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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGE

MEMORANDUM

This memorandum and its exhibits constitute attorney work product and are protected by the attorney-client privilege and the work product doctrine. This document was prepared in anticipation of litigation and in connection with the provision of legal advice. Distribution is strictly limited to authorized recipients. Do not copy, forward, or disclose without the express authorization of Calderwood & Harkness LLP.

FROM: Monica Reyes, Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP

TO: Elaine Forsythe, Responsible Partner, Antitrust & Competition Practice Group, Calderwood & Harkness LLP; Aaron Liu, Lead Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP

DATE: October 10, 2022

RE: Trade Association Meeting Analysis — NASMC Conference Attendance by TMC Personnel and Correlation with Alleged Coordination Events (2017–2021)

MATTER: Torchlight Mining Corp. — DOJ Antitrust Division Grand Jury Investigation (GJ-22-0194, N.D. Cal.)

MATTER NO.: 1039-00001

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I. Purpose and Scope

The purpose of this memorandum is to identify and catalog all North American Specialty Minerals Council ("NASMC") quarterly conferences attended by personnel of Torchlight Mining Corp. ("TMC" or the "Company") from January 2017 through August 2021, which corresponds to the period alleged by the Antitrust Division of the United States Department of Justice ("DOJ") to constitute the operative conspiracy period. This memorandum further correlates that attendance data with alleged coordination events identified both in the DOJ's investigation and in Calderwood & Harkness's ongoing internal investigation on behalf of TMC.

The scope of this analysis encompasses the following categories of source material:

(a) TMC travel and expense records maintained in the Company's corporate travel booking system for the period January 1, 2017 through August 31, 2021;

(b) NASMC published conference schedules, agendas, and attendee lists for all quarterly conferences held during the same period;

(c) TMC personnel calendar entries for relevant custodians, including electronic calendars maintained on the Company's Strathmore Data Systems server;

(d) Internal TMC emails regarding NASMC conference attendance, logistics, and post-conference activity, including emails to and from the office of TMC General Counsel;

(e) VaultChat message analysis, cross-referenced with the detailed findings set forth in the VaultChat Message Analysis Memorandum dated September 15, 2022 (the "VaultChat Memo"), prepared by Aaron Liu and reviewed by the undersigned; and

(f) Pricing and market data, to the extent currently available, compiled in connection with the engagement of Hargrove Forensic Advisory LLC.

The principal data sources underlying this analysis were assembled from three primary repositories. First, the Redstone Digital Forensics Inc. ("Redstone") hosted document review platform, under the direction of Neil Ashworth, Project Director, which houses the forensic images and extracted data collected from TMC systems and custodial devices. Second, TMC corporate travel booking system records, which were obtained directly from TMC General Counsel Priya Anand in response to Calderwood & Harkness's preservation and collection instructions issued in March 2022. Third, publicly available NASMC conference programs, which were retrieved from the NASMC website archives and supplemented by printed conference binders and electronic copies located within TMC's internal files during the document review process.

The relevant TMC personnel whose conference attendance is analyzed herein are as follows:

• Gavin Holt, Former Vice President, U.S. Specialty Minerals Sales. Mr. Holt departed TMC effective September 30, 2021, shortly after the initiation of the DOJ's investigation. As detailed in the VaultChat Memo, Mr. Holt is identified as the primary TMC participant in the alleged communications with competitor personnel. Mr. Holt's attendance at NASMC conferences is the central focus of this analysis.

• Thomas Eriksen, Regional Sales Manager, Western Region, U.S. Specialty Minerals Division. Mr. Eriksen is a current TMC employee who attended a smaller number of NASMC conferences during the relevant period. His potential exposure to coordination events at these conferences is assessed in detail below.

• Sandra Chu, Director, Pricing Analytics, U.S. Specialty Minerals Division. Ms. Chu's attendance records were reviewed as part of this analysis; however, no records indicate that Ms. Chu attended any NASMC conferences during the relevant period. Ms. Chu's role was primarily internal and analytical, and she did not typically participate in external industry events. Ms. Chu is nonetheless relevant to this analysis because she received pricing-adjustment instructions from Mr. Holt on multiple occasions following NASMC conferences, as discussed in the witness interview memorandum dated July 18, 2022.

• Other U.S. Specialty Minerals Division personnel whose travel and calendar records were reviewed for evidence of NASMC conference attendance. These individuals are identified by name in Section V.C below.

This memorandum should be read in conjunction with the VaultChat Memo, the witness interview memoranda for Gavin Holt (interview declined — counsel for Holt, Wilson & Hargreaves LLP, has indicated that Holt will invoke his Fifth Amendment privilege), Thomas Eriksen (interview conducted July 22, 2022), and Sandra Chu (interview conducted July 18, 2022), as well as the preliminary pricing-analysis summary provided by Hargrove Forensic Advisory LLC.

II. Background on NASMC

The North American Specialty Minerals Council ("NASMC") is a trade association organized as a tax-exempt entity under Section 501(c)(6) of the Internal Revenue Code. NASMC is headquartered at 2300 Wilson Boulevard, Suite 400, Arlington, Virginia 22201. According to its publicly available charter documents and website, NASMC's stated mission is to "promote the responsible development, production, and distribution of specialty mineral products across North America through industry collaboration, market research, and policy advocacy."

NASMC organizes quarterly industry conferences, which represent the association's principal recurring activity. These conferences serve as forums for member companies to discuss industry trends, regulatory developments, supply-chain issues, and market conditions. In addition to the quarterly conferences, NASMC publishes periodic pricing benchmarks and market reports for the specialty-minerals sector. The product categories covered by NASMC's benchmarking activities include, among others, high-purity feldspar, industrial talc, and rare-earth concentrates — the three product categories at the center of the DOJ's investigation.

During the period from January 2017 through August 2021, NASMC conferences were typically held at rotating venues, with the location generally following a seasonal pattern. Based on our review of NASMC conference programs and TMC travel records, the primary venues during this period were as follows:

• Arlington, Virginia — Conferences in Arlington were typically held in Q1 (January or February) and Q4 (October or November) of each year. The Arlington conferences were generally held at the Ashgrove Corporation or the Westvale Industries, both located in proximity to NASMC's headquarters. The Arlington conferences tended to feature the association's annual business meeting (in Q1) and its annual regulatory update and planning session (in Q4).

• Scottsdale, Arizona — Conferences in Scottsdale were typically held in Q2 (April or May) of each year. These conferences were often held at resort-style venues, including the Ashford & Co. and the Crestline Group. The Scottsdale conferences tended to feature commercial and pricing-related panels, including the annual "Pricing Outlook" session.

