overview of U.S. antitrust law, including Section 1 of the Sherman Act and the per se offenses of price-fixing, market allocation, and bid-rigging; the relevant provisions of the Canadian Competition Act, including the conspiracy and bid-rigging provisions; and a summary of applicable antitrust and competition laws in other jurisdictions where TMC operates, including Brazil and Australia.
(b) Industry-Specific Case Studies and Hypotheticals. Case studies and hypothetical scenarios drawn from the specialty-minerals industry, including scenarios that illustrate the types of conduct at issue in the DOJ investigation (without disclosing privileged internal investigation findings), such as communications regarding pricing between competitor sales representatives at industry events, coordinated pricing adjustments, and improper information exchanges at trade-association conferences.
(c) Identifying and Avoiding Unlawful Competitor Contacts. A detailed module on how to identify situations that may involve an actual or potential unlawful competitor contact, how to respond if approached by a competitor seeking to discuss Competitively Sensitive Information, and the specific steps to take to extricate oneself from an improper conversation (including leaving the meeting, documenting the incident, and reporting it promptly).
(d) Proper Conduct at Trade Association Events. A module specifically addressing proper conduct at Trade Association events, with particular reference to NASMC conferences, including the agenda-review requirement, the role of the TA Liaison, the prohibition on informal side meetings, and the post-event reporting obligation.
(e) Recognizing Competitively Sensitive Information. A module on the definition and examples of Competitively Sensitive Information, including practical exercises to help employees distinguish between lawful competitive intelligence (e.g., publicly available market reports) and unlawful information exchanges.
(f) Proper Use of Electronic Communications. A module on the Company's communication policies, including the prohibition on the use of encrypted and ephemeral messaging applications for business communications, the requirement to use TMC-issued devices and approved platforms, and the document-retention obligations.
(g) Reporting Obligations and the Whistleblower Hotline. A module on the obligation to report suspected violations, the availability and operation of the confidential reporting hotline, the protections available to reporters, and the consequences of failing to report known or suspected violations.
(h) Consequences of Non-Compliance. A frank discussion of the potential consequences of antitrust violations, including criminal penalties for individuals (imprisonment of up to ten (10) years under the Sherman Act), criminal fines for corporations (up to $100 million per offense under the Sherman Act, or twice the gain or loss resulting from the offense), civil treble-damages liability, and the personal and professional consequences for individuals involved in anticompetitive conduct.
C. Enhanced Training for High-Risk Personnel
In addition to the mandatory annual training required of all Covered Personnel, personnel in the U.S. Specialty Minerals Division — including all individuals in sales, pricing, business development, and sales-operations roles — shall receive enhanced training consisting of a minimum of two (2) sessions per calendar year. Enhanced training sessions shall include interactive workshops, role-playing exercises, and scenario-based exercises designed to test employees' ability to recognize and respond appropriately to antitrust risk situations that they may encounter in the course of their duties.
Personnel who are designated to attend Trade Association events shall receive, in addition to the training described above, a pre-event compliance briefing specific to the event in question and a post-event debriefing conducted by the CCO's office or the TA Liaison, as described in Section V.C.
D. New-Hire and Onboarding Training
All new hires, transfers, and newly assigned individuals who will serve in Covered Personnel positions shall receive antitrust compliance training within thirty (30) days of their start date or date of transfer into the Covered Personnel role. The onboarding training shall cover the full scope of the topics described in Section VI.B and shall include a review of the Antitrust Compliance Policy, the Competitor-Contact Protocol, and the Trade Association Interaction Policy.
All new hires in Covered Personnel positions shall be required to sign a written acknowledgment confirming that they have received and reviewed the Antitrust Compliance Policy, the Competitor-Contact Protocol, and the Trade Association Interaction Policy, and that they understand their obligations thereunder. The signed acknowledgments shall be maintained by the CCO's office in accordance with the recordkeeping requirements of Section XIV.
E. Training Records
The CCO's office shall maintain comprehensive records of all training sessions conducted under this Program, including: (a) the date, time, and location (or platform) of each training session; (b) the names and titles of all attendees; (c) copies of all training materials and presentations; (d) completion certifications executed by each attendee; and (e) records of any follow-up actions or remedial training required for individuals who did not achieve a satisfactory level of understanding.
All training records shall be maintained for a minimum of seven (7) years or such longer period as may be required by the NPA or applicable law.
Training completion rates shall be reported to the Board of Directors on a semi-annual basis as part of the CCO's regular Board reporting, and shall be reported to the Compliance Monitor on a quarterly basis during the two-year monitor term. Any material shortfalls in training completion — defined as completion rates below ninety-five percent (95%) for any category of Covered Personnel in any training cycle — shall be flagged for immediate remediation and reported to the Audit Committee.
