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APPENDIX B

AGREED STATEMENT OF FACTS

Non-Prosecution Agreement No. ATR-SF-2024-00312

The United States Department of Justice, Antitrust Division

and

Torchlight Mining Corp.

May 6, 2024

This Agreed Statement of Facts is attached to and incorporated by reference in the Non-Prosecution Agreement between the United States of America, acting through the Antitrust Division of the United States Department of Justice, and Torchlight Mining Corp., dated May 6, 2024 (the "Agreement"). Torchlight Mining Corp. hereby agrees and stipulates that the following facts are true and accurate. Had this matter proceeded to trial, the United States would have been able to prove these facts beyond a reasonable doubt. This Agreed Statement of Facts does not constitute a complete recitation of all facts known to the United States or to Torchlight Mining Corp. regarding the conduct described herein.

I. THE DEFENDANT AND RELATED ENTITIES

A. Torchlight Mining Corp.

1. Torchlight Mining Corp. ("TMC" or "Torchlight") is a corporation organized and existing under the Canada Business Corporations Act, CBCA Corporation No. 7841526-1, Canadian Business No. 741 829 456 RC0001, with its registered office at 200 Bay Street, Suite 3400, Toronto, Ontario M5J 2J2, Canada.

2. TMC is a publicly traded specialty-minerals mining and chemicals company. TMC's common shares are listed on the Toronto Stock Exchange under the ticker symbol "TRCL" and are also listed on the New York Stock Exchange under the ticker symbol "TMC." TMC has been listed on both exchanges since 2008 and is subject to periodic reporting obligations under the securities laws of Canada and the United States.

3. For the fiscal year ended December 31, 2021, TMC reported consolidated revenue of approximately CAD 4.27 billion (approximately USD 3.38 billion, based on the average annual Bank of Canada exchange rate for 2021) and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately CAD 812 million.

4. TMC operates fourteen active mines across four countries — Canada, the United States, Brazil, and Australia — and six downstream chemical-processing facilities that produce refined mineral products for sale to industrial, chemical-manufacturing, and advanced-technology customers worldwide. TMC's global workforce during the relevant period consisted of approximately 7,200 employees across all divisions and geographies.

B. Torchlight Mining (U.S.) Inc.

5. Torchlight Mining (U.S.) Inc. ("TMC US") is a corporation organized under the laws of the State of Nevada, Nevada Secretary of State Entity No. NV20160438721, Federal Employer Identification Number 83-2947106. TMC US is a wholly owned subsidiary of Torchlight Mining Corp., with its principal office located at 8750 West Sahara Avenue, Suite 210, Reno, Nevada 89117.

6. TMC US houses TMC's U.S. Specialty Minerals Division (the "Division"), which is the business division at the center of the conduct described in this Agreed Statement of Facts. The Division is responsible for all mining, processing, marketing, and sales activities related to TMC's specialty-mineral products within the United States.

7. For the fiscal year ended December 31, 2021, the U.S. Specialty Minerals Division generated approximately USD 687 million in revenue, accounting for approximately 20% of TMC's consolidated revenue. The Division operated three active mining sites in Nevada, Utah, and Montana, along with two processing facilities located in Reno, Nevada, and Salt Lake City, Utah.

8. The U.S. Specialty Minerals Division mines, processes, and sells high-purity feldspar, industrial talc, and rare-earth concentrates to industrial and chemical-manufacturing customers in the United States and elsewhere. The Division's customer base includes major ceramics and glass manufacturers, plastics and paint producers, electronics manufacturers, and defense-sector contractors.

II. CO-CONSPIRATOR ENTITIES

A. Ridgecrest Minerals Inc.

9. Ridgecrest Minerals Inc. ("Ridgecrest") is a corporation organized under the laws of the State of Delaware, with its principal office located at 1700 Lincoln Street, Suite 4200, Denver, Colorado 80203. Ridgecrest operates mining and processing facilities in Colorado, Wyoming, Idaho, and New Mexico.

10. Ridgecrest is the second-largest North American producer of high-purity feldspar and industrial talc. Ridgecrest also produces and sells other industrial mineral products, including specialty clay and mica, to customers located throughout the United States, Canada, and Mexico.

11. For the fiscal year ended December 31, 2021, Ridgecrest reported approximate revenue of USD 1.92 billion. Ridgecrest's sales of the Relevant Products (as defined in Section IV below) to U.S. customers constituted a substantial portion of its total revenue.

12. Ridgecrest is a portfolio company of Marlowe Asset Management Peak Capital Partners LP, a Delaware limited partnership headquartered in Denver, Colorado. Marlowe Asset Management Peak Capital Partners LP acquired a controlling interest in Ridgecrest in approximately 2015 and has maintained that interest throughout the period relevant to this Agreed Statement of Facts.

13. During the relevant period, Ridgecrest's Vice President of Sales was Carl Edgerton. Edgerton was a key participant in the conduct described herein, as detailed in Sections III and V below.

B. Pinnacle Earth Resources Ltd.

14. Pinnacle Earth Resources Ltd. ("Pinnacle") is a corporation organized under the laws of the Province of Ontario, Canada, with its registered office at 85 Elm Street West, Suite 600, Sudbury, Ontario P3C 1T3, Canada. Pinnacle's U.S. operations are based at 222 South Main Street, Suite 1500, Salt Lake City, Utah 84101, and are conducted through a wholly owned U.S. subsidiary.

15. Pinnacle is one of the top five North American producers of rare-earth concentrates and specialty industrial minerals. Pinnacle's product portfolio includes rare-earth concentrates (primarily neodymium, cerium, and lanthanum concentrates), high-purity feldspar, industrial talc, and other specialty mineral products.

16. For the fiscal year ended December 31, 2021, Pinnacle reported approximate revenue of CAD 1.45 billion (approximately USD 1.15 billion, based on the average annual Bank of Canada exchange rate for 2021).

17. During the relevant period, Pinnacle's Senior Vice President of Commercial Operations was Kevin Tsang. Tsang was a key participant in the conduct described herein, as detailed in Sections III and V below.

C. Cascade Chemical Supply Co. (Cooperating Entity)

18. Cascade Chemical Supply Co. ("Cascade") is a corporation organized under the laws of the State of Washington, with its headquarters located at 901 West Riverside Avenue, Suite 300, Spokane, Washington 99201. Cascade operates as a downstream distributor and processor of specialty minerals, purchasing mineral products from producers including TMC, Ridgecrest, and Pinnacle, and reselling processed mineral products to end-use customers throughout the Pacific Northwest and Western United States.

19. Cascade's president is Leonard Massey, who has served in that role since approximately 2012.

20. In approximately September 2021, Cascade entered into a cooperation agreement with the Department of Justice, Antitrust Division, pursuant to which Cascade provided documents and testimony that informed the broader investigation into anticompetitive conduct in the specialty-minerals industry. Information and documentary evidence provided by Cascade contributed materially to the identification and substantiation of the conduct described in this Agreed Statement of Facts.

III. RELEVANT INDIVIDUALS

A. Gavin Holt

21. Gavin Holt was employed by Torchlight Mining Corp. as Vice President, U.S. Specialty Minerals Sales, from approximately January 2016 until his resignation, which was effective September 30, 2021. Holt's resignation became effective approximately four months before the grand jury investigation of this matter commenced.

22. In his role as Vice President, U.S. Specialty Minerals Sales, Holt led TMC's commercial pricing function for the U.S. Specialty Minerals Division. Holt had authority over published price lists, customer negotiations, and bid submissions for high-purity feldspar, industrial talc, and rare-earth concentrates sold to U.S. customers. Holt also had responsibility for managing TMC's key customer relationships in the United States and for approving or directing the terms of supply agreements and responses to requests for proposals from U.S. industrial and chemical-manufacturing customers.

23. Holt reported directly to the head of TMC's U.S. operations and had supervisory authority over the Division's pricing and sales personnel, including the Director of Pricing Analytics and several Regional Sales Managers.

24. This Agreed Statement of Facts and the Agreement do not cover Gavin Holt individually. The United States reserves the right to pursue charges against Holt individually for conduct described herein or any related conduct.

B. Carl Edgerton

25. Carl Edgerton was Vice President of Sales at Ridgecrest Minerals Inc. during the relevant period, having served in that role from approximately 2015 through at least 2022. In his capacity as Vice President of Sales, Edgerton had pricing and sales authority for Ridgecrest's North American specialty-minerals products, including high-purity feldspar and industrial talc. Edgerton's responsibilities included setting and approving published price lists, authorizing discounts and special pricing for key accounts, and overseeing Ridgecrest's bid submissions to U.S. customers.

