[sheet: Cover Sheet]
Field | Value
Document Title | Privilege Log — First Rolling Production
Date Prepared | April 4, 2022
Prepared By | Calderwood & Harkness LLP
Matter Number | 1039-00001
Client | Torchlight Mining Corp.
Grand Jury Number | GJ-22-0194, U.S. District Court, Northern District of California, San Francisco Division
Subpoena Number | GJ-22-0194-SD-003
Subpoena Date Served | February 14, 2022
Producing Party | Torchlight Mining Corp.
Producing Party Address | 200 Bay Street, Suite 3400, Toronto, ON M5J 2J2, Canada
Producing Party U.S. Address | 8750 West Sahara Avenue, Suite 210, Reno, NV 89117, USA
Outside Counsel | Calderwood & Harkness LLP, 555 California Street, 40th Floor, San Francisco, CA 94104
Responsible Attorney | Elaine Forsythe, Partner
Accompanying Production Volume | Approximately 42,000 documents
Privilege Bases Asserted | Attorney-Client Privilege; Work-Product Doctrine (Fed. R. Civ. P. 26(b)(3); Fed. R. Evid. 502)
Total Entries in Privilege Log | 93
Bates Prefix (Privileged Documents) | TMC-PRIV-
Clawback Agreement | Subject to FRE 502(d) order (if entered) and clawback provisions in Privilege Review Protocol
Reservation of Rights | Torchlight Mining Corp. reserves all rights to assert privilege over additional documents identified in subsequent productions and does not waive any privilege by inadvertent production.
[sheet: Privilege Log]
Log Entry No. | Bates Range — Begin | Bates Range — End | Document Date | Document Type | Author(s) | Author Title/Affiliation | Recipient(s) | Recipient Title/Affiliation | CC | CC Title/Affiliation | Subject Matter Description | Privilege Asserted | Privilege Basis Description
1 | TMC-PRIV-000001 | TMC-PRIV-000003 | 2022-02-18 | Letter | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand | General Counsel, Torchlight Mining Corp. | Engagement letter from outside counsel to client regarding legal representation in connection with DOJ Antitrust Division investigation | Attorney-Client Privilege | Confidential communication between attorney and client for the purpose of providing legal advice regarding the DOJ grand jury investigation (GJ-22-0194, N.D. Cal.)
2 | TMC-PRIV-000004 | TMC-PRIV-000006 | 2022-02-20 | Memorandum | Aaron Liu | Associate, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Monica Reyes | Associate, Calderwood & Harkness LLP | Internal attorney memorandum summarizing known facts and preliminary legal analysis regarding DOJ investigation into specialty-minerals pricing under Sherman Act Section 1 | Attorney-Client Privilege; Work Product | Attorney work product prepared in anticipation of litigation (grand jury investigation); reflects attorney mental impressions, conclusions, and legal theories
3 | TMC-PRIV-000007 | TMC-PRIV-000009 | 2022-02-22 | Email | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand | General Counsel, Torchlight Mining Corp. | Email from outside counsel to client's General Counsel regarding engagement follow-up, litigation hold procedures, and custodian identification in connection with DOJ investigation | Attorney-Client Privilege | Confidential communication from attorney to client providing legal advice regarding document preservation obligations and investigation response strategy
4 | TMC-PRIV-000010 | TMC-PRIV-000012 | 2022-02-25 | Memorandum with Spreadsheet Attachment | Howard Bellamy | Partner, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Internal attorney memorandum regarding matter budget, staffing plan, and projected costs for internal investigation and grand jury defense, Matter No. 1039-00001 | Attorney-Client Privilege; Work Product | Confidential attorney communication reflecting legal strategy, staffing, and budgeting decisions in connection with defense of grand jury investigation
5 | TMC-PRIV-000013 | TMC-PRIV-000015 | 2022-02-28 | Memorandum | Aaron Liu; Monica Reyes | Associates, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Internal attorney memorandum analyzing specifications, document categories, and scope of Grand Jury Subpoena No. GJ-22-0194-SD-003 | Attorney-Client Privilege; Work Product | Attorney work product prepared in anticipation of litigation reflecting attorney analysis and legal strategy regarding subpoena compliance
6 | TMC-PRIV-000016 | TMC-PRIV-000020 | 2022-03-01 | Memorandum (Draft Litigation Hold Notice) | Aaron Liu | Associate, Calderwood & Harkness LLP | Priya Anand | General Counsel, Torchlight Mining Corp. | Draft company-wide litigation hold notice prepared by outside counsel for issuance by client's General Counsel, with attorney cover memorandum regarding preservation obligations | Attorney-Client Privilege; Work Product | Confidential communication from attorney to client providing legal advice on document preservation obligations in connection with grand jury investigation; reflects attorney legal analysis
7 | TMC-PRIV-000021 | TMC-PRIV-000025 | 2022-03-01 | Memorandum (Targeted Litigation Hold) | Aaron Liu | Associate, Calderwood & Harkness LLP | Priya Anand | General Counsel, Torchlight Mining Corp. | Sandra Chu; Thomas Eriksen | Director, Pricing Analytics; Regional Sales Manager (Western Region), TMC U.S. Specialty Minerals Division | Supplemental targeted litigation hold with custodian-specific preservation instructions for U.S. Specialty Minerals Division personnel, including instructions regarding VaultChat messages and personal devices | Attorney-Client Privilege; Work Product | Confidential attorney communication to client and identified custodians providing legal guidance on preservation obligations; reflects attorney assessment of relevant data sources
8 | TMC-PRIV-000026 | TMC-PRIV-000030 | 2022-03-02 | Memorandum | Aaron Liu | Associate, Calderwood & Harkness LLP | Priya Anand | General Counsel, Torchlight Mining Corp. | Attorney memorandum to client's General Counsel outlining legal requirements regarding document preservation, spoliation risks, and recommended best practices for custodian compliance and IT coordination | Attorney-Client Privilege | Confidential communication from attorney to client providing legal advice regarding preservation obligations and spoliation risk in connection with grand jury investigation
9 | TMC-PRIV-000031 | TMC-PRIV-000034 | 2022-03-05 | Memorandum | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Elaine Forsythe; Aaron Liu; Monica Reyes | Calderwood & Harkness LLP | Internal investigation plan establishing scope, methodology, witness interview schedule, document review priorities, and timeline for investigation into alleged price-fixing conduct in U.S. Specialty Minerals Division | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney mental impressions, strategic analysis, and investigative methodology for defense of grand jury investigation
10 | TMC-PRIV-000035 | TMC-PRIV-000038 | 2022-03-10 | Memorandum | Monica Reyes | Associate, Calderwood & Harkness LLP | Aaron Liu; Elaine Forsythe | Calderwood & Harkness LLP | Privilege review protocol establishing attorney-client privilege and work-product doctrine review standards, escalation procedures, and clawback provisions under FRE 502(d) for TMC document production | Work Product | Attorney work product reflecting legal analysis and strategic decisions regarding privilege review methodology in connection with grand jury subpoena response
