| Log Entry No. | Bates Begin | Bates End | Document Date | Document Type | Author(s) | Recipient(s) | CC/Other Recipients | Subject/Description | Number of Pages | Privilege Asserted | Privilege Basis Description |
| 1 | TMC-SP2-PRIV-00001 | TMC-SP2-PRIV-00003 | 2019-06-12 | Email with attachment | Priya Anand (General Counsel, Torchlight Mining Corp.) | Gavin Holt (VP, U.S. Specialty Minerals Sales, Torchlight Mining Corp.) | Email from General Counsel to VP of U.S. Specialty Minerals Sales providing legal advice regarding antitrust compliance obligations in connection with competitor interactions at NASMC quarterly conference scheduled for July 2019 | 3 | Attorney-Client Privilege | Confidential communication from in-house counsel to client employee seeking to provide legal advice regarding antitrust compliance obligations and permissible conduct at industry trade association events |
| 2 | TMC-SP2-PRIV-00004 | TMC-SP2-PRIV-00006 | 2020-02-18 | Memorandum | Priya Anand (General Counsel, Torchlight Mining Corp.) | Søren Dalmqvist (CEO, Torchlight Mining Corp.) | Richard Fong (CFO, Torchlight Mining Corp.) | Internal legal memorandum from General Counsel to CEO and CFO analyzing legal risks associated with U.S. Specialty Minerals Division pricing practices and recommending compliance enhancements | 3 | Attorney-Client Privilege | Confidential communication from in-house counsel to senior management providing legal analysis and advice regarding antitrust risk assessment of divisional pricing practices |
| 3 | TMC-SP2-PRIV-00007 | TMC-SP2-PRIV-00009 | 2020-09-04 | Email chain | Priya Anand (General Counsel, Torchlight Mining Corp.) | Sandra Chu (Director, Pricing Analytics, U.S. Specialty Minerals Division, Torchlight Mining Corp.) | Email chain between General Counsel and Director of Pricing Analytics discussing legal parameters for pricing adjustments to customer contracts for high-purity feldspar and industrial talc | 3 | Attorney-Client Privilege | Confidential communication between in-house counsel and client employee in which legal advice was sought and provided regarding the permissible scope of pricing adjustments under applicable antitrust law |
| 4 | TMC-SP2-PRIV-00010 | TMC-SP2-PRIV-00012 | 2021-03-22 | Email with attachment | Priya Anand (General Counsel, Torchlight Mining Corp.) | Gavin Holt (VP, U.S. Specialty Minerals Sales, Torchlight Mining Corp.) | Thomas Eriksen (Regional Sales Manager, Western Region, Torchlight Mining Corp.) | Email from General Counsel attaching updated antitrust compliance guidance memorandum for U.S. Specialty Minerals Division personnel regarding competitor contact protocols at NASMC conferences | 3 | Attorney-Client Privilege | Confidential communication from in-house counsel to client employees providing legal guidance on antitrust compliance requirements applicable to trade association interactions |
| 5 | TMC-SP2-PRIV-00013 | TMC-SP2-PRIV-00014 | 2021-07-15 | Email | Priya Anand (General Counsel, Torchlight Mining Corp.) | Søren Dalmqvist (CEO, Torchlight Mining Corp.) | Email from General Counsel to CEO providing legal advice regarding implications of Gavin Holt's announced departure and recommended steps to preserve relevant documents in the U.S. Specialty Minerals Division | 2 | Attorney-Client Privilege | Confidential communication from in-house counsel to CEO providing legal advice regarding document preservation obligations and potential legal exposure in connection with personnel departure |
| 6 | TMC-SP2-PRIV-00015 | TMC-SP2-PRIV-00018 | 2022-02-15 | Email chain with attachment | Priya Anand (General Counsel, Torchlight Mining Corp.) | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Aaron Liu (Associate, Calderwood & Harkness LLP) | Email chain between TMC General Counsel and outside counsel at Calderwood & Harkness transmitting pricing data compilations and discussing legal strategy in response to Grand Jury Subpoena No. GJ-22-0194-SD-003 | 4 | Attorney-Client Privilege; Work Product Doctrine | Confidential communication between client and outside litigation counsel made for purposes of obtaining legal advice in connection with pending grand jury investigation; attachment reflects mental impressions and legal strategy of counsel |