26. Edgerton communicated directly with Gavin Holt regarding pricing, customer allocation, and bid coordination as described in Section V below. Edgerton was a direct participant in the conspiracy during the entire Conspiracy Period.

C. Kevin Tsang

27. Kevin Tsang was Senior Vice President, Commercial Operations at Pinnacle Earth Resources Ltd. during the relevant period. In his role, Tsang had pricing and commercial authority for Pinnacle's North American specialty-minerals products, including rare-earth concentrates and industrial minerals. Tsang was responsible for Pinnacle's U.S. pricing strategy, customer negotiations, and bid submissions for the Relevant Products.

28. Tsang communicated directly with Gavin Holt regarding pricing and customer allocation as described in Section V below. Tsang was a direct participant in the conspiracy during the Conspiracy Period.

D. Sandra Chu

29. Sandra Chu is the Director of Pricing Analytics, U.S. Specialty Minerals Division, Torchlight Mining Corp. Chu holds this position currently and held it throughout the relevant period. In her role, Chu was responsible for maintaining and updating TMC's published price lists for the U.S. Specialty Minerals Division, conducting pricing analyses, and implementing pricing changes as directed by her supervisors. During the relevant period, Chu reported directly to Gavin Holt.

30. Chu received instructions from Holt to adjust published price lists on at least twelve occasions during the Conspiracy Period. Each of these adjustments correlated in timing and magnitude with contemporaneous price movements by Ridgecrest and Pinnacle. Based on the investigation, including a review of Chu's electronic communications and her voluntary proffer session with the United States, there is no direct evidence that Chu had knowledge of the inter-competitor communications between Holt and his counterparts at Ridgecrest and Pinnacle. Chu understood the pricing adjustments to be business decisions made by Holt within the ordinary scope of his authority.

E. Thomas Eriksen

31. Thomas Eriksen is a Regional Sales Manager (Western Region), U.S. Specialty Minerals Division, Torchlight Mining Corp. Eriksen holds this position currently and held it throughout the relevant period. In his role, Eriksen managed TMC's customer relationships and sales activities in the Western United States, including California, Oregon, Washington, Nevada, Utah, Colorado, and Arizona.

32. Eriksen attended four NASMC quarterly conferences during the Conspiracy Period at which side meetings involving alleged coordination between Holt, Edgerton, and Tsang are suspected to have occurred. The evidence regarding Eriksen's direct participation in any anticompetitive agreement is ambiguous. Eriksen was present at certain social gatherings at NASMC conferences where Holt, Edgerton, and Tsang were also present, but no witness statements or documentary evidence definitively establish that Eriksen participated in or was privy to the substantive discussions regarding pricing, customer allocation, or bid coordination.

IV. THE RELEVANT PRODUCTS AND MARKETS

A. Products.

33. The conduct described in this Agreed Statement of Facts involved three categories of specialty-mineral products (collectively, the "Relevant Products"):

(a) High-purity feldspar — a mineral product used as a flux in the manufacture of ceramics, glass, and certain chemical applications. High-purity feldspar requires processing to achieve chemical specifications (typically Na₂O + K₂O content of 10% or greater and Fe₂O₃ content below 0.1%) demanded by industrial customers;

(b) Industrial talc — a mineral product used in the plastics, paper, paint, and cosmetics industries as a filler, reinforcing agent, and processing aid. Industrial talc must meet specific particle-size and chemical-purity specifications for each end-use application; and

(c) Rare-earth concentrates — mineral concentrates containing rare-earth elements (including but not limited to neodymium, cerium, lanthanum, praseodymium, and dysprosium) used in electronics, defense applications, permanent magnets, catalysts, and advanced manufacturing processes.

34. Each of the three categories of Relevant Products has distinct technical specifications, end-use applications, and customer bases, but all three categories were the subject of the coordinated pricing, customer-allocation, and bid-rigging conduct described herein.

B. Geographic Market

35. The Relevant Products were sold to industrial and chemical-manufacturing customers located in the United States. Customers included ceramics and glass manufacturers, plastics compounders, paint and coatings producers, defense contractors, and electronics manufacturers, among others, located throughout the continental United States.

36. TMC, Ridgecrest, and Pinnacle were among the principal suppliers of the Relevant Products to U.S. customers during the relevant period. Together, the three companies accounted for a substantial share of U.S. supply of each of the three categories of Relevant Products during the Conspiracy Period.

C. Trade Association — North American Specialty Minerals Council

37. The North American Specialty Minerals Council ("NASMC") is a trade association organized as a tax-exempt organization under Section 501(c)(6) of the Internal Revenue Code. NASMC is headquartered at 2300 Wilson Boulevard, Suite 400, Arlington, Virginia 22201.

38. NASMC organizes quarterly industry conferences and publishes pricing benchmarks and market reports for the specialty-minerals sector. NASMC's membership includes specialty-minerals producers, processors, distributors, and related service providers operating in North America. TMC, Ridgecrest, Pinnacle, and other industry participants are members of NASMC.

39. NASMC quarterly conferences were held at various locations during the relevant period, including Arlington, Virginia; Scottsdale, Arizona; and Orlando, Florida. These conferences typically lasted two to three days and included formal presentations, panel discussions, breakout sessions, and social events. The NASMC quarterly conferences served as a regular venue at which the conspirators met in person to further the conspiracy described in Section V below.

V. THE CONSPIRACY

A. Overview and Duration

40. From approximately January 2017 through at least August 2021, a period of approximately four years and eight months (the "Conspiracy Period"), senior commercial personnel at TMC, Ridgecrest, and Pinnacle engaged in a conspiracy to fix prices, allocate customers, and rig bids for high-purity feldspar, industrial talc, and rare-earth concentrates sold to U.S. industrial and chemical-manufacturing customers.

41. The conspiracy constituted an unreasonable restraint of interstate and foreign trade and commerce in violation of Section 1 of the Sherman Antitrust Act, 15 U.S.C. § 1. The conspiracy was effectuated through a combination of in-person meetings, encrypted electronic communications, and telephone calls among the conspirators, as described in detail below.

42. The purpose and effect of the conspiracy was to suppress and eliminate competition among TMC, Ridgecrest, and Pinnacle for the sale of the Relevant Products to U.S. customers, thereby enabling the conspirators to charge and maintain prices at levels higher than those that would have prevailed in a competitive market.

B. Means and Methods of the Conspiracy

1. In-Person Meetings at NASMC Conferences.

43. During the Conspiracy Period, Gavin Holt (TMC), Carl Edgerton (Ridgecrest), and Kevin Tsang (Pinnacle) met in person on the margins of NASMC quarterly conferences held in Arlington, Virginia; Scottsdale, Arizona; and Orlando, Florida. The investigation has identified at least eleven NASMC quarterly conferences during the Conspiracy Period at which at least two of the three conspirators were present.

44. At these meetings, the participants discussed and agreed upon pricing levels for the Relevant Products, including specific target prices and minimum price floors for high-purity feldspar, industrial talc, and rare-earth concentrates. The participants also discussed and agreed upon the allocation of specific U.S. customers among the three companies, designating certain customer accounts as "protected" or "allocated" to a particular competitor. Additionally, the participants coordinated bids submitted to particular U.S. industrial customers that solicited competitive bids for the Relevant Products.

45. These meetings typically took place outside the formal conference sessions, including in hotel rooms reserved by individual participants, at restaurants and bars located near or within the conference venues, and in other private settings adjacent to the conference venues. The participants took deliberate steps to avoid detection, including arranging meetings through personal mobile devices rather than corporate email systems, and scheduling meetings during breaks in the formal conference program or during evening social events.

2. Encrypted Messaging via VaultChat Application.

46. Gavin Holt, Carl Edgerton, and Kevin Tsang used the VaultChat encrypted messaging application to communicate regarding pricing, customer allocation, and bid coordination during the Conspiracy Period. VaultChat is a commercially available encrypted messaging application that provides end-to-end encryption and an auto-delete function, which the conspirators utilized to destroy evidence of their communications. The conspirators used personal mobile devices, rather than company-issued devices, to access the VaultChat application.

47. The first documented VaultChat exchange between Holt and Edgerton occurred on approximately March 14, 2017. Analysis of metadata recovered from backup files and device forensic extractions revealed that Holt maintained VaultChat contact profiles for both Edgerton and Tsang throughout the Conspiracy Period.

48. Over the Conspiracy Period, there were at least thirty-seven documented communications between Holt and his counterparts at Ridgecrest and Pinnacle through VaultChat messages and in-person conversations, covering the exchange of competitively sensitive pricing information, agreements on price levels for each of the Relevant Products, allocation of customer accounts, and coordination of bid submissions to specific U.S. customers. The thirty-seven documented communications represent those for which the United States has been able to obtain direct or circumstantial evidence through device forensics, metadata analysis, cooperating witness testimony, and corroborating documentary evidence. The actual number of communications among the conspirators during the Conspiracy Period may have been substantially higher.