• Orlando, Florida — Conferences in Orlando were typically held in Q3 (July or August) of each year. The Orlando conferences were generally held at convention-center-adjacent hotels, including the Glenrock Enterprises and the Drayton Group. The Orlando conferences tended to feature customer-facing panels and regional market updates.

NASMC's membership roster during the relevant period included the following companies, among others, that are relevant to the DOJ's investigation:

• Torchlight Mining Corp. ("TMC") — Member throughout the relevant period. TMC's U.S. Specialty Minerals Division was the Company's primary point of engagement with NASMC.

• Ridgecrest Minerals Inc. ("Ridgecrest") — Member throughout the relevant period. Ridgecrest is a direct competitor of TMC in the production and sale of high-purity feldspar, industrial talc, and rare-earth concentrates.

• Pinnacle Earth Resources Ltd. ("Pinnacle") — Member throughout the relevant period. Pinnacle is a Canadian-headquartered company with significant U.S. operations and is a direct competitor of TMC in the same product categories.

• Cascade Chemical Supply Co. ("Cascade") — Member throughout the relevant period. Cascade is a smaller competitor that entered into a cooperation agreement with the DOJ in approximately September 2021, providing documents and testimony that are understood to have triggered the broader investigation.

• Numerous other industry participants, including producers, distributors, equipment suppliers, and service providers, who are not presently identified as subjects or targets of the DOJ investigation.

NASMC conferences typically spanned two to three days and included a mix of plenary sessions, panel discussions, committee meetings, exhibit-hall hours, and networking events. Networking events at NASMC conferences commonly included welcome receptions, sponsored dinners, and golf outings. These informal settings are of particular significance to this analysis because the DOJ suspects — and the evidence reviewed to date supports the inference — that side meetings on the margins of NASMC conferences, conducted outside the formal conference program, served as occasions for anticompetitive coordination among competitor personnel.

The key competitor personnel known to have attended NASMC conferences during the relevant period, and who are identified in the DOJ's investigation materials as participants in the alleged conspiracy, are:

• Carl Edgerton, Vice President of Sales, Ridgecrest Minerals Inc. Mr. Edgerton is identified in VaultChat messages as a frequent interlocutor of Mr. Holt. Mr. Edgerton is identified by name in the DOJ's subpoena attachments and in the Cascade cooperation materials as a key participant in the suspected conduct.

• Kevin Tsang, Former Senior Vice President, Commercial Operations, Pinnacle Earth Resources Ltd. Mr. Tsang departed Pinnacle at an unknown date, believed to be in late 2021 or early 2022. Mr. Tsang is identified in VaultChat messages and in the Cascade cooperation materials as a participant in the alleged coordination.

III. Methodology

A. Source Data and Collection

The source data underlying this analysis was collected through the following means and from the following repositories:

TMC Corporate Travel Records. TMC's corporate travel records for the period January 1, 2017 through August 31, 2021 were collected by Redstone Digital Forensics Inc. during the forensic collection conducted pursuant to Grand Jury Subpoena No. GJ-22-0194-SD-003, which was served on TMC on February 14, 2022. The travel records were extracted from TMC's Adriatic Solutions travel and expense management system and include flight bookings, hotel reservations, ground transportation charges, meal and incidental expense reports, and associated approval records. These records were processed and loaded into the Redstone hosted review platform, where they were reviewed by the Calderwood & Harkness document review team. Travel records pertaining to NASMC conference attendance were tagged with the review code "NASMC-CONF" for purposes of this analysis.

NASMC Conference Programs and Attendee Rosters. NASMC conference programs and attendee rosters were obtained from two sources. First, NASMC maintains a publicly accessible archive on its website (www.nasmc.org/conferences/archive) that includes conference agendas, speaker lists, and in some cases, registered attendee rosters for conferences dating back to 2015. Second, TMC's internal files contained physical conference binders and electronic copies of conference materials (including registration confirmation emails, conference apps, and PDF programs) that were collected during the document review process and loaded into the Redstone platform. These materials were cross-referenced to confirm conference dates, locations, and attendee information.

Email and Calendar Data. The email and calendar data of the following custodians were searched as part of this analysis: Gavin Holt (Strathmore Data Systems account, custodian code GH-001), Thomas Eriksen (Strathmore Data Systems account, custodian code TE-001), Sandra Chu (Strathmore Data Systems account, custodian code SC-001), and five additional U.S. Specialty Minerals Division employees identified in Section V.C below. Targeted searches were conducted using the following categories of search terms:

(i) Organization and conference names: "NASMC," "North American Specialty Minerals Council," "Specialty Minerals Conference," "Quarterly Conference";

(ii) Venue cities and hotel names: "Arlington," "Crystal Gateway," "Crystal City," "Scottsdale," "McCormick Ranch," "Fairmont," "Orlando," "Glenrock Enterprises," "Drayton Group";

(iii) Competitor company and individual names: "Ridgecrest," "Pinnacle," "Cascade," "Edgerton," "Tsang," "Massey"; and

(iv) General conference-related terms: "conference registration," "conference badge," "networking dinner," "trade association meeting," "industry event."

The search results were reviewed by the Calderwood & Harkness document review team and coded for relevance to NASMC conference attendance and competitor communications.

VaultChat Messages. VaultChat messages involving Gavin Holt were recovered and analyzed as detailed in the VaultChat Message Analysis Memorandum of September 15, 2022. A total of approximately 37 discrete Holt-competitor communications were documented in that analysis, spanning the period from March 2017 through July 2021. For purposes of this memorandum, those communications were cross-referenced against NASMC conference dates to determine temporal proximity, as described in Section III.B below. The VaultChat Memo should be consulted for the full details of message recovery, authentication, and content analysis.

TMC Expense Reports and Corporate Credit Card Statements. In addition to the Harborview Solutions travel booking records, TMC corporate credit card statements for Gavin Holt and Thomas Eriksen were reviewed for charges incurred in NASMC conference cities during conference date windows. These records provided supplementary confirmation of conference attendance and, in certain instances, documented meals and entertainment expenditures that could not be associated with formal conference events — a category of expenditure that may be relevant to the question of informal side meetings with competitor personnel.

B. Analytical Framework

The analytical framework applied in this memorandum is designed to systematically evaluate the relationship between NASMC conference attendance and the alleged coordination events that are the subject of the DOJ's investigation. The framework consists of the following components:

Conference Identification and Cataloging. Each NASMC conference held during the conspiracy period (approximately January 2017 through August 2021) was identified and cataloged based on the source data described above. The complete conference schedule is set forth in Section IV below. We identified a total of nineteen (19) scheduled quarterly conferences during this period, of which seventeen (17) were held as in-person events and two (2) were affected by the COVID-19 pandemic (the Q2 2020 conference was canceled entirely, and the Q3 2020 conference was held in a virtual format).