11 | TMC-PRIV-000039 | TMC-PRIV-000041 | 2022-03-04 | Letter | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Northland Mutual Insurance Co. | D&O Lead Insurer | Priya Anand | General Counsel, Torchlight Mining Corp. | Notice letter from outside counsel on behalf of client to D&O insurer tendering notice of DOJ grand jury investigation under Policy No. NMI-DO-2021-5547 | Attorney-Client Privilege | Confidential communication from attorney on behalf of client to insurer for the purpose of obtaining legal coverage; made in furtherance of legal advice regarding insurance rights
12 | TMC-PRIV-000042 | TMC-PRIV-000044 | 2022-03-08 | Memorandum | Monica Reyes | Associate, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Internal attorney memorandum confirming notice letters sent to excess-layer D&O carriers (Greystone Specialty Insurance Ltd. and Sentinel Re Ltd.) regarding the DOJ investigation | Attorney-Client Privilege; Work Product | Attorney work product reflecting legal analysis of D&O insurance tower and notice obligations; prepared in anticipation of litigation
13 | TMC-PRIV-000045 | TMC-PRIV-000048 | 2022-03-15 | Memorandum | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Søren Dalmqvist; Priya Anand | CEO; General Counsel, Torchlight Mining Corp. | Initial case assessment and status report from outside counsel to client's CEO and General Counsel providing legal analysis of DOJ investigation scope, preliminary assessment of client's exposure, and recommended immediate next steps | Attorney-Client Privilege; Work Product | Confidential communication from attorney to client providing legal advice regarding pending investigation; reflects attorney assessment of legal exposure and strategic recommendations
14 | TMC-PRIV-000049 | TMC-PRIV-000053 | 2022-03-18 | Memorandum | Monica Reyes | Associate, Calderwood & Harkness LLP | Aaron Liu; Elaine Forsythe | Calderwood & Harkness LLP | Data collection protocol and custodian list identifying 34 custodians at TMC, data sources (email, shared drives, VaultChat archives, personal devices, cloud storage), and forensic collection methodology for subpoena response | Work Product | Attorney work product prepared in anticipation of litigation reflecting attorney selection of custodians and data sources based on legal assessment of subpoena scope and investigation
15 | TMC-PRIV-000054 | TMC-PRIV-000058 | 2022-03-15 | Letter with Exhibits | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Neil Ashworth | Project Director, Redstone Digital Forensics Inc. | Aaron Liu | Associate, Calderwood & Harkness LLP | Engagement letter from outside counsel to e-discovery vendor retained under counsel's direction for forensic data collection, processing, and hosting of client's electronic data in connection with grand jury subpoena compliance | Work Product | Communication with non-testifying consultant/agent retained by counsel in anticipation of litigation; reflects attorney direction of litigation support services
16 | TMC-PRIV-000059 | TMC-PRIV-000063 | 2022-03-20 | Memorandum | Monica Reyes | Associate, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Aaron Liu | Associate, Calderwood & Harkness LLP | Attorney memorandum analyzing D&O insurance coverage under Policy No. NMI-DO-2021-5547 (Northland Mutual), including entity defense-cost coverage, individual coverage, regulatory/criminal-act exclusion, and excess-layer coverage under Greystone Specialty Insurance Ltd. and Sentinel Re Ltd. | Attorney-Client Privilege; Work Product | Attorney work product reflecting legal analysis of insurance coverage issues; prepared for the purpose of advising client on coverage rights in connection with DOJ investigation
17 | TMC-PRIV-000064 | TMC-PRIV-000065 | 2022-03-22 | Email with Attachment | Priya Anand | General Counsel, Torchlight Mining Corp. | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Email from client's General Counsel to outside counsel attaching TMC's antitrust compliance policy adopted in approximately 2014, seeking legal advice on adequacy of existing compliance program | Attorney-Client Privilege | Confidential communication from client to attorney seeking legal advice regarding adequacy of existing antitrust compliance program in light of DOJ investigation
18 | TMC-PRIV-000066 | TMC-PRIV-000069 | 2022-03-25 | Email Chain | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand | General Counsel, Torchlight Mining Corp. | Aaron Liu | Associate, Calderwood & Harkness LLP | Email chain between outside counsel and client's General Counsel discussing legal strategy for rolling document production, including sequencing priorities and privilege review approach for response to Subpoena GJ-22-0194-SD-003 | Attorney-Client Privilege; Work Product | Confidential attorney-client communication regarding litigation strategy for subpoena compliance; reflects attorney mental impressions regarding prioritization of production categories
19 | TMC-PRIV-000070 | TMC-PRIV-000071 | 2022-03-28 | Email | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand; Richard Fong | General Counsel; CFO, Torchlight Mining Corp. | Howard Bellamy | Partner, Calderwood & Harkness LLP | Email from outside counsel to client's General Counsel and CFO regarding coordination with independent auditor (Calvert & Associates LLP) on disclosure of DOJ investigation in TMC's FY 2021 annual report and establishment of litigation reserve | Attorney-Client Privilege | Confidential communication from attorney to client providing legal advice regarding public disclosure obligations and financial reporting in connection with pending investigation
20 | TMC-PRIV-000072 | TMC-PRIV-000074 | 2022-03-30 | Memorandum | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand; Richard Fong | General Counsel; CFO, Torchlight Mining Corp. | Attorney memorandum to client's General Counsel and CFO analyzing appropriate litigation reserve amount under applicable accounting standards (ASC 450 / IAS 37), recommending initial reserve of USD 30 million based on current stage of investigation and preliminary exposure assessment | Attorney-Client Privilege; Work Product | Confidential communication from attorney to client providing legal advice on litigation reserve; reflects attorney assessment of probable loss and legal exposure in connection with DOJ investigation
21 | TMC-PRIV-000075 | TMC-PRIV-000076 | 2022-04-01 | Email Chain | Aaron Liu | Associate, Calderwood & Harkness LLP | Monica Reyes | Associate, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Internal attorney email chain discussing preliminary observations from review of pricing analytics documents and VaultChat message fragments involving Gavin Holt and references to competitor contacts | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney mental impressions, analysis, and preliminary conclusions regarding evidence review