3. Telephone Calls.

49. In addition to VaultChat messages and in-person meetings, Holt, Edgerton, and Tsang conducted occasional telephone calls to discuss pricing and customer-allocation matters during the Conspiracy Period. Toll records obtained through grand jury subpoenas reflect calls between Holt's personal mobile telephone number and the personal mobile telephone numbers of Edgerton and Tsang on multiple occasions during the Conspiracy Period, including calls that occurred within days of documented price-list changes by TMC, Ridgecrest, or Pinnacle.

C. Specific Acts in Furtherance of the Conspiracy

1. Price-Fixing Conduct.

50. The conspirators agreed to fix, stabilize, and maintain prices for high-purity feldspar, industrial talc, and rare-earth concentrates sold to U.S. customers. The price-fixing agreements encompassed published list prices, minimum prices for negotiated customer contracts, and prices submitted in response to customer requests for proposals and competitive bid solicitations.

51. Gavin Holt exchanged pricing information with Carl Edgerton and Kevin Tsang on at least thirty-seven documented occasions between approximately March 2017 and July 2021. The pricing information exchanged included current and planned price lists, proposed price increases and their timing, customer-specific pricing, and discount levels offered to key accounts.

52. Following inter-competitor communications, Holt directed Sandra Chu, Director of Pricing Analytics, to adjust TMC's published price lists on at least twelve occasions during the Conspiracy Period. Each of these twelve documented pricing adjustments correlated in timing and direction with contemporaneous or near-contemporaneous price movements by Ridgecrest and Pinnacle for the same or comparable Relevant Products. Specifically, in each instance, the pricing adjustments directed by Holt occurred within two to fourteen days of a documented communication between Holt and one or both of his co-conspirators.

53. The price adjustments were designed to maintain coordinated pricing levels across TMC, Ridgecrest, and Pinnacle for the Relevant Products, preventing price competition that would otherwise have resulted in lower prices to U.S. customers.

2. Market Allocation.

54. The conspirators agreed to allocate specific U.S. industrial and chemical-manufacturing customers among TMC, Ridgecrest, and Pinnacle to reduce competition for those customers' business. The customer-allocation agreements identified particular customer accounts that would be designated to a specific company, with the understanding that the other companies would refrain from aggressively competing for those accounts.

55. The customer-allocation agreements resulted in the conspirators refraining from aggressively competing for certain allocated accounts, including by declining to submit competitive bids, offering only non-competitive pricing, or declining to pursue opportunities with allocated customers. The effect of these agreements was to reduce competitive pressure and maintain above-competitive pricing for the Relevant Products sold to the allocated customer accounts.

3. Bid-Rigging.

56. The conspirators coordinated bids submitted to certain U.S. customers that solicited competitive bids for the Relevant Products. The bid-rigging agreements were implemented in connection with requests for proposals, invitations to bid, and other competitive procurement processes conducted by U.S. industrial and chemical-manufacturing customers.

57. Under the agreements, certain companies would submit intentionally non-competitive or inflated bids — commonly referred to as "cover bids" or "courtesy bids" — to ensure that the designated company would win the business at the agreed-upon price level. The submission of cover bids created the false appearance of competitive bidding while in fact the outcome was predetermined through the conspirators' prior agreement.

58. The bid-rigging conduct deprived U.S. customers of the benefits of genuine competition and resulted in those customers paying higher prices for the Relevant Products than they would have paid in a competitive market.

VI. AFFECTED COMMERCE

A. Total Affected Commerce

59. The United States estimates that the total volume of affected commerce — defined as the aggregate U.S. sales of high-purity feldspar, industrial talc, and rare-earth concentrates by TMC, Ridgecrest, and Pinnacle during the Conspiracy Period (approximately January 2017 through August 2021) — was approximately USD 1.34 billion. This figure represents the total revenue generated by the three conspirator companies from sales of the Relevant Products to U.S. customers during the Conspiracy Period.

B. TMC's Share of Affected Commerce

60. TMC's share of the total affected commerce during the Conspiracy Period was approximately USD 478 million. This figure represents the total revenue generated by TMC (through its U.S. Specialty Minerals Division) from sales of the Relevant Products to U.S. customers during the Conspiracy Period.

61. TMC's share represented approximately 35.7% of the total affected commerce (USD 478 million divided by USD 1.34 billion equals approximately 35.7%).

C. Basis for Affected Commerce Calculation

62. The affected commerce calculation is based upon an analysis of TMC's, Ridgecrest's, and Pinnacle's U.S. sales records for the Relevant Products during the Conspiracy Period. The sales records were reviewed and analyzed by Hargrove Forensic Advisory LLC, an independent forensic accounting firm, under the direction of Calderwood & Harkness LLP, counsel for TMC. The methodology and results of the analysis were validated by the United States through its own independent review of the underlying sales data and supporting documentation.

63. The final affected-commerce analysis was delivered to the United States on March 12, 2024, and was accepted by the United States as a reasonable and accurate estimate of the total affected commerce and TMC's share thereof.

VII. TMC'S ANTITRUST COMPLIANCE PROGRAM — DEFICIENCIES

64. TMC adopted an antitrust compliance policy in approximately 2014. The policy was originally prepared by TMC's in-house legal department and distributed to TMC employees through the company's internal compliance portal. The policy contained general statements regarding the prohibitions of antitrust law, including prohibitions on price fixing, market allocation, and bid rigging, and instructed employees to consult with the legal department regarding any questions about competitive interactions.

65. However, the compliance program was inadequate during the Conspiracy Period in the following material respects:

(a) Lack of Training. No annual antitrust compliance training had been conducted for personnel in the U.S. Specialty Minerals Division since approximately 2018. Prior to 2018, training had been conducted only sporadically and was not mandatory for all sales and pricing personnel. As a result, sales and pricing personnel within the Division — including Gavin Holt and his direct reports — had not received updated antitrust compliance training at any point during the majority of the Conspiracy Period.

(b) Absence of Trade-Association Monitoring. The compliance program did not include monitoring of trade-association interactions or attendance at industry conferences. There were no protocols requiring employees to report their participation in trade-association events, no requirements for pre- or post-event reviews with the legal department, and no guidelines for permissible and impermissible topics of discussion at industry gatherings such as NASMC quarterly conferences.

(c) No Competitor-Contact Monitoring. There was no audit or monitoring mechanism for competitor contacts by sales and pricing personnel. The compliance program did not require employees to log or disclose contacts with competitor personnel, and there was no systematic review or oversight of such contacts by the legal department or the compliance function.

(d) Overall Effectiveness. These deficiencies, taken together, allowed the conduct described herein to go undetected by TMC's management, legal department, and Board of Directors for the entire duration of the Conspiracy Period. The compliance program, as it existed during the Conspiracy Period, was inadequate to identify, prevent, or deter the anticompetitive conduct carried out by Gavin Holt and his counterparts at the co-conspirator entities.

VIII. KNOWLEDGE OF TMC'S SENIOR MANAGEMENT AND BOARD

66. Based on the investigation conducted by TMC's counsel, Calderwood & Harkness LLP, which encompassed the review of approximately 555,000 documents (comprising approximately 3.2 million pages of email communications, electronic files, business records, and other documents) and in-person and telephonic interviews of twenty-three current and former TMC employees and officers, there is no evidence that TMC's Chief Executive Officer, Søren Dalmqvist; General Counsel, Priya Anand; Board Chair, Margaret Caldwell; or any other member of TMC's senior management or Board of Directors had knowledge of, authorized, or participated in the conspiracy described herein.

67. The anticompetitive conduct was initiated and carried out by Gavin Holt, acting beyond the scope of any authority granted to him by TMC's management or Board. Although Holt held a senior sales position within the U.S. Specialty Minerals Division, the coordination of pricing and customer-allocation strategies with competitors was not authorized by TMC's policies, TMC's management, or TMC's Board of Directors, and was contrary to TMC's antitrust compliance policy, notwithstanding the deficiencies in that policy described in Section VII above.

68. The results of TMC's internal investigation, as described in the proffer submitted to the United States on February 15, 2023, were reviewed by the United States. The United States has no information that contradicts the findings set forth in paragraphs 66 and 67 above.