| 7 | TMC-SP2-PRIV-00019 | TMC-SP2-PRIV-00024 | 2022-03-08 | Memorandum | Aaron Liu (Associate, Calderwood & Harkness LLP) | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Monica Reyes (Associate, Calderwood & Harkness LLP) | Internal Calderwood & Harkness memorandum analyzing pricing data patterns for rare-earth concentrates and high-purity feldspar sold by TMC's U.S. Specialty Minerals Division from 2017 through 2021 in the context of grand jury subpoena response strategy | 6 | Work Product Doctrine; Attorney-Client Privilege | Document prepared by counsel in anticipation of litigation and in connection with pending grand jury investigation, reflecting attorneys' mental impressions, legal theories, and case strategy regarding analysis of client pricing data |
| 8 | TMC-SP2-PRIV-00025 | TMC-SP2-PRIV-00027 | 2022-04-20 | Email chain | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Priya Anand (General Counsel, Torchlight Mining Corp.) | Howard Bellamy (Partner, Calderwood & Harkness LLP) | Email chain between outside counsel and TMC General Counsel discussing legal strategy regarding potential DOJ target letter, implications for cooperation posture, and assessment of individual exposure of TMC employees in connection with specialty minerals pricing investigation | 3 | Attorney-Client Privilege; Work Product Doctrine | Confidential communication between outside counsel and client made for purposes of providing legal advice regarding anticipated government enforcement action; reflects counsel's mental impressions and strategic assessments |
| 9 | TMC-SP2-PRIV-00028 | TMC-SP2-PRIV-00030 | 2022-05-22 | Memorandum | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Søren Dalmqvist (CEO, Torchlight Mining Corp.); Priya Anand (General Counsel, Torchlight Mining Corp.) | Memorandum from outside counsel to TMC CEO and General Counsel analyzing DOJ target letter dated May 20, 2022 and providing legal advice regarding TMC's options and recommended response strategy | 3 | Attorney-Client Privilege; Work Product Doctrine | Confidential communication from outside counsel to client providing legal analysis and strategic advice in connection with pending grand jury investigation; reflects counsel's assessment of legal exposure and litigation strategy |
| 10 | TMC-SP2-PRIV-00031 | TMC-SP2-PRIV-00034 | 2022-06-15 | Email chain with attachment | Aaron Liu (Associate, Calderwood & Harkness LLP) | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Monica Reyes (Associate, Calderwood & Harkness LLP) | Internal Calderwood & Harkness email chain analyzing VaultChat message recovery from Gavin Holt's TMC-issued device and assessing implications for TMC's defense strategy regarding alleged competitor communications on pricing of industrial talc and rare-earth concentrates | 4 | Work Product Doctrine | Document prepared by counsel in anticipation of litigation reflecting attorneys' mental impressions, case analysis, and strategic assessments regarding evidence recovered in connection with grand jury investigation |
| 11 | TMC-SP2-PRIV-00035 | TMC-SP2-PRIV-00040 | 2022-07-18 | Memorandum with exhibits | Aaron Liu (Associate, Calderwood & Harkness LLP) | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Calderwood & Harkness privileged memorandum documenting internal investigation interview of Sandra Chu (Director, Pricing Analytics, U.S. Specialty Minerals Division, TMC) regarding pricing adjustment instructions received from Gavin Holt and her understanding of TMC's pricing processes for high-purity feldspar, industrial talc, and rare-earth concentrates | 6 | Attorney-Client Privilege; Work Product Doctrine | Document prepared by counsel in anticipation of litigation memorializing witness interview conducted as part of internal investigation directed by counsel; reflects attorneys' selection, organization, and analysis of factual information in the context of pending grand jury investigation |
| 12 | TMC-SP2-PRIV-00041 | TMC-SP2-PRIV-00046 | 2022-07-22 | Memorandum with exhibits | Aaron Liu (Associate, Calderwood & Harkness LLP) | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Calderwood & Harkness privileged memorandum documenting internal investigation interview of Thomas Eriksen (Regional Sales Manager, Western Region, U.S. Specialty Minerals Division, TMC) regarding attendance at NASMC quarterly conferences and knowledge of competitor interactions | 6 | Attorney-Client Privilege; Work Product Doctrine | Document prepared by counsel in anticipation of litigation memorializing witness interview conducted as part of internal investigation directed by counsel; reflects attorneys' mental impressions and strategic analysis |