22 | TMC-PRIV-000077 | TMC-PRIV-000080 | 2022-04-02 | Email Chain with Attachments | Priya Anand | General Counsel, Torchlight Mining Corp. | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Email from client's General Counsel to outside counsel forwarding internal TMC communications regarding Gavin Holt's departure (September 30, 2021) and seeking legal advice on implications for the investigation | Attorney-Client Privilege | Confidential communication from client to attorney seeking legal advice; attachments forwarded for purpose of obtaining legal counsel regarding former employee's role in alleged conduct
23 | TMC-PRIV-000081 | TMC-PRIV-000083 | 2022-04-03 | Memorandum | Aaron Liu | Associate, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Attorney memorandum analyzing potential individual criminal exposure of Gavin Holt (former VP, U.S. Specialty Minerals Sales) based on preliminary document review findings, and implications for TMC's corporate defense strategy | Work Product | Attorney work product prepared in anticipation of litigation; contains attorney mental impressions, legal theories, and strategic analysis regarding individual vs. corporate exposure
24 | TMC-PRIV-000084 | TMC-PRIV-000086 | 2019-06-15 | Email Chain | Priya Anand | General Counsel, Torchlight Mining Corp. | Gavin Holt | VP, U.S. Specialty Minerals Sales, Torchlight Mining Corp. | Email from client's General Counsel to employee providing legal advice on antitrust compliance obligations regarding competitor contacts at trade association events, including NASMC conferences | Attorney-Client Privilege | Confidential communication from in-house counsel to employee providing legal advice regarding antitrust compliance and permissible competitor interactions at industry events
25 | TMC-PRIV-000087 | TMC-PRIV-000088 | 2020-02-10 | Email | Priya Anand | General Counsel, Torchlight Mining Corp. | Sandra Chu | Director, Pricing Analytics, U.S. Specialty Minerals Division, TMC | Email from client's General Counsel to employee providing legal guidance regarding pricing documentation practices and antitrust risk regarding exchange of pricing information | Attorney-Client Privilege | Confidential communication from in-house counsel to employee providing legal advice regarding antitrust compliance in pricing practices
26 | TMC-PRIV-000089 | TMC-PRIV-000092 | 2021-10-05 | Memorandum | Priya Anand | General Counsel, Torchlight Mining Corp. | Søren Dalmqvist | CEO, Torchlight Mining Corp. | Richard Fong | CFO, Torchlight Mining Corp. | Memorandum from client's General Counsel to CEO and CFO regarding initial document preservation steps taken in response to awareness of potential DOJ inquiry in the specialty-minerals sector, prior to formal engagement of outside counsel | Attorney-Client Privilege | Confidential communication from in-house counsel to client's senior management providing legal advice on preservation obligations and initial response to potential government investigation
27 | TMC-PRIV-000093 | TMC-PRIV-000095 | 2021-11-12 | Email Chain | Priya Anand | General Counsel, Torchlight Mining Corp. | Søren Dalmqvist | CEO, Torchlight Mining Corp. | Margaret Caldwell | Board Chair, Torchlight Mining Corp. | Email chain between client's General Counsel, CEO, and Board Chair discussing legal assessment of potential exposure from DOJ inquiry into specialty-minerals industry pricing practices | Attorney-Client Privilege | Confidential communication among client representatives and in-house counsel regarding legal assessment and advice concerning potential government investigation
28 | TMC-PRIV-000096 | TMC-PRIV-000098 | 2018-04-20 | Memorandum | Priya Anand | General Counsel, Torchlight Mining Corp. | Gavin Holt; Thomas Eriksen | VP, U.S. Specialty Minerals Sales; Regional Sales Manager (Western Region), TMC | Memorandum from client's General Counsel to sales personnel providing legal guidance regarding permissible and impermissible competitor contacts at upcoming NASMC quarterly conference in Arlington, VA | Attorney-Client Privilege | Confidential communication from in-house counsel to employees providing legal advice regarding antitrust compliance at trade association meetings
29 | TMC-PRIV-000099 | TMC-PRIV-000101 | 2022-02-15 | Email Chain | Priya Anand | General Counsel, Torchlight Mining Corp. | Søren Dalmqvist; Margaret Caldwell; Janet Moreau-Shaw | CEO; Board Chair; Audit Committee Chair, Torchlight Mining Corp. | Richard Fong | CFO, Torchlight Mining Corp. | Email chain among client's General Counsel, CEO, Board Chair, Audit Committee Chair, and CFO discussing receipt of grand jury subpoena (GJ-22-0194-SD-003) on February 14, 2022 and legal advice regarding selection of outside counsel and response strategy | Attorney-Client Privilege | Confidential communication among client representatives and in-house counsel seeking and providing legal advice regarding grand jury subpoena and selection of outside defense counsel
30 | TMC-PRIV-000102 | TMC-PRIV-000104 | 2022-02-16 | Email with Attachment | Priya Anand | General Counsel, Torchlight Mining Corp. | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Email from client's General Counsel to prospective outside counsel (prior to formal engagement) providing confidential background on TMC's receipt of grand jury subpoena, known facts regarding U.S. Specialty Minerals Division, and Gavin Holt's departure, for the purpose of seeking legal advice | Attorney-Client Privilege | Confidential communication from prospective client to attorney for the purpose of seeking legal advice regarding the DOJ grand jury investigation; pre-engagement consultation protected by attorney-client privilege
31 | TMC-PRIV-000105 | TMC-PRIV-000106 | 2022-03-29 | Email | Richard Fong | CFO, Torchlight Mining Corp. | Priya Anand | General Counsel, Torchlight Mining Corp. | Email from client's CFO to General Counsel regarding financial impact assessment of DOJ investigation and seeking legal advice on establishment of litigation reserve in TMC's FY 2021 financial statements | Attorney-Client Privilege | Confidential communication from client representative to in-house counsel seeking legal advice on financial disclosure and litigation reserve requirements
32 | TMC-PRIV-000107 | TMC-PRIV-000110 | 2022-03-30 | Email Chain | Priya Anand | General Counsel, Torchlight Mining Corp. | Daniel Moreau | Engagement Partner, Calvert & Associates LLP | Elaine Forsythe; Richard Fong | Partner, Calderwood & Harkness LLP; CFO, Torchlight Mining Corp. | Email chain among client's General Counsel, outside counsel, independent auditor, and CFO regarding disclosure coordination for DOJ investigation in TMC's FY 2021 annual report filed March 28, 2022 | Attorney-Client Privilege | Confidential communication involving client, outside counsel, and auditor acting as agent of client, made for the purpose of providing legal advice regarding public disclosure obligations; common-interest/Kovel doctrine applies to auditor communications