IX. TMC'S COOPERATION AND REMEDIATION

A. Cooperation with the Investigation

69. On February 14, 2022, TMC received Grand Jury Subpoena No. GJ-22-0194-SD-003, issued by the Grand Jury for the Northern District of California, San Francisco Division, commanding production of documents relating to the sale and pricing of specialty-mineral products in the United States. Upon receipt of the subpoena, TMC promptly engaged outside counsel, Calderwood & Harkness LLP, on February 18, 2022, to assist with the response and to conduct an internal investigation into the matters referenced in the subpoena.

70. TMC issued a company-wide litigation hold on March 1, 2022, directing the preservation of all documents potentially relevant to the investigation. The litigation hold was communicated to all employees in the U.S. Specialty Minerals Division, as well as to relevant personnel in TMC's legal, compliance, finance, and information-technology departments.

71. TMC produced approximately 555,000 documents, comprising approximately 3.2 million pages of email communications, electronic files, business records, financial data, and other documents, in response to two grand jury subpoenas: Subpoena No. GJ-22-0194-SD-003 (issued February 14, 2022) and Subpoena No. GJ-22-0194-SD-007 (issued June 30, 2022). TMC's document productions were made on a rolling basis and were substantially completed by November 2022. TMC cooperated fully with all requests for supplemental and follow-up productions.

72. TMC conducted a thorough internal investigation under the direction of Calderwood & Harkness LLP. The internal investigation encompassed a comprehensive review of the documents collected and produced in response to the grand jury subpoenas, as well as interviews of twenty-three current and former TMC employees, including individuals in the U.S. Specialty Minerals Division's sales, pricing, operations, and management functions. TMC shared the results of its internal investigation with the United States through a detailed proffer submitted on February 15, 2023.

73. TMC made current employees available for voluntary proffer sessions with the United States, including Sandra Chu, Director of Pricing Analytics (proffer session conducted on March 10, 2023), and Thomas Eriksen, Regional Sales Manager, Western Region (proffer session conducted on April 22, 2023). TMC did not seek to limit the scope of these proffer sessions and instructed the participating employees to provide complete and truthful information.

B. Compliance Remediation

74. TMC retained Meridian Compliance Partners LLC, a nationally recognized compliance consulting firm, to design and implement an enhanced antitrust compliance program beginning on August 1, 2023. Meridian Compliance Partners LLC conducted a comprehensive assessment of TMC's existing compliance infrastructure and developed recommendations for an enhanced program addressing the deficiencies identified in Section VII above.

75. On September 15, 2023, TMC submitted to the United States a comprehensive enhanced antitrust compliance program proposal developed by Meridian Compliance Partners LLC, which forms the basis for the Enhanced Antitrust Compliance Program described in Appendix A to the Agreement.

76. TMC has committed to the following remediation measures, among others, as more fully set forth in Appendix A to the Agreement:

(a) The appointment of an independent Chief Compliance Officer reporting directly to the Board of Directors and not subject to removal without Board approval;

(b) Mandatory annual antitrust compliance training for all sales, pricing, commercial, and management personnel, with completion tracked and reported to the Chief Compliance Officer and the Board;

(c) Annual compliance certifications by the Chief Executive Officer and General Counsel attesting to their knowledge and understanding of TMC's antitrust compliance obligations;

(d) Comprehensive competitor-contact protocols requiring employees to log, disclose, and obtain pre-approval for contacts with competitor personnel regarding competitively sensitive topics; and

(e) Trade-association interaction policies requiring pre-approval for attendance at industry conferences, post-event written reports summarizing all interactions with competitor personnel, and regular legal-department review of trade-association activities.

X. HOLT CARVE-OUT

77. This Agreed Statement of Facts and the Agreement do not cover Gavin Holt individually. The United States expressly reserves the right to prosecute Gavin Holt individually for the conduct described herein or any related conduct, including but not limited to violations of Section 1 of the Sherman Antitrust Act, 15 U.S.C. § 1, and any other applicable federal criminal statutes.

78. As of the date of this Agreed Statement of Facts, Holt is no longer employed by TMC. Holt tendered his resignation to TMC in approximately August 2021, and his resignation became effective on September 30, 2021. Holt is separately represented by Briarcliff Law Group PLLC, 555 California Street, Suite 2900, San Francisco, California 94104.

79. On June 14, 2022, Holt appeared before the Grand Jury for the Northern District of California, San Francisco Division, pursuant to a grand jury subpoena. At that appearance, Holt asserted his rights under the Fifth Amendment to the United States Constitution and declined to provide testimony. Holt also declined to participate in TMC's internal investigation conducted by Calderwood & Harkness LLP.

XI. PENALTY CALCULATION

80. Under the DOJ Antitrust Division's standard methodology for calculating monetary penalties in non-prosecution agreements and plea agreements involving antitrust violations, the starting point for the monetary penalty is twenty percent (20%) of the defendant's affected commerce.

81. TMC's affected commerce during the Conspiracy Period was USD 478 million, as set forth in Section VI above.

82. Application of the twenty percent starting point to TMC's affected commerce yields a base penalty amount of USD 95.6 million (USD 478 million × 20% = USD 95,600,000).

83. In recognition of TMC's substantial cooperation and remediation efforts, as described in Section IX above, the United States has applied a cooperation and remediation credit of approximately 49.2% to the base penalty amount. The cooperation and remediation credit reflects the United States' assessment of the quality and timeliness of TMC's cooperation, the comprehensiveness of TMC's internal investigation, TMC's willingness to make employees available for proffer sessions, and TMC's demonstrated commitment to compliance remediation.

84. After application of the cooperation and remediation credit, the final monetary payment owed by TMC to the United States is USD 48,500,000 (Forty-Eight Million Five Hundred Thousand United States Dollars), payable to the United States Treasury within sixty (60) calendar days of execution of the Agreement. The payment due date is July 5, 2024.

XII. STIPULATIONS

85. Torchlight Mining Corp. agrees and stipulates that the foregoing facts set forth in this Agreed Statement of Facts are true and accurate. TMC acknowledges that it has reviewed this Agreed Statement of Facts with its counsel, Calderwood & Harkness LLP, and fully understands the facts set forth herein and their legal significance.

86. TMC acknowledges that if TMC were to breach the terms of the Agreement, the United States could use this Agreed Statement of Facts and any other information provided by TMC during its cooperation to prosecute TMC for the conduct described herein, including but not limited to a prosecution under Section 1 of the Sherman Antitrust Act, 15 U.S.C. § 1. TMC further acknowledges that, in the event of such a prosecution, this Agreed Statement of Facts would be admissible as evidence against TMC.

87. This Agreed Statement of Facts may not be used by TMC or any other party as an admission in any civil proceeding, except as expressly permitted under the terms of the Agreement. Nothing in this Agreed Statement of Facts is intended to confer any rights upon any third party or to alter the rights of any private litigant under applicable law, except as expressly set forth in the Agreement.

SIGNATURES

The undersigned hereby execute this Agreed Statement of Facts as of the date set forth above.

FOR TORCHLIGHT MINING CORP.:

TORCHLIGHT MINING CORP.

By: ________

Name: Søren Dalmqvist

Title: Chief Executive Officer

Date: May 6, 2024

Approved as to form:

CALDERWOOD & HARKNESS LLP

By: ________

Name: Elaine Forsythe

Title: Partner, Calderwood & Harkness LLP

Counsel for Torchlight Mining Corp.

Date: May 6, 2024

FOR THE UNITED STATES OF AMERICA:

UNITED STATES DEPARTMENT OF JUSTICE ANTITRUST DIVISION

By: ________

Name: Julia Stafford-Hayes

Title: Deputy Assistant Attorney General

Antitrust Division U.S. Department of Justice

Date: May 6, 2024

By: ________

Name: Denise Kowalski

Title: Trial Attorney

Antitrust Division, San Francisco Field Office U.S. Department of Justice

Date: May 6, 2024

By: ________

Name: Marcus Reeves

Title: Senior Trial Attorney

Antitrust Division, San Francisco Field Office U.S. Department of Justice

Date: May 6, 2024

Non-Prosecution Agreement Reference No.: ATR-SF-2024-00312 Grand Jury No.: GJ-22-0194, U.S. District Court, Northern District of California, San Francisco Division