| 13 | TMC-SP2-PRIV-00047 | TMC-SP2-PRIV-00050 | 2022-09-15 | Memorandum | Aaron Liu (Associate, Calderwood & Harkness LLP); Monica Reyes (Associate, Calderwood & Harkness LLP) | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Internal Calderwood & Harkness memorandum analyzing recovered VaultChat encrypted-messaging communications involving Gavin Holt, categorizing exchanges with Carl Edgerton (Ridgecrest Minerals Inc.) and Kevin Tsang (Pinnacle Earth Resources Ltd.) by subject matter including pricing coordination, customer allocation, and bid coordination for specialty minerals | 4 | Work Product Doctrine | Document prepared by counsel in anticipation of litigation reflecting attorneys' mental impressions, legal analysis, and strategic assessment of evidence in the context of pending grand jury investigation |
| 14 | TMC-SP2-PRIV-00051 | TMC-SP2-PRIV-00053 | 2022-10-18 | Memorandum | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Janet Moreau-Shaw (Chair, Audit Committee, Torchlight Mining Corp. Board) | Priya Anand (General Counsel, Torchlight Mining Corp.); Richard Fong (CFO, Torchlight Mining Corp.) | Privileged memorandum from outside counsel to TMC Audit Committee Chair providing briefing on DOJ investigation status, document production progress, internal investigation update, litigation reserve analysis, and D&O insurance coverage status | 3 | Attorney-Client Privilege; Work Product Doctrine | Confidential communication from outside counsel to client's board committee providing legal advice and strategic assessment regarding pending grand jury investigation; contains counsel's mental impressions regarding case posture and financial exposure |
| 15 | TMC-SP2-PRIV-00054 | TMC-SP2-PRIV-00058 | 2022-10-15 | Memorandum with exhibits | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Janet Moreau-Shaw (Chair, Audit Committee, Torchlight Mining Corp. Board) | Priya Anand (General Counsel, Torchlight Mining Corp.); Richard Fong (CFO, Torchlight Mining Corp.); Daniel Moreau (Calvert & Associates LLP) | Calderwood & Harkness memorandum analyzing appropriate litigation reserve amount under ASC 450 / IAS 37 in connection with DOJ antitrust investigation, including assessment of probable loss range and recommended reserve of USD 30 million | 5 | Attorney-Client Privilege; Work Product Doctrine | Confidential communication from outside counsel to client providing legal analysis of financial reserve adequacy in connection with pending grand jury investigation; reflects counsel's assessment of probable outcomes and legal exposure |
| 16 | TMC-SP2-PRIV-00059 | TMC-SP2-PRIV-00064 | 2022-11-01 | Report (draft) | Dr. Vanessa Tremblay (Hargrove Forensic Advisory LLC) | Elaine Forsythe (Partner, Calderwood & Harkness LLP); Aaron Liu (Associate, Calderwood & Harkness LLP) | Draft economic analysis prepared by Hargrove Forensic Advisory LLC at the direction of Calderwood & Harkness LLP analyzing TMC pricing patterns for high-purity feldspar, industrial talc, and rare-earth concentrates versus competitor pricing movements during the period 2015–2022 | 6 | Work Product Doctrine; Attorney-Client Privilege (Kovel) | Document prepared by consulting expert retained by counsel at the direction of counsel in anticipation of litigation; Hargrove retained under Kovel arrangement for purposes of assisting counsel in providing legal advice to client in connection with pending grand jury investigation |
| 17 | TMC-SP2-PRIV-00065 | TMC-SP2-PRIV-00068 | 2023-01-20 | Memorandum | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Margaret Caldwell (Board Chair, Torchlight Mining Corp.); TMC Board of Directors | Priya Anand (General Counsel, Torchlight Mining Corp.) | Calderwood & Harkness privileged memorandum presenting internal investigation final findings to TMC Board of Directors, including summary of review of approximately 555,000 documents and 23 employee interviews, assessment of Gavin Holt's conduct, evaluation of Sandra Chu's and Thomas Eriksen's roles, and recommendation for cooperation strategy and pursuit of non-prosecution agreement | 4 | Attorney-Client Privilege; Work Product Doctrine | Confidential communication from outside counsel to client's board of directors providing legal advice and strategic recommendations based on internal investigation conducted at direction of counsel in anticipation of litigation |