Per-Conference Analysis. For each conference, the following data points were identified and recorded:

(1) TMC Attendees — All TMC personnel confirmed to have attended the conference, based on travel records, expense reports, calendar entries, badge scan data (where available from NASMC records), and email correspondence.

(2) Known Competitor Attendees — Whether Carl Edgerton (Ridgecrest), Kevin Tsang (Pinnacle), Leonard Massey (Cascade), or other identified competitor personnel attended the conference, based on NASMC attendee rosters, TMC internal emails referencing competitor presence, and VaultChat message content.

(3) Pre-Conference and Post-Conference Communications — Any documented communications between TMC personnel and competitor personnel occurring within a seven (7) calendar day window before or after the conference dates. This category includes VaultChat messages, emails (to the extent any were identified), and references in documents to phone calls.

(4) TMC Pricing Changes Within 30 Days Post-Conference — Any pricing adjustments implemented by TMC in the three relevant product categories (high-purity feldspar, industrial talc, and rare-earth concentrates) within thirty (30) calendar days following the conclusion of each conference. Pricing data was obtained from TMC's internal pricing records and from the preliminary analysis conducted by Hargrove Forensic Advisory LLC.

(5) Competitor Pricing Changes — Where market data is available (from Hargrove Forensic Advisory's analysis and from publicly available pricing indices), whether Ridgecrest, Pinnacle, or other competitors implemented parallel pricing changes within the same 30-day post-conference window.

(6) VaultChat or Other Competitor Communications Temporally Proximate to the Conference — A specific cross-reference to the 37 documented Holt-competitor communications identified in the VaultChat Memo, flagging any communication that falls within the seven-day pre- or post-conference window.

VaultChat Temporal Mapping. The approximately 37 documented Holt-competitor communications identified in the VaultChat analysis were plotted on a timeline and mapped against the NASMC conference dates. The purpose of this mapping exercise was to determine whether there is a statistically or qualitatively meaningful clustering of VaultChat communications around conference dates. As detailed in Section VII below, this mapping reveals a significant pattern of temporal proximity between conference dates and electronic communications with competitors.

Assessment Categorization. Based on the foregoing data points, each conference was assigned a qualitative assessment flag — "High," "Medium," or "Low" — reflecting the strength of the inference that the conference served as an occasion for coordination activity. A "High" flag was assigned where: (a) Holt and at least one of Edgerton or Tsang were confirmed co-present, (b) VaultChat or other competitor communications were documented within the ±7 day window, and (c) a TMC pricing change occurred within 30 days post-conference. A "Medium" flag was assigned where two of these three criteria were met. A "Low" flag was assigned where only one criterion was met or where the available data was insufficient to draw conclusions.

IV. NASMC Conference Schedule — January 2017 Through August 2021

The following table sets forth the complete schedule of NASMC quarterly conferences during the relevant period, based on NASMC published conference programs, TMC internal files, and publicly available NASMC archive data. A total of nineteen (19) quarterly conferences were scheduled during this period. Seventeen (17) were held as in-person events, one (1) was canceled, and one (1) was held in a virtual format.

As reflected in the table above, the Q2 2020 conference was canceled entirely as a result of the COVID-19 pandemic and associated public-health restrictions. The Q3 2020 conference was converted to a two-day virtual format conducted via the Calderon Software videoconferencing platform. The Q4 2020 and Q1 2021 conferences in Arlington were held in person but with reduced attendance and enhanced health protocols. Beginning with the Q2 2021 conference in Scottsdale, NASMC conferences returned to their pre-pandemic format.

The cancellation of the Q2 2020 conference and the virtual format of the Q3 2020 conference are significant because they eliminated the in-person meeting opportunity for approximately six months during the middle of the alleged conspiracy period. As discussed further in Section VII below, VaultChat messaging frequency increased during this period, which may suggest that electronic communications substituted for in-person contact when conferences were unavailable as a coordination venue.

V. TMC Personnel Attendance — Conference-by-Conference Analysis

A. Gavin Holt — Attendance Summary

Gavin Holt served as TMC's Vice President, U.S. Specialty Minerals Sales from approximately January 2015 through his departure from the Company effective September 30, 2021. In that capacity, Mr. Holt was TMC's primary representative at NASMC conferences and was authorized to participate in NASMC's pricing-committee sessions, commercial-outlook panels, and networking events on behalf of the Company. Mr. Holt reported directly to James Farrow, Senior Vice President, U.S. Mining Operations, and had authority over the pricing and sales strategy of TMC's U.S. Specialty Minerals Division, subject to final approval by Mr. Farrow and, for pricing changes exceeding certain thresholds, by the Chief Operating Officer.

Based on our review of TMC travel records, expense reports, calendar entries, and NASMC attendee rosters, Mr. Holt attended NASMC conferences on a consistent basis throughout the period from Q1 2017 through Q2 2021. The Q3 2021 conference (August 3–5, 2021, Orlando, FL) took place shortly before Mr. Holt's departure; his travel records indicate that he registered for this conference but ultimately did not attend, as discussed further below. The Q2 2020 conference was canceled, and the Q3 2020 virtual conference does not involve in-person attendance.

The following table sets forth Mr. Holt's confirmed conference attendance during the relevant period:

Summary: Mr. Holt attended fifteen (15) in-person NASMC conferences out of a possible seventeen (17) in-person conferences during the conspiracy period. He participated remotely in the one (1) virtual conference (Q3 2020). He did not attend the Q3 2018 conference (Orlando, FL) due to a personal absence, and he canceled his attendance at the Q3 2021 conference (Orlando, FL) on July 28, 2021, approximately two months before his departure from TMC. His cancellation of the Q3 2021 conference occurred after the DOJ's investigation had commenced and after TMC retained Calderwood & Harkness; the timing of this cancellation may warrant further analysis.

At those conferences he attended, Mr. Holt's role encompassed participation in NASMC's formal programming, including serving as a panelist or moderator on pricing-outlook and commercial-strategy panels in Q2 2018 (Scottsdale), Q2 2019 (Scottsdale), and Q2 2021 (Scottsdale). Mr. Holt also served on NASMC's Pricing Data Committee during the period from 2017 through 2020, a committee that met in closed session during each quarterly conference to review and discuss the methodology for NASMC's published pricing benchmarks. The Pricing Data Committee sessions are of particular concern because they provided a structured forum for competitors to discuss pricing data and methodology in a small-group setting.

B. Thomas Eriksen — Attendance Summary

Thomas Eriksen has served as TMC's Regional Sales Manager, Western Region, U.S. Specialty Minerals Division since approximately March 2016. Mr. Eriksen reports to the Vice President, U.S. Specialty Minerals Sales (formerly Mr. Holt; currently vacant pending organizational restructuring). Mr. Eriksen's responsibilities include managing customer relationships and sales operations for TMC's specialty-minerals products in the western United States. His role is primarily customer-facing and operational, rather than strategic or pricing-focused.