33 | TMC-PRIV-000111 | TMC-PRIV-000112 | 2022-04-01 | Email | Aaron Liu | Associate, Calderwood & Harkness LLP | Neil Ashworth | Project Director, Redstone Digital Forensics Inc. | Email from attorney to e-discovery vendor providing legal direction on collection priorities, search terms, and date-range parameters for forensic collection from TMC custodians' email accounts and VaultChat archives | Work Product | Communication with non-testifying consultant retained under attorney direction in anticipation of litigation; reflects attorney mental impressions regarding investigative priorities
34 | TMC-PRIV-000113 | TMC-PRIV-000115 | 2022-04-03 | Email Chain | Monica Reyes | Associate, Calderwood & Harkness LLP | Aaron Liu; Elaine Forsythe | Calderwood & Harkness LLP | Internal attorney email chain discussing privilege review determinations for documents involving communications between Gavin Holt and counterparts at Ridgecrest Minerals Inc. (Carl Edgerton) and Pinnacle Earth Resources Ltd. (Kevin Tsang), and whether certain documents reflect pre-existing legal advice from in-house counsel | Work Product | Attorney work product reflecting legal analysis and mental impressions regarding privilege determinations in connection with document production
35 | TMC-PRIV-000116 | TMC-PRIV-000118 | 2017-09-08 | Email | Priya Anand | General Counsel, Torchlight Mining Corp. | Gavin Holt | VP, U.S. Specialty Minerals Sales, Torchlight Mining Corp. | Email from client's General Counsel to employee providing legal advice on antitrust risks associated with exchanging pricing information with competitors in the high-purity feldspar and industrial talc markets | Attorney-Client Privilege | Confidential communication from in-house counsel to employee providing legal advice regarding antitrust compliance and pricing practices
36 | TMC-PRIV-000119 | TMC-PRIV-000121 | 2022-03-06 | Email Chain | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand | General Counsel, Torchlight Mining Corp. | Email chain between outside counsel and client's General Counsel regarding scheduling and preparation for witness interviews of U.S. Specialty Minerals Division personnel as part of internal investigation | Attorney-Client Privilege; Work Product | Confidential communication between attorney and client regarding internal investigation strategy; reflects attorney mental impressions concerning witness interview priorities
37 | TMC-PRIV-000122 | TMC-PRIV-000126 | 2022-03-07 | Memorandum | Aaron Liu | Associate, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Monica Reyes | Associate, Calderwood & Harkness LLP | Attorney memorandum summarizing Sherman Act Section 1 case law and DOJ Antitrust Division enforcement precedents regarding per se price-fixing in specialty-minerals and mining industries | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney legal research, analysis, and conclusions regarding applicable law and enforcement trends
38 | TMC-PRIV-000127 | TMC-PRIV-000130 | 2022-03-08 | Memorandum | Monica Reyes | Associate, Calderwood & Harkness LLP | Elaine Forsythe; Aaron Liu | Calderwood & Harkness LLP | Attorney memorandum analyzing DOJ Antitrust Division Leniency Program and Amnesty Plus policies, evaluating potential benefits and risks of voluntary disclosure for Torchlight Mining Corp. | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney mental impressions, legal theories, and strategic analysis regarding potential cooperation with DOJ
39 | TMC-PRIV-000131 | TMC-PRIV-000133 | 2022-03-09 | Email | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand | General Counsel, Torchlight Mining Corp. | Email from outside counsel to client's General Counsel advising on potential risks and benefits of voluntary self-disclosure to DOJ Antitrust Division under the Leniency Program | Attorney-Client Privilege; Work Product | Confidential communication from attorney to client providing legal advice on cooperation strategy; reflects attorney assessment of strategic options
40 | TMC-PRIV-000134 | TMC-PRIV-000136 | 2022-03-10 | Email Chain | Priya Anand | General Counsel, Torchlight Mining Corp. | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Email chain between client's General Counsel and outside counsel discussing client's position on voluntary self-disclosure and requesting further legal analysis regarding implications for ongoing business operations | Attorney-Client Privilege | Confidential communication between client and attorney seeking and providing legal advice regarding cooperation strategy in connection with DOJ investigation
41 | TMC-PRIV-000137 | TMC-PRIV-000140 | 2022-03-11 | Memorandum | Aaron Liu | Associate, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Attorney memorandum analyzing TMC's organizational structure for U.S. Specialty Minerals Division, identifying reporting lines, decision-making authority for pricing, and key personnel relevant to the DOJ investigation | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney analysis and factual investigation directed by counsel for purpose of developing defense strategy
42 | TMC-PRIV-000141 | TMC-PRIV-000145 | 2022-03-12 | Memorandum with Attachments | Monica Reyes | Associate, Calderwood & Harkness LLP | Elaine Forsythe; Aaron Liu | Calderwood & Harkness LLP | Attorney memorandum preparing interview outlines and key document summaries for witness interviews of Sandra Chu (Director, Pricing Analytics) and Thomas Eriksen (Regional Sales Manager, Western Region) | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney mental impressions, strategic analysis, and interview preparation materials
43 | TMC-PRIV-000146 | TMC-PRIV-000149 | 2022-03-14 | Memorandum | Aaron Liu; Monica Reyes | Associates, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Attorney memorandum memorializing witness interview of Sandra Chu conducted on March 13, 2022 at Calderwood & Harkness LLP offices, including summary of factual statements, attorney observations, and credibility assessment | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney mental impressions, observations, and assessment of witness credibility
44 | TMC-PRIV-000150 | TMC-PRIV-000153 | 2022-03-15 | Memorandum | Aaron Liu; Monica Reyes | Associates, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Attorney memorandum memorializing witness interview of Thomas Eriksen conducted on March 14, 2022, including summary of factual statements regarding Gavin Holt's interactions with competitor personnel at NASMC conferences | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney mental impressions, observations, and factual summaries from witness interview
45 | TMC-PRIV-000154 | TMC-PRIV-000156 | 2022-03-16 | Email Chain | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Aaron Liu; Monica Reyes | Associates, Calderwood & Harkness LLP | Internal attorney email chain discussing observations from Sandra Chu and Thomas Eriksen interviews, identifying follow-up questions, and prioritizing additional custodians for interview | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney mental impressions, strategic analysis, and assessment of witness statements