| 18 | TMC-SP2-PRIV-00069 | TMC-SP2-PRIV-00082 | 2023-01-20 | Presentation (slides) | Elaine Forsythe (Partner, Calderwood & Harkness LLP); Aaron Liu (Associate, Calderwood & Harkness LLP) | Margaret Caldwell (Board Chair, Torchlight Mining Corp.); TMC Board of Directors | Priya Anand (General Counsel, Torchlight Mining Corp.); Søren Dalmqvist (CEO, Torchlight Mining Corp.) | Calderwood & Harkness presentation slides delivered to TMC Board of Directors summarizing scope and methodology of internal investigation, key findings regarding alleged price-fixing conduct, assessment of TMC legal exposure, recommended cooperation strategy, and proposed compliance remediation measures | 14 | Attorney-Client Privilege; Work Product Doctrine | Presentation prepared by counsel and delivered to client's board in connection with providing legal advice regarding pending grand jury investigation; reflects counsel's mental impressions, case analysis, strategic recommendations, and legal theories |
| 19 | TMC-SP2-PRIV-00083 | TMC-SP2-PRIV-00088 | 2023-03-01 | Memorandum | Aaron Liu (Associate, Calderwood & Harkness LLP) | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Calderwood & Harkness privileged memorandum preparing Sandra Chu for voluntary proffer session with DOJ scheduled for March 10, 2023, including anticipated questions, document walk-throughs regarding pricing adjustment instructions from Gavin Holt, and guidance on scope of queen-for-a-day proffer protections | 6 | Work Product Doctrine; Attorney-Client Privilege | Document prepared by counsel in anticipation of litigation reflecting attorneys' mental impressions, strategic analysis, and anticipated lines of government inquiry in preparation for witness proffer session |
| 20 | TMC-SP2-PRIV-00089 | TMC-SP2-PRIV-00093 | 2023-03-12 | Memorandum | Aaron Liu (Associate, Calderwood & Harkness LLP) | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Monica Reyes (Associate, Calderwood & Harkness LLP) | Internal Calderwood & Harkness memorandum summarizing Sandra Chu's proffer session with DOJ on March 10, 2023, including questions asked by DOJ prosecutors Denise Kowalski and Marcus Reeves, Chu's responses regarding pricing analytics and Holt's instructions, documents discussed, and assessment of impact on TMC's cooperation posture | 5 | Work Product Doctrine; Attorney-Client Privilege | Document prepared by counsel in anticipation of litigation reflecting attorneys' mental impressions and strategic assessment of government proffer session and its implications for client's defense and cooperation strategy |
| 21 | TMC-SP2-PRIV-00094 | TMC-SP2-PRIV-00099 | 2023-04-10 | Memorandum | Aaron Liu (Associate, Calderwood & Harkness LLP) | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Calderwood & Harkness privileged memorandum preparing Thomas Eriksen for voluntary proffer session with DOJ scheduled for April 22, 2023, including anticipated questions regarding NASMC conference attendance at Arlington, VA, Scottsdale, AZ, and Orlando, FL venues, and guidance on proffer protections | 6 | Work Product Doctrine; Attorney-Client Privilege | Document prepared by counsel in anticipation of litigation reflecting attorneys' mental impressions and strategic analysis in preparation for witness proffer session before DOJ |
| 22 | TMC-SP2-PRIV-00100 | TMC-SP2-PRIV-00104 | 2023-04-25 | Memorandum | Aaron Liu (Associate, Calderwood & Harkness LLP) | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Monica Reyes (Associate, Calderwood & Harkness LLP) | Internal Calderwood & Harkness memorandum summarizing Thomas Eriksen's proffer session with DOJ on April 22, 2023, including questions asked regarding NASMC conferences attended, Eriksen's responses denying knowledge of pricing agreements with competitors, and assessment of DOJ's apparent focus areas | 5 | Work Product Doctrine; Attorney-Client Privilege | Document prepared by counsel in anticipation of litigation reflecting attorneys' mental impressions and strategic assessment of government proffer session |