Based on our review of TMC travel records, expense reports, calendar entries, and NASMC attendee rosters, Mr. Eriksen attended four (4) NASMC conferences during the conspiracy period. His attendance was less regular than Mr. Holt's, consistent with his more limited role in industry-relations activities. Mr. Eriksen attended primarily when the conference agenda included Western Region topics, customer-facing panels, or sessions relevant to his sales territory.

The four conferences attended by Mr. Eriksen are set forth below:

Several observations regarding Mr. Eriksen's attendance pattern are noteworthy:

First, three of Mr. Eriksen's four conference attendances (Q2 2017, Q2 2019, and Q1 2020) overlapped with Mr. Holt's attendance. This means that at those three conferences, both TMC representatives were present in the same venue as competitor personnel, including Edgerton and/or Tsang. However, the fact that both Holt and Eriksen attended the same conference does not, without more, establish that Eriksen participated in or was aware of any coordination activities between Holt and competitor personnel.

Second, Mr. Eriksen's attendance at the Q3 2018 conference (Orlando, FL) occurred when Mr. Holt was absent. This conference is the only NASMC event during the conspiracy period at which Eriksen was present without Holt. As discussed further in Section VII.C below, the implications of Eriksen's sole attendance at this conference depend on whether Edgerton and/or Tsang were also present and whether any communications occurred in the surrounding time period.

Third, Mr. Eriksen denied knowledge of any pricing agreements or coordination with competitors during his Calderwood & Harkness interview conducted on July 22, 2022. Mr. Eriksen stated that his interactions at NASMC conferences were limited to formal panel sessions, customer networking, and social events with TMC colleagues. He stated that he was aware of Mr. Holt's acquaintance with Carl Edgerton of Ridgecrest but characterized their relationship as a "normal industry friendship" and stated that he never witnessed any substantive pricing discussions between Holt and Edgerton or any other competitor representative.

C. Other TMC Personnel Attendance

In addition to Mr. Holt and Mr. Eriksen, the travel and calendar records of the following U.S. Specialty Minerals Division employees were reviewed for evidence of NASMC conference attendance:

• Sandra Chu, Director, Pricing Analytics: As noted above, no records indicate that Ms. Chu attended any NASMC conferences during the relevant period. Ms. Chu confirmed during her July 18, 2022 interview that she did not attend NASMC conferences and that her role was exclusively internal.

• David Nakamura, Sales Representative, Eastern Region: Mr. Nakamura attended two (2) NASMC conferences during the relevant period — Q3 2017 (Orlando, FL) and Q3 2019 (Orlando, FL). Both were Orlando conferences at which customer-facing panels were on the agenda. There is no evidence that Mr. Nakamura had any contact with competitor personnel regarding pricing or competitive topics. Mr. Nakamura was not identified as a person of interest in the DOJ's investigation.

• Rachel Hendricks, Sales Representative, Central Region: Ms. Hendricks attended one (1) NASMC conference — Q1 2019 (Arlington, VA). Her attendance was confirmed through travel records. There is no evidence of competitor contact.

• Martin Shea, Business Development Manager: Mr. Shea attended three (3) NASMC conferences — Q4 2017 (Arlington, VA), Q1 2018 (Arlington, VA), and Q4 2019 (Arlington, VA). Mr. Shea's role focused on business development and partnerships with non-competing companies. There is no evidence that Mr. Shea had contact with Ridgecrest, Pinnacle, or Cascade personnel regarding pricing or competitive topics.

• Jennifer Voss, Administrative Coordinator, U.S. Specialty Minerals Division: Ms. Voss attended one (1) NASMC conference — Q1 2018 (Arlington, VA) — in an administrative support capacity, assisting with logistics for the TMC delegation. Ms. Voss did not participate in any panels, committee meetings, or networking events. There is no evidence of any competitor contact.

None of the individuals listed above (other than Mr. Holt and Mr. Eriksen) have been identified as having relevant contact with competitor personnel at NASMC conferences, and none are identified as persons of interest in the DOJ's investigation or in the Calderwood & Harkness internal investigation.

VI. Known Competitor Attendance at NASMC Conferences

A. Ridgecrest Minerals Inc.

Carl Edgerton, Vice President of Sales at Ridgecrest Minerals Inc., has been identified in NASMC attendee rosters and in TMC internal emails as a regular attendee at NASMC quarterly conferences throughout the conspiracy period. Based on NASMC attendee rosters available in our files, Mr. Edgerton's name appears on the roster for at least fourteen (14) of the seventeen (17) in-person conferences held between Q1 2017 and Q3 2021. This level of attendance is comparable to that of Mr. Holt and is consistent with Mr. Edgerton's role as Ridgecrest's senior commercial representative.

TMC internal emails confirm that TMC personnel were aware of Mr. Edgerton's regular presence at NASMC conferences. For example, an email from Mr. Holt to Mr. Eriksen dated May 11, 2017 (Bates No. TMC-0047832), in advance of the Q2 2017 Scottsdale conference, states: "Carl E. from Ridgecrest will be there as usual — we'll probably end up at the same dinner table at the welcome reception." This email, while not itself evidence of coordination, establishes that Holt and Edgerton were in regular in-person contact at NASMC events and that their interactions extended to informal social settings.

Mr. Edgerton is identified in DOJ materials as a key participant in the suspected anticompetitive conduct. The Cascade cooperation materials, as described in the DOJ's subpoena attachments and information provided to TMC's counsel during the meet-and-confer process, identify Mr. Edgerton as a participant in discussions regarding pricing for high-purity feldspar and industrial talc at NASMC conferences. Additionally, the VaultChat Memo identifies Mr. Edgerton as the participant in the majority of the 37 documented Holt-competitor communications — specifically, approximately 28 of the 37 messages involved exchanges between Holt and Edgerton.

In addition to Mr. Edgerton, other Ridgecrest personnel attended NASMC conferences on an intermittent basis, including Patricia Conley (Director, Marketing, Ridgecrest) and Robert Faulk (Regional Manager, Ridgecrest). However, neither Ms. Conley nor Mr. Faulk is identified in any evidence as a participant in the alleged coordination.

B. Pinnacle Earth Resources Ltd.

Kevin Tsang, Former Senior Vice President, Commercial Operations at Pinnacle Earth Resources Ltd., has been identified in NASMC attendee rosters as a regular attendee during the conspiracy period. Based on available NASMC rosters, Mr. Tsang's name appears on the roster for at least eleven (11) of the seventeen (17) in-person conferences held between Q1 2017 and Q3 2021. Mr. Tsang's attendance was somewhat less consistent than that of Holt or Edgerton, with gaps in 2017 and early 2018. Beginning in approximately mid-2018, Mr. Tsang's attendance became more regular, which coincides with the period during which VaultChat communications between Holt and Tsang commenced (per the VaultChat Memo, the first documented Holt-Tsang VaultChat exchange occurred in approximately September 2018).