VII. REPORTING MECHANISMS AND WHISTLEBLOWER PROTECTIONS
A. Confidential Reporting Hotline
TMC shall establish and maintain a confidential antitrust compliance reporting hotline (the "Hotline") that is accessible by telephone and through a secure online web portal. The Hotline shall be available to all TMC employees, officers, directors, contractors, agents, and third parties, twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days a year. The Hotline shall be operated by a reputable, independent third-party provider selected by the CCO with the concurrence of the Compliance Monitor, and shall be staffed by trained intake professionals capable of receiving reports in English, French, Portuguese, and such other languages as the CCO determines are necessary to serve the Company's global workforce.
The Hotline shall permit anonymous reporting. Callers and web-portal users who wish to report anonymously shall not be required to provide their name, title, or any other identifying information. The Hotline provider shall maintain all reports in confidence and shall transmit reports to the CCO's office in a manner that preserves the anonymity of the reporter, where anonymity has been requested. Hotline reports shall be logged, tracked, and managed through a secure case-management system maintained by the CCO's office.
The existence, availability, and contact information for the Hotline shall be prominently publicized to all TMC personnel through the Company's intranet, through posters displayed in all TMC offices and operational facilities, through the annual training program, and through periodic communications from the CCO's office.
B. Internal Reporting Obligations
All Covered Personnel shall be required to promptly report any of the following to the CCO, the General Counsel, or the confidential Hotline:
(a) Any known or suspected violation of the Antitrust Laws by any TMC employee, officer, director, agent, or contractor;
(b) Any contact with a Competitor that involves, or that the reporting individual reasonably believes may have involved, a discussion or exchange of Competitively Sensitive Information;
(c) Any request by a Competitor representative to discuss or exchange Competitively Sensitive Information;
(d) Any conduct by a TMC employee, agent, or contractor that the reporting individual reasonably believes may raise antitrust concerns, even if the individual is uncertain whether the conduct constitutes a violation; and
(e) Any other circumstances that the reporting individual reasonably believes are relevant to antitrust compliance.
Failure by any TMC employee to report a known or suspected antitrust violation, or to report a contact with a Competitor involving Competitively Sensitive Information, shall itself constitute a violation of Company policy and shall be subject to disciplinary action up to and including termination of employment, regardless of whether the underlying conduct ultimately proves to constitute an antitrust violation.
C. Non-Retaliation and Whistleblower Protections
TMC shall adopt and enforce a strict non-retaliation policy (the "Non-Retaliation Policy") protecting any employee who, in good faith, reports a suspected antitrust violation or any other concern through the Hotline, to the CCO, to the General Counsel, or through any other reporting channel. The Non-Retaliation Policy shall make clear that TMC will not tolerate any form of retaliation, intimidation, harassment, demotion, termination, reduction in compensation, or other adverse employment action against any individual for making a good-faith report of a suspected violation, for cooperating in an investigation, or for providing information to a government agency.
Any TMC employee, officer, or director who engages in retaliation against a reporting individual shall be subject to immediate termination of employment and may be referred for legal action. Allegations of retaliation shall be investigated by the CCO's office with the same rigor and urgency as allegations of substantive antitrust violations.
The Non-Retaliation Policy shall be communicated to all TMC personnel as part of the annual training program and shall be included in the Company's employee handbook and code of conduct.
VIII. MONITORING, AUDITING, AND TESTING
A. Ongoing Monitoring
The CCO shall design, implement, and maintain an ongoing monitoring program to detect potential antitrust violations and to assess the effectiveness of the Program on a continuous basis. The monitoring program shall include, at a minimum, the following elements:
(a) Pricing Surveillance. Periodic review and analysis of pricing changes across all product lines, with particular focus on high-purity feldspar, industrial talc, and rare-earth concentrates. The pricing surveillance shall be designed to identify pricing patterns that may be indicative of coordination with Competitors, including contemporaneous or near-contemporaneous price changes, parallel pricing movements, and pricing changes that lack adequate documented business justification.
(b) Bid-Pattern Analysis. Periodic analysis of bidding patterns on contracts and tenders in which TMC participates, designed to identify patterns that may be indicative of bid-rigging or complementary bidding, including consistent rotation of winning bids, unusually narrow bid spreads, or withdrawal of bids by expected participants.
(c) Competitor-Contact Review. Systematic review of competitor-contact reports submitted pursuant to the Competitor-Contact Protocol, to identify any patterns of contact that may warrant further investigation.
(d) Trade-Association Participation Monitoring. Review of post-event reports filed by TMC personnel following Trade Association events, to identify any incidents or discussions that may raise antitrust concerns.
(e) Electronic Communications Audits. Periodic audits of electronic communications (including email, instant messages, and other approved communication platforms) for evidence of improper contacts with Competitor personnel, improper exchanges of Competitively Sensitive Information, or use of prohibited communication channels. Such audits may include keyword searches, pattern analysis, and targeted reviews of communications involving high-risk personnel.
The CCO shall have the authority to engage outside consultants, forensic technology specialists, data-analytics firms, or other experts as needed to support monitoring activities, at the Company's expense and without requiring prior approval from management (other than budget approval from the Audit Committee as part of the annual compliance budget).