| 23 | TMC-SP2-PRIV-00105 | TMC-SP2-PRIV-00108 | 2023-05-18 | Memorandum | Aaron Liu (Associate, Calderwood & Harkness LLP); Monica Reyes (Associate, Calderwood & Harkness LLP) | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Internal Calderwood & Harkness memorandum analyzing scope of second Grand Jury Subpoena No. GJ-22-0194-SD-007 issued May 15, 2023, identifying additional pricing data, customer contract files, and NASMC-related communications sought, and assessing strategic implications for TMC's cooperation posture | 4 | Work Product Doctrine | Document prepared by counsel in anticipation of litigation reflecting attorneys' analysis of government subpoena and strategic assessment of its implications for client's defense |
| 24 | TMC-SP2-PRIV-00109 | TMC-SP2-PRIV-00112 | 2023-06-01 | 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 TMC General Counsel discussing identification of additional responsive pricing data for second subpoena compliance and legal advice regarding scope of privilege assertions for customer pricing communications involving Gavin Holt | 4 | Attorney-Client Privilege; Work Product Doctrine | Confidential communication between outside counsel and client made for purposes of providing legal advice regarding privilege determinations and subpoena compliance strategy in connection with pending grand jury investigation |
| 25 | TMC-SP2-PRIV-00113 | TMC-SP2-PRIV-00116 | 2023-06-12 | Email chain | Monica Reyes (Associate, Calderwood & Harkness LLP) | Claudia Ferraro (Meridian Compliance Partners LLC) | Elaine Forsythe (Partner, Calderwood & Harkness LLP); Aaron Liu (Associate, Calderwood & Harkness LLP) | Email chain between Calderwood & Harkness and Meridian Compliance Partners regarding design of enhanced antitrust compliance program elements for TMC, including assessment of deficiencies in TMC's 2014 compliance policy (no annual training since 2018, no monitoring of trade-association interactions, no audit of competitor contacts) and proposed remediation measures | 4 | Attorney-Client Privilege; Work Product Doctrine | Communication between counsel and consulting expert retained at direction of counsel for purposes of assisting counsel in providing legal advice to client regarding compliance remediation in connection with pending grand jury investigation and anticipated NPA negotiations |
| 26 | TMC-SP2-PRIV-00117 | TMC-SP2-PRIV-00119 | 2023-06-20 | Email chain | Aaron Liu (Associate, Calderwood & Harkness LLP) | Neil Ashworth (Redstone Digital Forensics Inc.) | Monica Reyes (Associate, Calderwood & Harkness LLP) | Email chain between Calderwood & Harkness and Redstone Digital Forensics regarding forensic collection of additional custodian data sources identified in connection with second subpoena compliance, including supplemental VaultChat archives and shared-drive pricing files from U.S. Specialty Minerals Division | 3 | Work Product Doctrine; Attorney-Client Privilege | Communication between counsel and litigation support vendor retained at direction of counsel reflecting counsel's strategic decisions regarding scope of forensic data collection in anticipation of litigation |
| 27 | TMC-SP2-PRIV-00120 | TMC-SP2-PRIV-00123 | 2023-06-25 | Memorandum | Monica Reyes (Associate, Calderwood & Harkness LLP) | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Aaron Liu (Associate, Calderwood & Harkness LLP) | Internal Calderwood & Harkness memorandum analyzing privilege determinations for customer contract files and pricing correspondence involving Gavin Holt and Sandra Chu that contain interspersed legal advice from TMC General Counsel regarding antitrust compliance, recommending redaction versus full withholding approach | 4 | Work Product Doctrine; Attorney-Client Privilege | Document prepared by counsel reflecting attorneys' mental impressions and legal analysis regarding privilege determinations in connection with grand jury subpoena compliance |
| 28 | TMC-SP2-PRIV-00124 | TMC-SP2-PRIV-00126 | 2023-06-28 | Email | Elaine Forsythe (Partner, Calderwood & Harkness LLP) | Priya Anand (General Counsel, Torchlight Mining Corp.) | Aaron Liu (Associate, Calderwood & Harkness LLP); Howard Bellamy (Partner, Calderwood & Harkness LLP) | Email from outside counsel to TMC General Counsel providing final summary of second production privilege review results and legal advice regarding any remaining responsiveness disputes prior to production deadline of June 30, 2023 | 3 | Attorney-Client Privilege; Work Product Doctrine | Confidential communication from outside counsel to client providing legal advice regarding final production decisions and privilege assertions in connection with pending grand jury investigation |