APPENDIX B
AGREED STATEMENT OF FACTS
Non-Prosecution Agreement No. ATR-SF-2024-00312
The United States Department of Justice, Antitrust Division
and
Torchlight Mining Corp.
May 6, 2024
This Agreed Statement of Facts is attached to and incorporated by reference in the Non-Prosecution Agreement between the United States of America, acting through the Antitrust Division of the United States Department of Justice, and Torchlight Mining Corp., dated May 6, 2024 (the "Agreement"). Torchlight Mining Corp. hereby agrees and stipulates that the following facts are true and accurate. Had this matter proceeded to trial, the United States would have been able to prove these facts beyond a reasonable doubt. This Agreed Statement of Facts does not constitute a complete recitation of all facts known to the United States or to Torchlight Mining Corp. regarding the conduct described herein.
I. THE DEFENDANT AND RELATED ENTITIES
A. Torchlight Mining Corp.
1.  Torchlight Mining Corp. ("TMC" or "Torchlight") is a corporation organized and existing under the Canada Business Corporations Act, CBCA Corporation No. 7841526-1, Canadian Business No. 741 829 456 RC0001, with its registered office at 200 Bay Street, Suite 3400, Toronto, Ontario M5J 2J2, Canada.
2.  TMC is a publicly traded specialty-minerals mining and chemicals company. TMC's common shares are listed on the Toronto Stock Exchange under the ticker symbol "TRCL" and are also listed on the New York Stock Exchange under the ticker symbol "TMC." TMC has been listed on both exchanges since 2008 and is subject to periodic reporting obligations under the securities laws of Canada and the United States.
3.  For the fiscal year ended December 31, 2021, TMC reported consolidated revenue of approximately CAD 4.27 billion (approximately USD 3.38 billion, based on the average annual Bank of Canada exchange rate for 2021) and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately CAD 812 million.
4.  TMC operates fourteen active mines across four countries — Canada, the United States, Brazil, and Australia — and six downstream chemical-processing facilities that produce refined mineral products for sale to industrial, chemical-manufacturing, and advanced-technology customers worldwide. TMC's global workforce during the relevant period consisted of approximately 7,200 employees across all divisions and geographies.
B. Torchlight Mining (U.S.) Inc.
5.  Torchlight Mining (U.S.) Inc. ("TMC US") is a corporation organized under the laws of the State of Nevada, Nevada Secretary of State Entity No. NV20160438721, Federal Employer Identification Number 83-2947106. TMC US is a wholly owned subsidiary of Torchlight Mining Corp., with its principal office located at 8750 West Sahara Avenue, Suite 210, Reno, Nevada 89117.
6.  TMC US houses TMC's U.S. Specialty Minerals Division (the "Division"), which is the business division at the center of the conduct described in this Agreed Statement of Facts. The Division is responsible for all mining, processing, marketing, and sales activities related to TMC's specialty-mineral products within the United States.
7.  For the fiscal year ended December 31, 2021, the U.S. Specialty Minerals Division generated approximately USD 687 million in revenue, accounting for approximately 20% of TMC's consolidated revenue. The Division operated three active mining sites in Nevada, Utah, and Montana, along with two processing facilities located in Reno, Nevada, and Salt Lake City, Utah.
8.  The U.S. Specialty Minerals Division mines, processes, and sells high-purity feldspar, industrial talc, and rare-earth concentrates to industrial and chemical-manufacturing customers in the United States and elsewhere. The Division's customer base includes major ceramics and glass manufacturers, plastics and paint producers, electronics manufacturers, and defense-sector contractors.
II. CO-CONSPIRATOR ENTITIES
A. Ridgecrest Minerals Inc.
9.  Ridgecrest Minerals Inc. ("Ridgecrest") is a corporation organized under the laws of the State of Delaware, with its principal office located at 1700 Lincoln Street, Suite 4200, Denver, Colorado 80203. Ridgecrest operates mining and processing facilities in Colorado, Wyoming, Idaho, and New Mexico.
10.  Ridgecrest is the second-largest North American producer of high-purity feldspar and industrial talc. Ridgecrest also produces and sells other industrial mineral products, including specialty clay and mica, to customers located throughout the United States, Canada, and Mexico.
11.  For the fiscal year ended December 31, 2021, Ridgecrest reported approximate revenue of USD 1.92 billion. Ridgecrest's sales of the Relevant Products (as defined in Section IV below) to U.S. customers constituted a substantial portion of its total revenue.
12.  Ridgecrest is a portfolio company of Marlowe Asset Management Peak Capital Partners LP, a Delaware limited partnership headquartered in Denver, Colorado. Marlowe Asset Management Peak Capital Partners LP acquired a controlling interest in Ridgecrest in approximately 2015 and has maintained that interest throughout the period relevant to this Agreed Statement of Facts.
13.  During the relevant period, Ridgecrest's Vice President of Sales was Carl Edgerton. Edgerton was a key participant in the conduct described herein, as detailed in Sections III and V below.
B. Pinnacle Earth Resources Ltd.
14.  Pinnacle Earth Resources Ltd. ("Pinnacle") is a corporation organized under the laws of the Province of Ontario, Canada, with its registered office at 85 Elm Street West, Suite 600, Sudbury, Ontario P3C 1T3, Canada. Pinnacle's U.S. operations are based at 222 South Main Street, Suite 1500, Salt Lake City, Utah 84101, and are conducted through a wholly owned U.S. subsidiary.
15.  Pinnacle is one of the top five North American producers of rare-earth concentrates and specialty industrial minerals. Pinnacle's product portfolio includes rare-earth concentrates (primarily neodymium, cerium, and lanthanum concentrates), high-purity feldspar, industrial talc, and other specialty mineral products.
16.  For the fiscal year ended December 31, 2021, Pinnacle reported approximate revenue of CAD 1.45 billion (approximately USD 1.15 billion, based on the average annual Bank of Canada exchange rate for 2021).
17.  During the relevant period, Pinnacle's Senior Vice President of Commercial Operations was Kevin Tsang. Tsang was a key participant in the conduct described herein, as detailed in Sections III and V below.
C. Cascade Chemical Supply Co. (Cooperating Entity)
18.  Cascade Chemical Supply Co. ("Cascade") is a corporation organized under the laws of the State of Washington, with its headquarters located at 901 West Riverside Avenue, Suite 300, Spokane, Washington 99201. Cascade operates as a downstream distributor and processor of specialty minerals, purchasing mineral products from producers including TMC, Ridgecrest, and Pinnacle, and reselling processed mineral products to end-use customers throughout the Pacific Northwest and Western United States.
19.  Cascade's president is Leonard Massey, who has served in that role since approximately 2012.
20.  In approximately September 2021, Cascade entered into a cooperation agreement with the Department of Justice, Antitrust Division, pursuant to which Cascade provided documents and testimony that informed the broader investigation into anticompetitive conduct in the specialty-minerals industry. Information and documentary evidence provided by Cascade contributed materially to the identification and substantiation of the conduct described in this Agreed Statement of Facts.
III. RELEVANT INDIVIDUALS
A. Gavin Holt
21.  Gavin Holt was employed by Torchlight Mining Corp. as Vice President, U.S. Specialty Minerals Sales, from approximately January 2016 until his resignation, which was effective September 30, 2021. Holt's resignation became effective approximately four months before the grand jury investigation of this matter commenced.
22.  In his role as Vice President, U.S. Specialty Minerals Sales, Holt led TMC's commercial pricing function for the U.S. Specialty Minerals Division. Holt had authority over published price lists, customer negotiations, and bid submissions for high-purity feldspar, industrial talc, and rare-earth concentrates sold to U.S. customers. Holt also had responsibility for managing TMC's key customer relationships in the United States and for approving or directing the terms of supply agreements and responses to requests for proposals from U.S. industrial and chemical-manufacturing customers.
23.  Holt reported directly to the head of TMC's U.S. operations and had supervisory authority over the Division's pricing and sales personnel, including the Director of Pricing Analytics and several Regional Sales Managers.
24.  This Agreed Statement of Facts and the Agreement do not cover Gavin Holt individually. The United States reserves the right to pursue charges against Holt individually for conduct described herein or any related conduct.
B. Carl Edgerton
25.  Carl Edgerton was Vice President of Sales at Ridgecrest Minerals Inc. during the relevant period, having served in that role from approximately 2015 through at least 2022. In his capacity as Vice President of Sales, Edgerton had pricing and sales authority for Ridgecrest's North American specialty-minerals products, including high-purity feldspar and industrial talc. Edgerton's responsibilities included setting and approving published price lists, authorizing discounts and special pricing for key accounts, and overseeing Ridgecrest's bid submissions to U.S. customers.
26.  Edgerton communicated directly with Gavin Holt regarding pricing, customer allocation, and bid coordination as described in Section V below. Edgerton was a direct participant in the conspiracy during the entire Conspiracy Period.
C. Kevin Tsang