B. Annual Compliance Audit
TMC shall conduct a comprehensive annual audit of the Program (the "Annual Audit"), to be performed by the CCO's office with support from the Compliance Monitor (during the two-year monitor term) and/or qualified outside consultants. The Annual Audit shall assess the design adequacy and operational effectiveness of each element of the Program, including but not limited to: governance and organizational structure; risk-assessment processes; policies and procedures; training and education; reporting mechanisms; monitoring activities; enforcement and discipline; and third-party due diligence.
The Annual Audit shall identify any gaps, deficiencies, or areas for improvement, and shall include specific, actionable recommendations for corrective measures. The Annual Audit report shall be presented to the Compliance Committee, the Audit Committee of the Board of Directors, and the Compliance Monitor (during the monitor term). Any material deficiencies identified in the Annual Audit shall be addressed through a corrective-action plan approved by the CCO and monitored to completion.
C. Testing and Simulated Scenarios
In addition to the ongoing monitoring and annual auditing described above, the CCO shall implement periodic testing of employee awareness and compliance with the Program. Testing mechanisms shall include:
(a) Simulated Competitor Approaches. Unannounced, simulated scenarios in which TMC employees are approached by individuals posing as Competitor representatives seeking to discuss Competitively Sensitive Information. The purpose of such simulations is to test whether employees respond appropriately — by refusing to engage, terminating the conversation, and reporting the incident — in accordance with their training and the Competitor-Contact Protocol.
(b) Knowledge Assessments. Periodic written or online assessments testing employees' understanding of the Antitrust Compliance Policy, the Competitor-Contact Protocol, the Trade Association Interaction Policy, and their reporting obligations.
(c) Tabletop Exercises. Periodic tabletop exercises involving members of the Compliance Committee and senior business leaders, designed to test the Company's ability to identify and respond to antitrust compliance incidents in real time.
Results of all testing activities shall be documented and reported to the CCO and the Compliance Committee, and shall inform updates to the training curriculum and Program policies.
IX. ENFORCEMENT, DISCIPLINE, AND INCENTIVES
A. Disciplinary Framework
TMC shall adopt a clear, written disciplinary framework (the "Disciplinary Framework") for violations of the Antitrust Laws, the Antitrust Compliance Policy, the Competitor-Contact Protocol, the Trade Association Interaction Policy, or any other element of this Program. The Disciplinary Framework shall specify a range of sanctions calibrated to the severity and nature of the violation, including:
(a) Written warning and mandatory remedial training;
(b) Suspension with or without pay;
(c) Demotion or reassignment;
(d) Reduction or forfeiture of bonus or incentive compensation;
(e) Immediate termination of employment; and
(f) Referral to law enforcement authorities for criminal prosecution, where warranted.
The Disciplinary Framework shall apply uniformly to all employees, officers, and directors of TMC, regardless of seniority, title, tenure, or revenue contribution. No individual shall be exempt from disciplinary action by reason of their position within the Company or the commercial value of their role.
The CCO shall have the authority to recommend disciplinary action for any violation of the Program. The General Counsel's office shall oversee the implementation of disciplinary measures in coordination with the Human Resources department, and shall ensure that disciplinary actions are documented and applied consistently. In the event that the CCO recommends termination or referral to law enforcement, and management disagrees, the matter shall be escalated to the Audit Committee of the Board for final decision.
B. Compliance Incentives
TMC shall incorporate antitrust compliance as a meaningful factor in the performance evaluations of all Covered Personnel, with particular emphasis on personnel in sales, pricing, and business-development roles. Compliance performance shall be assessed based on criteria including, but not limited to: timely completion of required training; adherence to the Competitor-Contact Protocol and the Trade Association Interaction Policy; timely and complete reporting of competitor contacts; and cooperation with compliance audits and investigations.
Compensation and bonus structures for Covered Personnel shall include compliance metrics as a component of incentive-compensation calculations. No employee shall receive incentive compensation, bonuses, commissions, or other performance-based pay that is conditioned on, or rewards, pricing outcomes or commercial results achieved through conduct that would violate the Antitrust Compliance Policy. Incentive-compensation plans shall be reviewed by the CCO to ensure that they do not create perverse incentives to engage in anticompetitive conduct.
C. Accountability for Supervisors
Supervisors and managers of Covered Personnel shall be affirmatively accountable for ensuring that their direct reports understand and comply with the Program. Supervisory accountability extends to: ensuring that direct reports complete all required training on time; monitoring compliance with the Competitor-Contact Protocol and the Trade Association Interaction Policy; fostering an environment in which employees feel comfortable reporting compliance concerns; and escalating known or suspected compliance issues to the CCO.
Supervisory failures to detect, prevent, or address antitrust compliance violations within a supervisor's area of responsibility shall be subject to disciplinary action under the Disciplinary Framework, including where the supervisor knew or should have known o