46 | TMC-PRIV-000157 | TMC-PRIV-000160 | 2022-03-17 | Memorandum | Aaron Liu | Associate, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Attorney memorandum analyzing VaultChat message fragments retrieved from forensic collection involving communications between Gavin Holt and unidentified external contacts, with preliminary assessment of relevance to price-fixing allegations | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney analysis and mental impressions regarding documentary evidence
47 | TMC-PRIV-000161 | TMC-PRIV-000163 | 2022-03-18 | Email | Neil Ashworth | Project Director, Redstone Digital Forensics Inc. | Aaron Liu | Associate, Calderwood & Harkness LLP | Email from e-discovery vendor to attorney reporting on forensic collection status, data volumes processed, and technical issues with VaultChat archive extraction, prepared under counsel's direction | Work Product | Communication from non-testifying consultant retained under attorney direction in anticipation of litigation; reflects litigation support work performed at attorney's direction
48 | TMC-PRIV-000164 | TMC-PRIV-000167 | 2022-03-19 | Memorandum | Monica Reyes | Associate, Calderwood & Harkness LLP | Elaine Forsythe; Aaron Liu | Calderwood & Harkness LLP | Attorney memorandum analyzing potential application of joint-defense or common-interest privilege with Ridgecrest Minerals Inc. and Pinnacle Earth Resources Ltd. if approached for cooperation discussions | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney legal analysis and strategic considerations regarding potential joint defense arrangements
49 | TMC-PRIV-000168 | TMC-PRIV-000170 | 2022-03-20 | Email Chain | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand | General Counsel, Torchlight Mining Corp. | Email chain between outside counsel and client's General Counsel discussing advisability and legal implications of contacting counsel for Ridgecrest Minerals Inc. regarding potential common-interest agreement | Attorney-Client Privilege; Work Product | Confidential communication between attorney and client providing legal advice on joint defense strategy; reflects attorney mental impressions and strategic recommendations
50 | TMC-PRIV-000171 | TMC-PRIV-000174 | 2022-03-21 | Memorandum with Attachments | Aaron Liu; Monica Reyes | Associates, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Attorney memorandum preparing interview outline for witness interview of James Whitfield (Senior Sales Executive, Eastern Region, U.S. Specialty Minerals Division), with attached key document summaries | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney mental impressions, strategic analysis, and interview preparation materials
51 | TMC-PRIV-000175 | TMC-PRIV-000178 | 2022-03-22 | Memorandum | Aaron Liu; Monica Reyes | Associates, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Attorney memorandum memorializing witness interview of James Whitfield conducted on March 21, 2022, including summary of statements regarding regional pricing coordination and communications with Gavin Holt | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney mental impressions, observations, and credibility assessment of witness
52 | TMC-PRIV-000179 | TMC-PRIV-000181 | 2022-03-23 | Email Chain | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Aaron Liu; Monica Reyes | Associates, Calderwood & Harkness LLP | Internal attorney email chain discussing discrepancies between statements of Sandra Chu, Thomas Eriksen, and James Whitfield regarding pricing approval processes and Gavin Holt's authority | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney analysis, mental impressions, and assessment of witness credibility and consistency
53 | TMC-PRIV-000182 | TMC-PRIV-000185 | 2022-03-24 | Memorandum with Attachments | Monica Reyes | Associate, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Attorney memorandum preparing interview outline for witness interview of Robert Navarro (VP, Business Development, U.S. Specialty Minerals Division), with attached organizational chart and key document summaries | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney mental impressions and interview preparation strategy
54 | TMC-PRIV-000186 | TMC-PRIV-000189 | 2022-03-25 | Memorandum | Aaron Liu | Associate, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Attorney memorandum memorializing witness interview of Robert Navarro conducted on March 24, 2022, including statements regarding U.S. Specialty Minerals Division pricing committee structure and Gavin Holt's role | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney mental impressions, observations, and factual summaries from witness interview
55 | TMC-PRIV-000190 | TMC-PRIV-000192 | 2022-03-26 | Email | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand | General Counsel, Torchlight Mining Corp. | Email from outside counsel to client's General Counsel providing interim update on internal investigation status, key findings from witness interviews, and recommended next steps for Board reporting | Attorney-Client Privilege; Work Product | Confidential communication from attorney to client providing legal advice and investigative findings; reflects attorney mental impressions and strategic recommendations
56 | TMC-PRIV-000193 | TMC-PRIV-000195 | 2022-03-27 | Email Chain | Priya Anand | General Counsel, Torchlight Mining Corp. | Margaret Caldwell; Janet Moreau-Shaw | Board Chair; Audit Committee Chair, Torchlight Mining Corp. | Søren Dalmqvist | CEO, Torchlight Mining Corp. | Email chain from client's General Counsel to Board Chair and Audit Committee Chair summarizing outside counsel's interim investigation update and requesting scheduling of special Board session for detailed briefing | Attorney-Client Privilege | Confidential communication among client representatives transmitting legal advice from outside counsel regarding the status of internal investigation and DOJ grand jury defense
57 | TMC-PRIV-000196 | TMC-PRIV-000200 | 2022-03-28 | Memorandum (Presentation Materials) | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Torchlight Mining Corp. Board of Directors | Board of Directors, Torchlight Mining Corp. | Priya Anand | General Counsel, Torchlight Mining Corp. | Confidential attorney presentation materials prepared for special session of TMC Board of Directors regarding DOJ investigation status, preliminary investigation findings, legal exposure assessment, and recommended defense strategy | Attorney-Client Privilege; Work Product | Confidential communication from attorney to client's Board of Directors providing legal advice; reflects attorney mental impressions, legal theories, and strategic analysis regarding investigation defense
58 | TMC-PRIV-000201 | TMC-PRIV-000203 | 2022-03-28 | Memorandum | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Howard Bellamy | Partner, Calderwood & Harkness LLP | Internal attorney memorandum regarding anticipated staffing needs for second phase of document review and potential engagement of contract review attorneys through Calderwood & Harkness's managed review program | Work Product | Attorney work product reflecting legal strategy, staffing, and resource allocation decisions in connection with defense of grand jury investigation