27.  Kevin Tsang was Senior Vice President, Commercial Operations at Pinnacle Earth Resources Ltd. during the relevant period. In his role, Tsang had pricing and commercial authority for Pinnacle's North American specialty-minerals products, including rare-earth concentrates and industrial minerals. Tsang was responsible for Pinnacle's U.S. pricing strategy, customer negotiations, and bid submissions for the Relevant Products.
28.  Tsang communicated directly with Gavin Holt regarding pricing and customer allocation as described in Section V below. Tsang was a direct participant in the conspiracy during the Conspiracy Period.
D. Sandra Chu
29.  Sandra Chu is the Director of Pricing Analytics, U.S. Specialty Minerals Division, Torchlight Mining Corp. Chu holds this position currently and held it throughout the relevant period. In her role, Chu was responsible for maintaining and updating TMC's published price lists for the U.S. Specialty Minerals Division, conducting pricing analyses, and implementing pricing changes as directed by her supervisors. During the relevant period, Chu reported directly to Gavin Holt.
30.  Chu received instructions from Holt to adjust published price lists on at least twelve occasions during the Conspiracy Period. Each of these adjustments correlated in timing and magnitude with contemporaneous price movements by Ridgecrest and Pinnacle. Based on the investigation, including a review of Chu's electronic communications and her voluntary proffer session with the United States, there is no direct evidence that Chu had knowledge of the inter-competitor communications between Holt and his counterparts at Ridgecrest and Pinnacle. Chu understood the pricing adjustments to be business decisions made by Holt within the ordinary scope of his authority.
E. Thomas Eriksen
31.  Thomas Eriksen is a Regional Sales Manager (Western Region), U.S. Specialty Minerals Division, Torchlight Mining Corp. Eriksen holds this position currently and held it throughout the relevant period. In his role, Eriksen managed TMC's customer relationships and sales activities in the Western United States, including California, Oregon, Washington, Nevada, Utah, Colorado, and Arizona.
32.  Eriksen attended four NASMC quarterly conferences during the Conspiracy Period at which side meetings involving alleged coordination between Holt, Edgerton, and Tsang are suspected to have occurred. The evidence regarding Eriksen's direct participation in any anticompetitive agreement is ambiguous. Eriksen was present at certain social gatherings at NASMC conferences where Holt, Edgerton, and Tsang were also present, but no witness statements or documentary evidence definitively establish that Eriksen participated in or was privy to the substantive discussions regarding pricing, customer allocation, or bid coordination.
IV. THE RELEVANT PRODUCTS AND MARKETS
A. Products.  
33.  The conduct described in this Agreed Statement of Facts involved three categories of specialty-mineral products (collectively, the "Relevant Products"):
(a) High-purity feldspar — a mineral product used as a flux in the manufacture of ceramics, glass, and certain chemical applications. High-purity feldspar requires processing to achieve chemical specifications (typically Na₂O + K₂O content of 10% or greater and Fe₂O₃ content below 0.1%) demanded by industrial customers;
(b) Industrial talc — a mineral product used in the plastics, paper, paint, and cosmetics industries as a filler, reinforcing agent, and processing aid. Industrial talc must meet specific particle-size and chemical-purity specifications for each end-use application; and
(c) Rare-earth concentrates — mineral concentrates containing rare-earth elements (including but not limited to neodymium, cerium, lanthanum, praseodymium, and dysprosium) used in electronics, defense applications, permanent magnets, catalysts, and advanced manufacturing processes.
34.  Each of the three categories of Relevant Products has distinct technical specifications, end-use applications, and customer bases, but all three categories were the subject of the coordinated pricing, customer-allocation, and bid-rigging conduct described herein.
B. Geographic Market
35.  The Relevant Products were sold to industrial and chemical-manufacturing customers located in the United States. Customers included ceramics and glass manufacturers, plastics compounders, paint and coatings producers, defense contractors, and electronics manufacturers, among others, located throughout the continental United States.
36.  TMC, Ridgecrest, and Pinnacle were among the principal suppliers of the Relevant Products to U.S. customers during the relevant period. Together, the three companies accounted for a substantial share of U.S. supply of each of the three categories of Relevant Products during the Conspiracy Period.
C. Trade Association — North American Specialty Minerals Council
37.  The North American Specialty Minerals Council ("NASMC") is a trade association organized as a tax-exempt organization under Section 501(c)(6) of the Internal Revenue Code. NASMC is headquartered at 2300 Wilson Boulevard, Suite 400, Arlington, Virginia 22201.
38.  NASMC organizes quarterly industry conferences and publishes pricing benchmarks and market reports for the specialty-minerals sector. NASMC's membership includes specialty-minerals producers, processors, distributors, and related service providers operating in North America. TMC, Ridgecrest, Pinnacle, and other industry participants are members of NASMC.
39.  NASMC quarterly conferences were held at various locations during the relevant period, including Arlington, Virginia; Scottsdale, Arizona; and Orlando, Florida. These conferences typically lasted two to three days and included formal presentations, panel discussions, breakout sessions, and social events. The NASMC quarterly conferences served as a regular venue at which the conspirators met in person to further the conspiracy described in Section V below.
V. THE CONSPIRACY
A. Overview and Duration
40.  From approximately January 2017 through at least August 2021, a period of approximately four years and eight months (the "Conspiracy Period"), senior commercial personnel at TMC, Ridgecrest, and Pinnacle engaged in a conspiracy to fix prices, allocate customers, and rig bids for high-purity feldspar, industrial talc, and rare-earth concentrates sold to U.S. industrial and chemical-manufacturing customers.
41.  The conspiracy constituted an unreasonable restraint of interstate and foreign trade and commerce in violation of Section 1 of the Sherman Antitrust Act, 15 U.S.C. § 1. The conspiracy was effectuated through a combination of in-person meetings, encrypted electronic communications, and telephone calls among the conspirators, as described in detail below.
42.  The purpose and effect of the conspiracy was to suppress and eliminate competition among TMC, Ridgecrest, and Pinnacle for the sale of the Relevant Products to U.S. customers, thereby enabling the conspirators to charge and maintain prices at levels higher than those that would have prevailed in a competitive market.
B. Means and Methods of the Conspiracy
1. In-Person Meetings at NASMC Conferences.  
43.  During the Conspiracy Period, Gavin Holt (TMC), Carl Edgerton (Ridgecrest), and Kevin Tsang (Pinnacle) met in person on the margins of NASMC quarterly conferences held in Arlington, Virginia; Scottsdale, Arizona; and Orlando, Florida. The investigation has identified at least eleven NASMC quarterly conferences during the Conspiracy Period at which at least two of the three conspirators were present.
44.  At these meetings, the participants discussed and agreed upon pricing levels for the Relevant Products, including specific target prices and minimum price floors for high-purity feldspar, industrial talc, and rare-earth concentrates. The participants also discussed and agreed upon the allocation of specific U.S. customers among the three companies, designating certain customer accounts as "protected" or "allocated" to a particular competitor. Additionally, the participants coordinated bids submitted to particular U.S. industrial customers that solicited competitive bids for the Relevant Products.
45.  These meetings typically took place outside the formal conference sessions, including in hotel rooms reserved by individual participants, at restaurants and bars located near or within the conference venues, and in other private settings adjacent to the conference venues. The participants took deliberate steps to avoid detection, including arranging meetings through personal mobile devices rather than corporate email systems, and scheduling meetings during breaks in the formal conference program or during evening social events.
2. Encrypted Messaging via VaultChat Application.  
46.  Gavin Holt, Carl Edgerton, and Kevin Tsang used the VaultChat encrypted messaging application to communicate regarding pricing, customer allocation, and bid coordination during the Conspiracy Period. VaultChat is a commercially available encrypted messaging application that provides end-to-end encryption and an auto-delete function, which the conspirators utilized to destroy evidence of their communications. The conspirators used personal mobile devices, rather than company-issued devices, to access the VaultChat application.
47.  The first documented VaultChat exchange between Holt and Edgerton occurred on approximately March 14, 2017. Analysis of metadata recovered from backup files and device forensic extractions revealed that Holt maintained VaultChat contact profiles for both Edgerton and Tsang throughout the Conspiracy Period.
48.  Over the Conspiracy Period, there were at least thirty-seven documented communications between Holt and his counterparts at Ridgecrest and Pinnacle through VaultChat messages and in-person conversations, covering the exchange of competitively sensitive pricing information, agreements on price levels for each of the Relevant Products, allocation of customer accounts, and coordination of bid submissions to specific U.S. customers. The thirty-seven documented communications represent those for which the United States has been able to obtain direct or circumstantial evidence through device forensics, metadata analysis, cooperating witness testimony, and corroborating documentary evidence. The actual number of communications among the conspirators during the Conspiracy Period may have been substantially higher.