Mr. Tsang is a key individual identified in the DOJ's investigation. The Cascade cooperation materials reference Mr. Tsang as a participant in discussions regarding rare-earth concentrate pricing at NASMC conferences. The VaultChat Memo documents approximately nine (9) Holt-Tsang VaultChat exchanges during the period from September 2018 through July 2021.

Mr. Tsang departed Pinnacle at an unknown date, believed to be in late 2021 or early 2022. His current location and representation status are not known to us at this time, though we understand from information provided by the DOJ during the meet-and-confer process that Mr. Tsang has retained separate counsel.

C. Cascade Chemical Supply Co.

Leonard Massey, President of Cascade Chemical Supply Co., or other Cascade representatives, attended certain NASMC conferences during the relevant period. Based on available NASMC attendee rosters and TMC internal files, Mr. Massey or a Cascade designee attended approximately eight (8) to ten (10) conferences during the conspiracy period. Cascade is a smaller company than TMC, Ridgecrest, or Pinnacle, and its attendance at NASMC events was less consistent.

Cascade entered into a cooperation agreement with the DOJ in approximately September 2021, pursuant to which Cascade agreed to provide documents and testimony regarding its knowledge of anticompetitive conduct in the specialty-minerals sector. It is understood that Cascade's cooperation disclosures include information about events at NASMC conferences, including accounts of discussions between competitor personnel regarding pricing and market allocation. The specific content of Cascade's cooperation disclosures is not fully known to Calderwood & Harkness at this time, but we anticipate that DOJ will rely on Cascade's accounts in presenting the case to the grand jury and in any subsequent prosecution.

The significance of Cascade's conference attendance lies not only in Cascade's role as a participant in the alleged conduct but also in its role as a cooperating witness whose personnel may have observed or participated in coordination events at NASMC conferences. Any account provided by Cascade regarding NASMC conference events should be compared to the conference-attendance data compiled in this memorandum.

VII. Correlation Analysis — Conference Attendance and Alleged Coordination Events

A. Overview of Correlation Methodology

The correlation analysis set forth in this section is designed to assess the relationship between NASMC conference attendance and the alleged coordination events identified in the DOJ's investigation and in Calderwood & Harkness's internal investigation. The analysis is structured as follows:

Each NASMC conference at which both Gavin Holt and at least one of Carl Edgerton (Ridgecrest) or Kevin Tsang (Pinnacle) were confirmed present was flagged as a "potential coordination opportunity." Based on the attendance data compiled in Sections V and VI above, we identified thirteen (13) in-person conferences during the conspiracy period that qualify as potential coordination opportunities — that is, conferences at which Holt and at least one of the two key competitor representatives were co-present. An additional two (2) conferences qualify as potential coordination opportunities involving Edgerton only (Tsang absent), and one (1) conference qualifies as a potential coordination opportunity involving Tsang only (Holt and Edgerton co-present without Tsang, or Tsang and Holt co-present without Edgerton). The specific breakdown is detailed in the master table in Section VIII.

For each potential coordination opportunity, the analysis examined three categories of corroborating evidence:

(1) VaultChat Messages in ±7-Day Windows. Each of the 37 documented Holt-competitor VaultChat communications was checked against a window spanning seven (7) calendar days before the first day of the conference through seven (7) calendar days after the last day of the conference. Any VaultChat communication falling within this window was flagged as temporally proximate to the conference.

(2) TMC Pricing Changes Within 30 Days Post-Conference. TMC's internal pricing records for high-purity feldspar, industrial talc, and rare-earth concentrates were reviewed to identify any pricing adjustments effective within thirty (30) calendar days following the conclusion of each conference. Pricing-adjustment instructions from Holt to Sandra Chu (or to other Pricing Analytics personnel) were cross-referenced with conference dates.

(3) Competitor Parallel Pricing Changes. Where market data is available from the Hargrove Forensic Advisory LLC analysis (engagement commenced July 1, 2022, under the direction of Dr. Vanessa Tremblay), parallel pricing changes by Ridgecrest and Pinnacle within the same 30-day post-conference window were noted. We caution that the Hargrove analysis is still in progress and that the competitor pricing data is incomplete; accordingly, the absence of a noted competitor pricing change should not be interpreted as evidence that no such change occurred.

B. Conferences with Documented Pre- or Post-Conference Competitor Communications

The cross-referencing of VaultChat communications against NASMC conference dates reveals a significant pattern of temporal clustering. Of the approximately 37 documented Holt-competitor VaultChat or other communication instances between March 2017 and July 2021, we have identified eighteen (18) communications that fall within the ±7-day window of an NASMC conference at which Holt and the relevant competitor representative were co-present. An additional three (3) communications fall within the ±7-day window of a conference at which Holt was present but the specific competitor interlocutor's attendance has not yet been confirmed. In total, approximately twenty-one (21) of the 37 documented communications — representing approximately 57% — cluster around NASMC conference dates.

This clustering is striking and provides strong circumstantial support for the DOJ's theory that NASMC conferences served as a coordination venue. The pattern suggests that in-person meetings at conferences may have served as catalysts for subsequent electronic communications (e.g., follow-up VaultChat messages to confirm or implement pricing agreements discussed in person), or, conversely, that VaultChat messages sent in advance of conferences may have been used to arrange or preview topics for in-person discussions.

The following are specific examples of the temporal correlation between conference dates and documented communications:

March 2017 — Q1 2017 Conference, Arlington, VA (March 7–9, 2017).

The first documented VaultChat exchange between Holt and Edgerton occurred on March 14, 2017 — five (5) days after the conclusion of the Q1 2017 NASMC conference in Arlington, Virginia. Both Holt and Edgerton are confirmed as attendees at this conference based on NASMC attendee rosters and TMC travel records. This temporal proximity strongly suggests that the Q1 2017 conference served as the occasion for the initial in-person meeting between Holt and Edgerton at which they established their VaultChat communication channel and, potentially, the contours of the alleged coordination arrangement. The March 14, 2017 VaultChat message is the earliest documented communication in the alleged conspiracy, and its proximity to the Q1 2017 conference is a critical data point for the DOJ's timeline.

The content of the March 14, 2017 message, as detailed in the VaultChat Memo, is brief and relates to the exchange of pricing benchmarks for high-purity feldspar — a subject that would have been discussed in NASMC's formal programming at the conference. The inference is that Holt and Edgerton transitioned from legitimate industry discussion at the conference to private, competitor-only communication via VaultChat within days of the event.