59 | TMC-PRIV-000204 | TMC-PRIV-000206 | 2018-09-14 | Email Chain | Priya Anand | General Counsel, Torchlight Mining Corp. | Gavin Holt; Thomas Eriksen; James Whitfield | VP, U.S. Specialty Minerals Sales; Regional Sales Manager (Western Region); Senior Sales Executive (Eastern Region), TMC | Email from client's General Counsel to U.S. Specialty Minerals sales personnel providing legal guidance regarding updated DOJ/FTC Antitrust Guidelines for Collaborations Among Competitors and implications for trade association participation | Attorney-Client Privilege | Confidential communication from in-house counsel to employees providing legal advice regarding antitrust compliance obligations
60 | TMC-PRIV-000207 | TMC-PRIV-000210 | 2019-01-22 | Memorandum with Attachment | Priya Anand | General Counsel, Torchlight Mining Corp. | Søren Dalmqvist | CEO, Torchlight Mining Corp. | Memorandum from client's General Counsel to CEO presenting proposed revisions to TMC's antitrust compliance policy, attaching redlined draft policy for CEO approval | Attorney-Client Privilege | Confidential communication from in-house counsel to client's CEO providing legal advice regarding antitrust compliance program enhancements
61 | TMC-PRIV-000211 | TMC-PRIV-000214 | 2019-03-15 | Memorandum (Training Materials) | Priya Anand | General Counsel, Torchlight Mining Corp. | U.S. Specialty Minerals Division Sales Team | Torchlight Mining Corp. | Antitrust compliance training materials prepared by client's General Counsel for mandatory annual training of U.S. Specialty Minerals Division sales personnel, including hypothetical scenarios regarding competitor contacts | Attorney-Client Privilege | Confidential communication from in-house counsel to employees providing legal advice and training regarding antitrust compliance obligations
62 | TMC-PRIV-000215 | TMC-PRIV-000217 | 2020-05-18 | Email Chain | Priya Anand | General Counsel, Torchlight Mining Corp. | Gavin Holt | VP, U.S. Specialty Minerals Sales, Torchlight Mining Corp. | Email chain between client's General Counsel and employee regarding legal advice on permissibility of proposed customer allocation arrangement in Western Region for industrial talc product line | Attorney-Client Privilege | Confidential communication between in-house counsel and employee seeking and providing legal advice regarding proposed business arrangement with potential antitrust implications
63 | TMC-PRIV-000218 | TMC-PRIV-000220 | 2020-08-12 | Email | Priya Anand | General Counsel, Torchlight Mining Corp. | Sandra Chu; Robert Navarro | Director, Pricing Analytics; VP, Business Development, U.S. Specialty Minerals Division, TMC | Email from client's General Counsel to employees providing legal guidance regarding proper documentation of pricing decisions and avoidance of language that could be construed as evidence of competitor coordination | Attorney-Client Privilege | Confidential communication from in-house counsel to employees providing legal advice regarding documentation practices and antitrust risk mitigation
64 | TMC-PRIV-000221 | TMC-PRIV-000224 | 2021-04-09 | Email Chain | Gavin Holt | VP, U.S. Specialty Minerals Sales, Torchlight Mining Corp. | Priya Anand | General Counsel, Torchlight Mining Corp. | Email from employee to client's General Counsel seeking legal advice regarding competitor outreach received from Carl Edgerton (Ridgecrest Minerals Inc.) regarding proposed industry benchmarking initiative | Attorney-Client Privilege | Confidential communication from employee to in-house counsel seeking legal advice regarding permissibility of competitor interaction
65 | TMC-PRIV-000225 | TMC-PRIV-000227 | 2021-04-12 | Email | Priya Anand | General Counsel, Torchlight Mining Corp. | Gavin Holt | VP, U.S. Specialty Minerals Sales, Torchlight Mining Corp. | Responsive email from client's General Counsel to employee providing legal advice regarding permissible scope of industry benchmarking discussions with competitors and recommending restrictions on information sharing | Attorney-Client Privilege | Confidential communication from in-house counsel to employee providing legal advice regarding competitor interactions and antitrust compliance
66 | TMC-PRIV-000228 | TMC-PRIV-000230 | 2021-07-19 | Email Chain | Priya Anand | General Counsel, Torchlight Mining Corp. | Søren Dalmqvist | CEO, Torchlight Mining Corp. | Email chain between client's General Counsel and CEO discussing legal assessment of Gavin Holt's performance concerns and potential termination, including legal advice on separation agreement terms and post-employment restrictive covenants | Attorney-Client Privilege | Confidential communication between in-house counsel and client's CEO providing legal advice regarding employment decisions and separation terms
67 | TMC-PRIV-000231 | TMC-PRIV-000234 | 2021-09-15 | Memorandum with Attachment | Priya Anand | General Counsel, Torchlight Mining Corp. | Søren Dalmqvist | CEO, Torchlight Mining Corp. | Richard Fong | CFO, Torchlight Mining Corp. | Attorney memorandum from client's General Counsel to CEO and CFO attaching draft separation agreement for Gavin Holt, with analysis of non-disparagement, cooperation, and document-return obligations | Attorney-Client Privilege | Confidential communication from in-house counsel to client's senior management providing legal advice regarding terms of employee separation agreement
68 | TMC-PRIV-000235 | TMC-PRIV-000237 | 2021-09-28 | Email | Priya Anand | General Counsel, Torchlight Mining Corp. | Gavin Holt | VP, U.S. Specialty Minerals Sales, Torchlight Mining Corp. | Email from client's General Counsel to employee transmitting final separation agreement and release, with cover communication providing legal explanation of terms and obligations upon departure effective September 30, 2021 | Attorney-Client Privilege | Confidential communication from in-house counsel to employee providing legal advice regarding separation agreement terms and post-employment obligations
69 | TMC-PRIV-000238 | TMC-PRIV-000240 | 2022-03-29 | Memorandum | Aaron Liu | Associate, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Attorney memorandum analyzing enforceability of cooperation clause in Gavin Holt's separation agreement and TMC's legal options for compelling Holt's participation in internal investigation | Attorney-Client Privilege; Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney legal analysis regarding client's contractual rights vis-à-vis former employee in context of grand jury investigation
70 | TMC-PRIV-000241 | TMC-PRIV-000243 | 2022-03-30 | Email Chain | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand | General Counsel, Torchlight Mining Corp. | Email chain between outside counsel and client's General Counsel discussing strategy for outreach to Gavin Holt's personal counsel (if retained) regarding internal investigation cooperation and potential proffer | Attorney-Client Privilege; Work Product | Confidential communication between attorney and client regarding litigation strategy; reflects attorney mental impressions regarding former employee cooperation