3. Telephone Calls.  
49.  In addition to VaultChat messages and in-person meetings, Holt, Edgerton, and Tsang conducted occasional telephone calls to discuss pricing and customer-allocation matters during the Conspiracy Period. Toll records obtained through grand jury subpoenas reflect calls between Holt's personal mobile telephone number and the personal mobile telephone numbers of Edgerton and Tsang on multiple occasions during the Conspiracy Period, including calls that occurred within days of documented price-list changes by TMC, Ridgecrest, or Pinnacle.
C. Specific Acts in Furtherance of the Conspiracy
1. Price-Fixing Conduct.  
50.  The conspirators agreed to fix, stabilize, and maintain prices for high-purity feldspar, industrial talc, and rare-earth concentrates sold to U.S. customers. The price-fixing agreements encompassed published list prices, minimum prices for negotiated customer contracts, and prices submitted in response to customer requests for proposals and competitive bid solicitations.
51.  Gavin Holt exchanged pricing information with Carl Edgerton and Kevin Tsang on at least thirty-seven documented occasions between approximately March 2017 and July 2021. The pricing information exchanged included current and planned price lists, proposed price increases and their timing, customer-specific pricing, and discount levels offered to key accounts.
52.  Following inter-competitor communications, Holt directed Sandra Chu, Director of Pricing Analytics, to adjust TMC's published price lists on at least twelve occasions during the Conspiracy Period. Each of these twelve documented pricing adjustments correlated in timing and direction with contemporaneous or near-contemporaneous price movements by Ridgecrest and Pinnacle for the same or comparable Relevant Products. Specifically, in each instance, the pricing adjustments directed by Holt occurred within two to fourteen days of a documented communication between Holt and one or both of his co-conspirators.
53.  The price adjustments were designed to maintain coordinated pricing levels across TMC, Ridgecrest, and Pinnacle for the Relevant Products, preventing price competition that would otherwise have resulted in lower prices to U.S. customers.
2. Market Allocation.  
54.  The conspirators agreed to allocate specific U.S. industrial and chemical-manufacturing customers among TMC, Ridgecrest, and Pinnacle to reduce competition for those customers' business. The customer-allocation agreements identified particular customer accounts that would be designated to a specific company, with the understanding that the other companies would refrain from aggressively competing for those accounts.
55.  The customer-allocation agreements resulted in the conspirators refraining from aggressively competing for certain allocated accounts, including by declining to submit competitive bids, offering only non-competitive pricing, or declining to pursue opportunities with allocated customers. The effect of these agreements was to reduce competitive pressure and maintain above-competitive pricing for the Relevant Products sold to the allocated customer accounts.
3. Bid-Rigging.  
56.  The conspirators coordinated bids submitted to certain U.S. customers that solicited competitive bids for the Relevant Products. The bid-rigging agreements were implemented in connection with requests for proposals, invitations to bid, and other competitive procurement processes conducted by U.S. industrial and chemical-manufacturing customers.
57.  Under the agreements, certain companies would submit intentionally non-competitive or inflated bids — commonly referred to as "cover bids" or "courtesy bids" — to ensure that the designated company would win the business at the agreed-upon price level. The submission of cover bids created the false appearance of competitive bidding while in fact the outcome was predetermined through the conspirators' prior agreement.
58.  The bid-rigging conduct deprived U.S. customers of the benefits of genuine competition and resulted in those customers paying higher prices for the Relevant Products than they would have paid in a competitive market.
VI. AFFECTED COMMERCE
A. Total Affected Commerce
59.  The United States estimates that the total volume of affected commerce — defined as the aggregate U.S. sales of high-purity feldspar, industrial talc, and rare-earth concentrates by TMC, Ridgecrest, and Pinnacle during the Conspiracy Period (approximately January 2017 through August 2021) — was approximately USD 1.34 billion. This figure represents the total revenue generated by the three conspirator companies from sales of the Relevant Products to U.S. customers during the Conspiracy Period.
B. TMC's Share of Affected Commerce
60.  TMC's share of the total affected commerce during the Conspiracy Period was approximately USD 478 million. This figure represents the total revenue generated by TMC (through its U.S. Specialty Minerals Division) from sales of the Relevant Products to U.S. customers during the Conspiracy Period.
61.  TMC's share represented approximately 35.7% of the total affected commerce (USD 478 million divided by USD 1.34 billion equals approximately 35.7%).
C. Basis for Affected Commerce Calculation
62.  The affected commerce calculation is based upon an analysis of TMC's, Ridgecrest's, and Pinnacle's U.S. sales records for the Relevant Products during the Conspiracy Period. The sales records were reviewed and analyzed by Hargrove Forensic Advisory LLC, an independent forensic accounting firm, under the direction of Calderwood & Harkness LLP, counsel for TMC. The methodology and results of the analysis were validated by the United States through its own independent review of the underlying sales data and supporting documentation.
63.  The final affected-commerce analysis was delivered to the United States on March 12, 2024, and was accepted by the United States as a reasonable and accurate estimate of the total affected commerce and TMC's share thereof.
VII. TMC'S ANTITRUST COMPLIANCE PROGRAM — DEFICIENCIES
64.  TMC adopted an antitrust compliance policy in approximately 2014. The policy was originally prepared by TMC's in-house legal department and distributed to TMC employees through the company's internal compliance portal. The policy contained general statements regarding the prohibitions of antitrust law, including prohibitions on price fixing, market allocation, and bid rigging, and instructed employees to consult with the legal department regarding any questions about competitive interactions.
65.  However, the compliance program was inadequate during the Conspiracy Period in the following material respects:
(a) Lack of Training. No annual antitrust compliance training had been conducted for personnel in the U.S. Specialty Minerals Division since approximately 2018. Prior to 2018, training had been conducted only sporadically and was not mandatory for all sales and pricing personnel. As a result, sales and pricing personnel within the Division — including Gavin Holt and his direct reports — had not received updated antitrust compliance training at any point during the majority of the Conspiracy Period.
(b) Absence of Trade-Association Monitoring. The compliance program did not include monitoring of trade-association interactions or attendance at industry conferences. There were no protocols requiring employees to report their participation in trade-association events, no requirements for pre- or post-event reviews with the legal department, and no guidelines for permissible and impermissible topics of discussion at industry gatherings such as NASMC quarterly conferences.
(c) No Competitor-Contact Monitoring. There was no audit or monitoring mechanism for competitor contacts by sales and pricing personnel. The compliance program did not require employees to log or disclose contacts with competitor personnel, and there was no systematic review or oversight of such contacts by the legal department or the compliance function.
(d) Overall Effectiveness. These deficiencies, taken together, allowed the conduct described herein to go undetected by TMC's management, legal department, and Board of Directors for the entire duration of the Conspiracy Period. The compliance program, as it existed during the Conspiracy Period, was inadequate to identify, prevent, or deter the anticompetitive conduct carried out by Gavin Holt and his counterparts at the co-conspirator entities.
VIII. KNOWLEDGE OF TMC'S SENIOR MANAGEMENT AND BOARD
66.  Based on the investigation conducted by TMC's counsel, Calderwood & Harkness LLP, which encompassed the review of approximately 555,000 documents (comprising approximately 3.2 million pages of email communications, electronic files, business records, and other documents) and in-person and telephonic interviews of twenty-three current and former TMC employees and officers, there is no evidence that TMC's Chief Executive Officer, Søren Dalmqvist; General Counsel, Priya Anand; Board Chair, Margaret Caldwell; or any other member of TMC's senior management or Board of Directors had knowledge of, authorized, or participated in the conspiracy described herein.
67.  The anticompetitive conduct was initiated and carried out by Gavin Holt, acting beyond the scope of any authority granted to him by TMC's management or Board. Although Holt held a senior sales position within the U.S. Specialty Minerals Division, the coordination of pricing and customer-allocation strategies with competitors was not authorized by TMC's policies, TMC's management, or TMC's Board of Directors, and was contrary to TMC's antitrust compliance policy, notwithstanding the deficiencies in that policy described in Section VII above.
68.  The results of TMC's internal investigation, as described in the proffer submitted to the United States on February 15, 2023, were reviewed by the United States. The United States has no information that contradicts the findings set forth in paragraphs 66 and 67 above.