TMC's internal pricing records indicate that Holt issued a pricing-adjustment instruction to Sandra Chu on March 29, 2017 — twenty (20) days after the conclusion of the conference — directing a 4.2% increase in TMC's posted price for Grade A high-purity feldspar, effective April 10, 2017. Preliminary data from the Hargrove analysis indicates that Ridgecrest implemented a comparable price increase for its equivalent product within the same timeframe.

May 2017 — Q2 2017 Conference, Scottsdale, AZ (May 16–18, 2017).

Two VaultChat messages between Holt and Edgerton were documented in the ±7-day window of the Q2 2017 conference in Scottsdale: one sent on May 14, 2017 (two days before the conference commenced) and one sent on May 22, 2017 (four days after the conference concluded). Both Holt and Edgerton are confirmed attendees. Thomas Eriksen also attended this conference. The pre-conference message appears, based on the VaultChat Memo analysis, to relate to logistics for meeting at the conference ("See you at the reception Tuesday night"), while the post-conference message relates to pricing for industrial talc. A TMC pricing adjustment for industrial talc was implemented within 25 days of this conference.

October 2017 — Q4 2017 Conference, Arlington, VA (October 17–19, 2017).

One VaultChat message between Holt and Edgerton was documented on October 22, 2017, three days after the conclusion of the Q4 2017 conference in Arlington. Both Holt and Edgerton were confirmed attendees. Kevin Tsang's attendance at this conference has been confirmed through the NASMC attendee roster, making this the first conference in the dataset at which all three key competitor representatives (Holt, Edgerton, and Tsang) were co-present. The October 22 message references "the numbers we talked about" — language that the DOJ may argue refers to pricing terms discussed in person at the conference. A TMC pricing adjustment for rare-earth concentrates was implemented on November 8, 2017, approximately twenty (20) days post-conference.

Q2 2018 Conference, Scottsdale, AZ (April 24–26, 2018) and Q4 2018 Conference, Arlington, VA (October 23–25, 2018).

Two VaultChat messages cluster around the Q2 2018 Scottsdale conference — one sent on April 21, 2018 (three days before the conference) and one sent on April 30, 2018 (four days after). Both messages involve Holt and Edgerton and relate to high-purity feldspar pricing. Both Holt and Edgerton were present; Tsang's attendance at this conference is confirmed as well. A TMC pricing change for high-purity feldspar was implemented within 30 days.

Similarly, one VaultChat message was documented on October 28, 2018, three days after the Q4 2018 Arlington conference. This message is between Holt and Edgerton and appears to confirm a pricing approach for the upcoming calendar year. A Holt-Tsang VaultChat exchange also occurs for the first time on or about November 2, 2018 — approximately one week after the Q4 2018 conference — suggesting that the conference may have facilitated the expansion of the communication network to include Tsang.

Q2 2019 Conference, Scottsdale, AZ (May 14–16, 2019).

Three VaultChat messages cluster around this conference — the highest concentration of communications around any single conference in the dataset. One Holt-Edgerton message was sent on May 12, 2019 (two days before the conference), one Holt-Edgerton message was sent on May 19, 2019 (three days after), and one Holt-Tsang message was sent on May 20, 2019 (four days after). All three key representatives — Holt, Edgerton, and Tsang — were confirmed attendees. Thomas Eriksen also attended this conference (his third NASMC conference). TMC pricing adjustments for both high-purity feldspar and industrial talc were implemented within the 30-day post-conference window.

Q4 2019 Conference, Arlington, VA (November 5–7, 2019) and Q1 2020 Conference, Arlington, VA (February 4–6, 2020).

Two VaultChat messages cluster around the Q4 2019 conference, and one message clusters around the Q1 2020 conference. The Q1 2020 conference in Arlington is the last in-person conference before the onset of the COVID-19 pandemic. Thomas Eriksen attended the Q1 2020 conference. Both Holt and Edgerton were present at both conferences; Tsang attended the Q4 2019 conference but his attendance at Q1 2020 is unconfirmed.

COVID-19 Period — Q2 2020 (Canceled) and Q3 2020 (Virtual).

During the approximately six-month period from March 2020 through September 2020, no in-person NASMC conferences were held. Notably, VaultChat messaging between Holt and Edgerton appears to have increased during this period — the VaultChat Memo identifies four (4) VaultChat messages during this window, compared to an average of approximately two (2) messages per six-month period during periods when in-person conferences were available. This increase is consistent with the hypothesis that VaultChat messaging served as a substitute for in-person coordination when conference venues were unavailable.

Q4 2020 through Q2 2021 Conferences — Post-Pandemic Resumption.

VaultChat communications continued to cluster around conferences as in-person events resumed. Two messages cluster around the Q4 2020 Arlington conference, one message clusters around the Q1 2021 Arlington conference, and two messages cluster around the Q2 2021 Scottsdale conference. The Q2 2021 conference is the last conference attended by Holt before his departure from TMC.

C. Conferences Attended by Thomas Eriksen — Analysis of Overlap

The four NASMC conferences attended by Thomas Eriksen were each analyzed in detail to assess the extent to which Eriksen may have been exposed to coordination activity. The analysis for each conference is set forth below:

Q2 2017 — Scottsdale, AZ (May 16–18, 2017).

• Competitor attendance: Carl Edgerton (Ridgecrest) was confirmed present. Kevin Tsang's attendance is unconfirmed (Tsang's name does not appear on the available NASMC roster for this conference, though the roster may be incomplete).

• Holt co-attendance: Yes. Holt and Eriksen attended together.

• VaultChat activity: Two VaultChat messages between Holt and Edgerton fall within the ±7-day window (May 14 and May 22, 2017). Neither message references Eriksen by name.

• Documents suggesting Eriksen participated in side meetings: None identified. Eriksen's expense report shows meals at the conference hotel restaurant; no charges for off-site restaurants or bars that might suggest private meetings with competitors. Eriksen's calendar entry for the conference references only formal panel sessions and a team dinner with Holt and David Nakamura (the Eastern Region sales representative, who did not attend this conference but was visiting Scottsdale on other business).

• Assessment: The evidence does not support a finding that Eriksen participated in any coordination activity at this conference. However, Eriksen's co-presence with Holt and Edgerton at the same venue means that Eriksen may have observed informal interactions between Holt and Edgerton, even if he did not participate in or understand the significance of those interactions.

Q3 2018 — Orlando, FL (August 7–9, 2018).

• Competitor attendance: Carl Edgerton was confirmed present. Kevin Tsang was confirmed present.