71 | TMC-PRIV-000244 | TMC-PRIV-000246 | 2022-03-31 | Email | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand; Søren Dalmqvist | General Counsel; CEO, Torchlight Mining Corp. | Email from outside counsel to client's General Counsel and CEO providing legal advice regarding TMC's Fifth Amendment and Sixth Amendment considerations in connection with potential employee testimony before the grand jury | Attorney-Client Privilege | Confidential communication from attorney to client providing legal advice regarding constitutional rights and grand jury testimony
72 | TMC-PRIV-000247 | TMC-PRIV-000250 | 2022-04-01 | Memorandum | Monica Reyes | Associate, Calderwood & Harkness LLP | Elaine Forsythe; Aaron Liu | Calderwood & Harkness LLP | Attorney memorandum analyzing potential Garrity-type warnings and Upjohn warnings required for interviews of current TMC employees in the context of internal investigation conducted under grand jury proceedings | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney legal analysis regarding employee interview protocols and corporate vs. individual privilege considerations
73 | TMC-PRIV-000251 | TMC-PRIV-000254 | 2022-04-01 | Memorandum | Aaron Liu | Associate, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Attorney memorandum analyzing scope of TMC's obligations under the subpoena regarding documents located at TMC's Canadian headquarters and international subsidiaries, including extraterritoriality and mutual legal assistance treaty considerations | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney legal analysis regarding jurisdictional scope of grand jury subpoena
74 | TMC-PRIV-000255 | TMC-PRIV-000257 | 2022-04-02 | Email Chain | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand | General Counsel, Torchlight Mining Corp. | Aaron Liu | Associate, Calderwood & Harkness LLP | Email chain between outside counsel and client's General Counsel discussing legal advice regarding production of documents maintained at TMC's Toronto headquarters and applicability of Canadian blocking statutes | Attorney-Client Privilege | Confidential communication between attorney and client providing legal advice regarding jurisdictional issues and production obligations under Canadian and U.S. law
75 | TMC-PRIV-000258 | TMC-PRIV-000261 | 2022-04-02 | Memorandum | Monica Reyes | Associate, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Attorney memorandum summarizing document review statistics, privilege call rates, and quality control sampling results for first production batch of approximately 42,000 documents | Work Product | Attorney work product reflecting attorney analysis and quality control assessment of document production in anticipation of litigation
76 | TMC-PRIV-000262 | TMC-PRIV-000264 | 2022-04-02 | Email Chain | Aaron Liu | Associate, Calderwood & Harkness LLP | Neil Ashworth | Project Director, Redstone Digital Forensics Inc. | Monica Reyes | Associate, Calderwood & Harkness LLP | Email chain between attorney and e-discovery vendor regarding final production formatting specifications, Bates-stamping parameters, and load file configuration for first rolling production to DOJ | Work Product | Communication with non-testifying consultant retained under attorney direction in anticipation of litigation; reflects attorney direction of production logistics
77 | TMC-PRIV-000265 | TMC-PRIV-000267 | 2022-04-03 | Email | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand | General Counsel, Torchlight Mining Corp. | Email from outside counsel to client's General Counsel providing final pre-production status report, confirming privilege log completeness, and seeking client authorization for first rolling production on April 4, 2022 | Attorney-Client Privilege | Confidential communication from attorney to client seeking authorization and providing legal advice regarding document production in response to grand jury subpoena
78 | TMC-PRIV-000268 | TMC-PRIV-000269 | 2022-04-03 | Email | Priya Anand | General Counsel, Torchlight Mining Corp. | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Responsive email from client's General Counsel to outside counsel confirming client authorization for first rolling production and providing instructions regarding privilege log transmittal to DOJ | Attorney-Client Privilege | Confidential communication from client to attorney regarding authorization and instructions for subpoena compliance; made in the context of attorney-client relationship
79 | TMC-PRIV-000270 | TMC-PRIV-000273 | 2022-03-31 | Memorandum with Attachments | Aaron Liu; Monica Reyes | Associates, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Attorney memorandum preparing interview outline for witness interview of Karen Ostrowski (Director, Supply Chain Operations, U.S. Specialty Minerals Division), with attached key document summaries | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney mental impressions, interview strategy, and document analysis
80 | TMC-PRIV-000274 | TMC-PRIV-000277 | 2022-04-01 | Memorandum | Aaron Liu | Associate, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Monica Reyes | Associate, Calderwood & Harkness LLP | Attorney memorandum memorializing witness interview of Karen Ostrowski conducted on March 31, 2022, including statements regarding supply allocation practices and communications between sales and operations departments | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney mental impressions, observations, and assessment of witness statements
81 | TMC-PRIV-000278 | TMC-PRIV-000280 | 2019-11-04 | Email | Priya Anand | General Counsel, Torchlight Mining Corp. | Gavin Holt; Robert Navarro | VP, U.S. Specialty Minerals Sales; VP, Business Development, U.S. Specialty Minerals Division, TMC | Email from client's General Counsel to employees providing legal advice regarding permissible scope of discussions at upcoming NASMC annual conference in San Diego, CA, including specific guidance on avoiding price-related discussions with Ridgecrest Minerals and Pinnacle Earth Resources representatives | Attorney-Client Privilege | Confidential communication from in-house counsel to employees providing legal advice regarding antitrust compliance at trade association event
82 | TMC-PRIV-000281 | TMC-PRIV-000283 | 2020-11-16 | Email Chain | Sandra Chu | Director, Pricing Analytics, U.S. Specialty Minerals Division, TMC | Priya Anand | General Counsel, Torchlight Mining Corp. | Email from employee to client's General Counsel seeking legal advice regarding whether proposed industry-wide pricing survey conducted through NASMC raises antitrust concerns | Attorney-Client Privilege | Confidential communication from employee to in-house counsel seeking legal advice regarding antitrust risks associated with industry pricing survey