IX. TMC'S COOPERATION AND REMEDIATION
A. Cooperation with the Investigation
69.  On February 14, 2022, TMC received Grand Jury Subpoena No. GJ-22-0194-SD-003, issued by the Grand Jury for the Northern District of California, San Francisco Division, commanding production of documents relating to the sale and pricing of specialty-mineral products in the United States. Upon receipt of the subpoena, TMC promptly engaged outside counsel, Calderwood & Harkness LLP, on February 18, 2022, to assist with the response and to conduct an internal investigation into the matters referenced in the subpoena.
70.  TMC issued a company-wide litigation hold on March 1, 2022, directing the preservation of all documents potentially relevant to the investigation. The litigation hold was communicated to all employees in the U.S. Specialty Minerals Division, as well as to relevant personnel in TMC's legal, compliance, finance, and information-technology departments.
71.  TMC produced approximately 555,000 documents, comprising approximately 3.2 million pages of email communications, electronic files, business records, financial data, and other documents, in response to two grand jury subpoenas: Subpoena No. GJ-22-0194-SD-003 (issued February 14, 2022) and Subpoena No. GJ-22-0194-SD-007 (issued June 30, 2022). TMC's document productions were made on a rolling basis and were substantially completed by November 2022. TMC cooperated fully with all requests for supplemental and follow-up productions.
72.  TMC conducted a thorough internal investigation under the direction of Calderwood & Harkness LLP. The internal investigation encompassed a comprehensive review of the documents collected and produced in response to the grand jury subpoenas, as well as interviews of twenty-three current and former TMC employees, including individuals in the U.S. Specialty Minerals Division's sales, pricing, operations, and management functions. TMC shared the results of its internal investigation with the United States through a detailed proffer submitted on February 15, 2023.
73.  TMC made current employees available for voluntary proffer sessions with the United States, including Sandra Chu, Director of Pricing Analytics (proffer session conducted on March 10, 2023), and Thomas Eriksen, Regional Sales Manager, Western Region (proffer session conducted on April 22, 2023). TMC did not seek to limit the scope of these proffer sessions and instructed the participating employees to provide complete and truthful information.
B. Compliance Remediation
74.  TMC retained Meridian Compliance Partners LLC, a nationally recognized compliance consulting firm, to design and implement an enhanced antitrust compliance program beginning on August 1, 2023. Meridian Compliance Partners LLC conducted a comprehensive assessment of TMC's existing compliance infrastructure and developed recommendations for an enhanced program addressing the deficiencies identified in Section VII above.
75.  On September 15, 2023, TMC submitted to the United States a comprehensive enhanced antitrust compliance program proposal developed by Meridian Compliance Partners LLC, which forms the basis for the Enhanced Antitrust Compliance Program described in Appendix A to the Agreement.
76.  TMC has committed to the following remediation measures, among others, as more fully set forth in Appendix A to the Agreement:
(a) The appointment of an independent Chief Compliance Officer reporting directly to the Board of Directors and not subject to removal without Board approval;
(b) Mandatory annual antitrust compliance training for all sales, pricing, commercial, and management personnel, with completion tracked and reported to the Chief Compliance Officer and the Board;
(c) Annual compliance certifications by the Chief Executive Officer and General Counsel attesting to their knowledge and understanding of TMC's antitrust compliance obligations;
(d) Comprehensive competitor-contact protocols requiring employees to log, disclose, and obtain pre-approval for contacts with competitor personnel regarding competitively sensitive topics; and
(e) Trade-association interaction policies requiring pre-approval for attendance at industry conferences, post-event written reports summarizing all interactions with competitor personnel, and regular legal-department review of trade-association activities.
X. HOLT CARVE-OUT
77.  This Agreed Statement of Facts and the Agreement do not cover Gavin Holt individually. The United States expressly reserves the right to prosecute Gavin Holt individually for the conduct described herein or any related conduct, including but not limited to violations of Section 1 of the Sherman Antitrust Act, 15 U.S.C. § 1, and any other applicable federal criminal statutes.
78.  As of the date of this Agreed Statement of Facts, Holt is no longer employed by TMC. Holt tendered his resignation to TMC in approximately August 2021, and his resignation became effective on September 30, 2021. Holt is separately represented by Briarcliff Law Group PLLC, 555 California Street, Suite 2900, San Francisco, California 94104.
79.  On June 14, 2022, Holt appeared before the Grand Jury for the Northern District of California, San Francisco Division, pursuant to a grand jury subpoena. At that appearance, Holt asserted his rights under the Fifth Amendment to the United States Constitution and declined to provide testimony. Holt also declined to participate in TMC's internal investigation conducted by Calderwood & Harkness LLP.
XI. PENALTY CALCULATION
80.  Under the DOJ Antitrust Division's standard methodology for calculating monetary penalties in non-prosecution agreements and plea agreements involving antitrust violations, the starting point for the monetary penalty is twenty percent (20%) of the defendant's affected commerce.
81.  TMC's affected commerce during the Conspiracy Period was USD 478 million, as set forth in Section VI above.
82.  Application of the twenty percent starting point to TMC's affected commerce yields a base penalty amount of USD 95.6 million (USD 478 million × 20% = USD 95,600,000).
83.  In recognition of TMC's substantial cooperation and remediation efforts, as described in Section IX above, the United States has applied a cooperation and remediation credit of approximately 49.2% to the base penalty amount. The cooperation and remediation credit reflects the United States' assessment of the quality and timeliness of TMC's cooperation, the comprehensiveness of TMC's internal investigation, TMC's willingness to make employees available for proffer sessions, and TMC's demonstrated commitment to compliance remediation.
84.  After application of the cooperation and remediation credit, the final monetary payment owed by TMC to the United States is USD 48,500,000 (Forty-Eight Million Five Hundred Thousand United States Dollars), payable to the United States Treasury within sixty (60) calendar days of execution of the Agreement. The payment due date is July 5, 2024.
XII. STIPULATIONS
85.  Torchlight Mining Corp. agrees and stipulates that the foregoing facts set forth in this Agreed Statement of Facts are true and accurate. TMC acknowledges that it has reviewed this Agreed Statement of Facts with its counsel, Calderwood & Harkness LLP, and fully understands the facts set forth herein and their legal significance.
86.  TMC acknowledges that if TMC were to breach the terms of the Agreement, the United States could use this Agreed Statement of Facts and any other information provided by TMC during its cooperation to prosecute TMC for the conduct described herein, including but not limited to a prosecution under Section 1 of the Sherman Antitrust Act, 15 U.S.C. § 1. TMC further acknowledges that, in the event of such a prosecution, this Agreed Statement of Facts would be admissible as evidence against TMC.
87.  This Agreed Statement of Facts may not be used by TMC or any other party as an admission in any civil proceeding, except as expressly permitted under the terms of the Agreement. Nothing in this Agreed Statement of Facts is intended to confer any rights upon any third party or to alter the rights of any private litigant under applicable law, except as expressly set forth in the Agreement.
SIGNATURES
The undersigned hereby execute this Agreed Statement of Facts as of the date set forth above.
FOR TORCHLIGHT MINING CORP.:
TORCHLIGHT MINING CORP.
By: ________
Name: Søren Dalmqvist
Title: Chief Executive Officer
Date: May 6, 2024
Approved as to form:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Elaine Forsythe
Title: Partner, Calderwood & Harkness LLP
Counsel for Torchlight Mining Corp.
Date: May 6, 2024
FOR THE UNITED STATES OF AMERICA:
UNITED STATES DEPARTMENT OF JUSTICE ANTITRUST DIVISION
By: ________
Name: Julia Stafford-Hayes
Title: Deputy Assistant Attorney General
Antitrust Division U.S. Department of Justice
Date: May 6, 2024
By: ________
Name: Denise Kowalski
Title: Trial Attorney
Antitrust Division, San Francisco Field Office U.S. Department of Justice
Date: May 6, 2024
By: ________
Name: Marcus Reeves
Title: Senior Trial Attorney
Antitrust Division, San Francisco Field Office U.S. Department of Justice
Date: May 6, 2024
Non-Prosecution Agreement Reference No.: ATR-SF-2024-00312 Grand Jury No.: GJ-22-0194, U.S. District Court, Northern District of California, San Francisco Division

APPENDIX B

AGREED STATEMENT OF FACTS

I. THE DEFENDANT AND RELATED ENTITIES

II. CO-CONSPIRATOR ENTITIES

III. RELEVANT INDIVIDUALS

IV. THE RELEVANT PRODUCTS AND MARKETS

V. THE CONSPIRACY

VI. AFFECTED COMMERCE

VIII. KNOWLEDGE OF TMC'S SENIOR MANAGEMENT AND BOARD

IX. TMC'S COOPERATION AND REMEDIATION

X. HOLT CARVE-OUT

XI. PENALTY CALCULATION

XII. STIPULATIONS

SIGNATURES

FOR TORCHLIGHT MINING CORP.:

TORCHLIGHT MINING CORP.

CALDERWOOD & HARKNESS LLP

FOR THE UNITED STATES OF AMERICA:

UNITED STATES DEPARTMENT OF JUSTICE ANTITRUST DIVISION

Record

Parties

Dates

Amounts