• Holt co-attendance: No. Holt was absent from this conference (personal leave). Eriksen attended as TMC's sole representative from the U.S. Specialty Minerals Division.

• VaultChat activity: No VaultChat messages fall within the ±7-day window of this conference. The nearest Holt-Edgerton VaultChat message precedes the conference by approximately three weeks.

• Documents suggesting Eriksen participated in side meetings: None identified. Eriksen's expense report is unremarkable. No emails or calendar entries suggest meetings with Edgerton, Tsang, or other competitor personnel.

• Assessment: This conference presents the lowest risk of Eriksen exposure. Holt was absent, and no VaultChat activity is temporally proximate. The absence of Holt reduces the inference that coordination activity occurred at this conference. However, Eriksen's presence as TMC's sole representative, in the same venue as both Edgerton and Tsang, may be a fact that the DOJ explores in questioning.

Q2 2019 — Scottsdale, AZ (May 14–16, 2019).

• Competitor attendance: Carl Edgerton was confirmed present. Kevin Tsang was confirmed present.

• Holt co-attendance: Yes. Holt and Eriksen attended together.

• VaultChat activity: Three VaultChat messages fall within the ±7-day window — the highest concentration around any conference in the dataset. None of the messages reference Eriksen by name. However, the May 19, 2019 Holt-Edgerton message states, in relevant part: "Good catching up in person. Let's lock in the feldspar numbers before end of month." This language is potentially incriminating as to Holt and Edgerton but does not reference Eriksen.

• Documents suggesting Eriksen participated in side meetings: One document is ambiguous. An email from Eriksen to Holt on May 18, 2019 (the final day of the conference) states: "Headed to the bar at the resort — are you joining?" Holt responded: "In a bit — finishing up with Carl." The reference to "Carl" likely refers to Carl Edgerton. This exchange suggests that Holt was meeting privately with Edgerton at the conference venue and that Eriksen was at least aware that Holt was with a person named "Carl" — though it does not establish that Eriksen knew the nature or content of the meeting. During his July 22, 2022 interview, Eriksen stated that he assumed Holt and Edgerton were "just catching up as friends" and that he did not think anything of it at the time.

• Assessment: This conference presents the highest risk of Eriksen exposure. While there is no direct evidence that Eriksen participated in any coordination, the email exchange suggests he was aware of private meetings between Holt and Edgerton. The DOJ may argue that Eriksen's knowledge of Holt's private meetings with a competitor representative, combined with his failure to report those meetings, constitutes evidence of knowing participation or willful blindness. The defense should emphasize that awareness of a social interaction is not evidence of knowledge of its anticompetitive content.

Q1 2020 — Arlington, VA (February 4–6, 2020).

• Competitor attendance: Carl Edgerton was confirmed present. Kevin Tsang's attendance is unconfirmed.

• Holt co-attendance: Yes. Holt and Eriksen attended together.

• VaultChat activity: One VaultChat message between Holt and Edgerton falls within the ±7-day window, sent on February 10, 2020 (four days after the conference concluded). The message does not reference Eriksen.

• Documents suggesting Eriksen participated in side meetings: None identified. Eriksen's expense report and calendar entries are unremarkable for this conference.

• Assessment: The evidence is similar to the Q2 2017 pattern: Eriksen co-attended with Holt and Edgerton, a VaultChat message is temporally proximate, but no evidence links Eriksen to the communication or to any side meeting. Risk level is moderate.

Overall Conclusion Regarding Eriksen: The evidence of Thomas Eriksen's direct participation in coordination activity at NASMC conferences is ambiguous. No VaultChat messages directly involve Eriksen or reference him by name. No documents establish that Eriksen participated in private meetings with competitor personnel to discuss pricing or competitive terms. Eriksen denied knowledge of any pricing agreements with competitors during his July 22, 2022 interview and provided a facially credible account of his conference activities. However, the May 18, 2019 email exchange — in which Eriksen appears aware that Holt was meeting privately with Edgerton at the Q2 2019 conference — represents a vulnerability that the DOJ may seek to exploit. Eriksen's physical presence at four conferences where coordination opportunities existed, combined with his role in TMC's sales organization and his proximity to Holt, warrants continued attention in the defense strategy and in preparation for any DOJ questioning of Eriksen.

D. Pricing-Change Correlation

The cross-referencing of NASMC conference dates with TMC pricing adjustments reveals a notable pattern of post-conference pricing activity. Of the fifteen (15) in-person conferences attended by Holt during the conspiracy period, TMC implemented pricing adjustments in at least one of the three relevant product categories (high-purity feldspar, industrial talc, or rare-earth concentrates) within thirty (30) days following eleven (11) of those conferences. This represents a 73% post-conference pricing-change rate.

The pricing changes encompass a range of adjustments:

• High-purity feldspar: TMC implemented pricing changes in this category following eight (8) NASMC conferences during the relevant period. In each case, the adjustment was an increase, ranging from approximately 2.5% to 6.1%.

• Industrial talc: TMC implemented pricing changes in this category following six (6) NASMC conferences. The adjustments were predominantly increases, with one instance of a price decrease in Q3 2020 (following the virtual conference, during the COVID-19 demand downturn).

• Rare-earth concentrates: TMC implemented pricing changes in this category following five (5) NASMC conferences. The adjustments included both increases and stabilizations (i.e., announcements that prices would be held at current levels rather than adjusted in response to market conditions).

As documented in the witness interview memorandum for Sandra Chu dated July 18, 2022, Ms. Chu received pricing-adjustment instructions from Holt following NASMC conferences on at least twelve (12) occasions during the conspiracy period. Ms. Chu stated during her interview that she did not question the basis for Holt's pricing instructions, as Holt had authority over pricing decisions within his division, and that she implemented the adjustments as directed without independent analysis of whether the adjustments were consistent with market fundamentals. Ms. Chu noted, however, that on several occasions, the direction and magnitude of Holt's pricing instructions "seemed to anticipate" movements in competitor pricing that were announced shortly thereafter — an observation that, while not dispositive, is consistent with the DOJ's theory of advance coordination.

Where market data is currently available from the Hargrove Forensic Advisory LLC analysis (which remains in progress), parallel price movements by Ridgecrest and Pinnacle were observed following at least eight (8) of the eleven (11) conferences after which TMC implemented pricing changes. In each of these eight instances, one or both competitors implemented pricing adjustments in the same product category, in the same direction, and within the same general timeframe (typically within 15–45 days of the TMC adjustment). The magnitude of the competitor adjustments was generally within one to two percentage points of the TMC adjustment. Dr. Vanessa Tremblay, the Hargrove engagement lead, has indicated in preliminary communications that this pattern of parallel pricing is difficult to explain by reference to common market fundamentals alone, although the full economic analysis is not yet complete.