83 | TMC-PRIV-000284 | TMC-PRIV-000286 | 2020-11-19 | Email | Priya Anand | General Counsel, Torchlight Mining Corp. | Sandra Chu | Director, Pricing Analytics, U.S. Specialty Minerals Division, TMC | Responsive email from client's General Counsel to employee providing legal advice regarding participation parameters for NASMC industry pricing survey, including restrictions on disclosure of company-specific current pricing data | Attorney-Client Privilege | Confidential communication from in-house counsel to employee providing legal advice regarding antitrust compliance in connection with industry survey participation
84 | TMC-PRIV-000287 | TMC-PRIV-000290 | 2022-04-03 | Memorandum | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand | General Counsel, Torchlight Mining Corp. | Attorney memorandum to client's General Counsel providing comprehensive legal analysis of TMC's potential exposure under Sherman Act Section 1, including assessment of per se vs. rule-of-reason framework, relevant market definition, and preliminary damages analysis | Attorney-Client Privilege; Work Product | Confidential communication from attorney to client providing legal advice on potential liability exposure; reflects attorney mental impressions, legal theories, and strategic analysis
85 | TMC-PRIV-000291 | TMC-PRIV-000294 | 2022-04-03 | Memorandum | Monica Reyes | Associate, Calderwood & Harkness LLP | Elaine Forsythe; Aaron Liu | Calderwood & Harkness LLP | Attorney memorandum analyzing potential follow-on civil antitrust treble damages exposure under Clayton Act Section 4, surveying recent specialty-minerals industry class action precedents and estimating potential aggregate civil liability | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney legal research, analysis, and conclusions regarding potential civil exposure arising from DOJ investigation
86 | TMC-PRIV-000295 | TMC-PRIV-000297 | 2022-04-03 | Email Chain | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Aaron Liu; Monica Reyes | Associates, Calderwood & Harkness LLP | Internal attorney email chain discussing final quality control review of privilege log entries and confirming completeness of privilege assertions for all withheld documents in first rolling production | Work Product | Attorney work product reflecting attorney analysis and decision-making regarding privilege log preparation and quality control in connection with subpoena response
87 | TMC-PRIV-000298 | TMC-PRIV-000300 | 2021-06-10 | Email Chain | Thomas Eriksen | Regional Sales Manager (Western Region), U.S. Specialty Minerals Division, TMC | Priya Anand | General Counsel, Torchlight Mining Corp. | Email from employee to client's General Counsel seeking legal advice regarding unusual pricing pattern observed in Western Region competitive bids and whether internal reporting obligation is triggered | Attorney-Client Privilege | Confidential communication from employee to in-house counsel seeking legal advice regarding potential antitrust issues and internal reporting obligations
88 | TMC-PRIV-000301 | TMC-PRIV-000303 | 2021-06-14 | Email | Priya Anand | General Counsel, Torchlight Mining Corp. | Thomas Eriksen | Regional Sales Manager (Western Region), U.S. Specialty Minerals Division, TMC | Responsive email from client's General Counsel to employee providing legal advice on internal reporting procedures under TMC's antitrust compliance policy and recommended next steps regarding observed pricing anomaly | Attorney-Client Privilege | Confidential communication from in-house counsel to employee providing legal advice regarding compliance reporting obligations and antitrust risk assessment
89 | TMC-PRIV-000304 | TMC-PRIV-000307 | 2022-03-12 | Email Chain | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand | General Counsel, Torchlight Mining Corp. | Aaron Liu | Associate, Calderwood & Harkness LLP | Email chain between outside counsel and client's General Counsel discussing need for retention of separate personal counsel for individual TMC employees who may face individual exposure in the DOJ investigation, including Upjohn warning requirements | Attorney-Client Privilege | Confidential communication between attorney and client providing legal advice regarding individual employee representation issues and corporate counsel's obligations under Model Rules of Professional Conduct
90 | TMC-PRIV-000308 | TMC-PRIV-000310 | 2022-03-14 | Letter | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand | General Counsel, Torchlight Mining Corp. | Letter from outside counsel to client's General Counsel providing template Upjohn warning and recommended script for use in employee interviews conducted as part of internal investigation | Attorney-Client Privilege; Work Product | Confidential communication from attorney to client providing legal advice on interview protocols; reflects attorney analysis of ethical obligations in corporate internal investigations
91 | TMC-PRIV-000311 | TMC-PRIV-000314 | 2022-04-02 | Memorandum | Aaron Liu | Associate, Calderwood & Harkness LLP | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Attorney memorandum analyzing potential application of crime-fraud exception to attorney-client privilege for certain pre-investigation communications between Gavin Holt and TMC's General Counsel, concluding that exception does not apply based on available evidence | Work Product | Attorney work product prepared in anticipation of litigation; reflects attorney legal analysis and mental impressions regarding privilege durability and potential government challenges
92 | TMC-PRIV-000315 | TMC-PRIV-000318 | 2022-04-03 | Memorandum | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Priya Anand; Søren Dalmqvist | General Counsel; CEO, Torchlight Mining Corp. | Richard Fong | CFO, Torchlight Mining Corp. | Attorney memorandum to client's General Counsel, CEO, and CFO providing comprehensive summary of first rolling production, identifying key categories of documents produced, documents withheld on privilege, and recommended priorities for second phase of internal investigation | Attorney-Client Privilege; Work Product | Confidential communication from attorney to client providing legal advice on production summary and investigative next steps; reflects attorney mental impressions and strategic recommendations
93 | TMC-PRIV-000319 | TMC-PRIV-000321 | 2022-04-04 | Letter | Elaine Forsythe | Partner, Calderwood & Harkness LLP | Assistant U.S. Attorney, DOJ Antitrust Division | U.S. Department of Justice, Antitrust Division, San Francisco Field Office | Priya Anand | General Counsel, Torchlight Mining Corp. | Cover letter from outside counsel transmitting first rolling production of approximately 42,000 documents and accompanying privilege log to the DOJ in response to Grand Jury Subpoena No. GJ-22-0194-SD-003, with reservation of rights regarding ongoing production obligations | Attorney-Client Privilege; Work Product | Confidential attorney communication prepared on behalf of client in connection with subpoena compliance; cover letter reflects attorney strategic decisions regarding production scope and privilege assertions