The pricing-change correlation data is set forth in detail in Exhibit E attached hereto.

VIII. Summary Table — NASMC Conference Attendance and Coordination Indicators

The following master table consolidates the conference-by-conference data compiled in Sections IV through VII above. This table is intended to provide a single-reference overview of the attendance and correlation analysis for each NASMC conference during the conspiracy period.

Key: R = Ridgecrest Minerals Inc.; P = Pinnacle Earth Resources Ltd.; VC = VaultChat communication (number corresponds to sequential numbering in VaultChat Memo); "Pending" = Hargrove analysis incomplete for this data point; N/A = Not applicable.

Summary of Assessment Flags:

• High: Twelve (12) conferences

• Medium: Three (3) conferences

• Low: Two (2) conferences

• N/A (canceled): One (1) conference

• N/A (Holt not present): One (1) conference (Q3 2021)

The prevalence of "High" assessment flags — representing 63% of all conferences during the conspiracy period — underscores the significance of NASMC conferences as a potential coordination venue.

IX. Assessment of NASMC as a Coordination Vehicle

Based on the analysis set forth in this memorandum, the following assessments can be made regarding the role of NASMC conferences in the alleged coordination scheme:

First, NASMC conferences provided a recurring, predictable venue for in-person contact between Gavin Holt, Carl Edgerton, and Kevin Tsang outside of normal business channels. The quarterly cadence of the conferences ensured that these individuals were in the same physical location at least four times per year. The conferences' rotating locations — Arlington, Scottsdale, and Orlando — provided geographically diverse settings, while the inclusion of networking events, receptions, and informal social activities created ample opportunity for private, unmonitored conversations. The legitimacy of trade association conferences as business events provided cover for in-person meetings that might otherwise have attracted scrutiny.

Second, the DOJ alleges that the coordination at issue occurred through three principal channels: (a) in-person meetings at NASMC conferences in Arlington, VA; Scottsdale, AZ; and Orlando, FL; (b) encrypted VaultChat messaging; and (c) occasional phone calls. This analysis confirms the plausibility and likely significance of the first of these three channels. The temporal clustering of VaultChat messages around conference dates — with approximately 57% of all documented Holt-competitor communications falling within a ±7-day window of a conference at which the communicants were co-present — provides strong circumstantial evidence that the in-person and electronic channels were complementary and mutually reinforcing. In-person meetings at conferences likely served as the occasion for initiating, developing, and recalibrating the coordination arrangement, while VaultChat messages served as the mechanism for confirming, implementing, and fine-tuning specific pricing terms between conferences.

Third, the temporal clustering pattern also suggests that in-person meetings at conferences may have served as catalysts for subsequent electronic communications. The fact that the very first documented VaultChat exchange (March 14, 2017, Holt to Edgerton) occurred within five days of the Q1 2017 NASMC conference — at which both Holt and Edgerton were present — is consistent with the inference that the in-person conference was the locus at which the communication channel was established and the coordination relationship was initiated. The subsequent pattern of pre-conference VaultChat messages (suggesting preparatory communication in advance of in-person meetings) and post-conference VaultChat messages (suggesting follow-up on topics discussed in person) reinforces this inference.

Fourth, TMC's antitrust compliance program, as it existed during the conspiracy period, did not include any meaningful safeguards against the misuse of trade association conferences as a coordination vehicle. TMC adopted an antitrust compliance policy in approximately 2014, but the policy was general in nature and did not specifically address trade association interactions, competitor contacts at industry events, or protocols for conference attendance. Moreover, Calderwood & Harkness's internal investigation has determined that annual antitrust compliance training was last conducted in approximately 2018 and was not repeated in 2019, 2020, or 2021. This represents a significant compliance gap that is directly relevant to the conduct at issue.

Fifth, the absence of any TMC policy requiring pre-approval of conference attendance, governing employee

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGE
MEMORANDUM
This memorandum and its exhibits constitute attorney work product and are protected by the attorney-client privilege and the work product doctrine. This document was prepared in anticipation of litigation and in connection with the provision of legal advice. Distribution is strictly limited to authorized recipients. Do not copy, forward, or disclose without the express authorization of Calderwood & Harkness LLP.
FROM: Monica Reyes, Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP
TO: Elaine Forsythe, Responsible Partner, Antitrust & Competition Practice Group, Calderwood & Harkness LLP; Aaron Liu, Lead Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP
DATE: October 10, 2022
RE: Trade Association Meeting Analysis — NASMC Conference Attendance by TMC Personnel and Correlation with Alleged Coordination Events (2017–2021)
MATTER: Torchlight Mining Corp. — DOJ Antitrust Division Grand Jury Investigation (GJ-22-0194, N.D. Cal.)
MATTER NO.: 1039-00001
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I. Purpose and Scope
The purpose of this memorandum is to identify and catalog all North American Specialty Minerals Council ("NASMC") quarterly conferences attended by personnel of Torchlight Mining Corp. ("TMC" or the "Company") from January 2017 through August 2021, which corresponds to the period alleged by the Antitrust Division of the United States Department of Justice ("DOJ") to constitute the operative conspiracy period. This memorandum further correlates that attendance data with alleged coordination events identified both in the DOJ's investigation and in Calderwood & Harkness's ongoing internal investigation on behalf of TMC.
The scope of this analysis encompasses the following categories of source material:
(a) TMC travel and expense records maintained in the Company's corporate travel booking system for the period January 1, 2017 through August 31, 2021;
(b) NASMC published conference schedules, agendas, and attendee lists for all quarterly conferences held during the same period;
(c) TMC personnel calendar entries for relevant custodians, including electronic calendars maintained on the Company's Strathmore Data Systems server;
(d) Internal TMC emails regarding NASMC conference attendance, logistics, and post-conference activity, including emails to and from the office of TMC General Counsel;
(e) VaultChat message analysis, cross-referenced with the detailed findings set forth in the VaultChat Message Analysis Memorandum dated September 15, 2022 (the "VaultChat Memo"), prepared by Aaron Liu and reviewed by the undersigned; and
(f) Pricing and market data, to the extent currently available, compiled in connection with the engagement of Hargrove Forensic Advisory LLC.
The principal data sources underlying this analysis were assembled from three primary repositories. First, the Redstone Digital Forensics Inc. ("Redstone") hosted document review platform, under the direction of Neil Ashworth, Project Director, which houses the forensic images and extracted data collected from TMC systems and custodial devices. Second, TMC corporate travel booking system records, which were obtained directly from TMC General Counsel Priya Anand in response to Calderwood & Harkness's preservation and collection instructions issued in March 2022. Third, publicly available NASMC conference programs, which were retrieved from the NASMC website archives and supplemented by printed conference binders and electronic copies located within TMC's internal files during the document review process.
The relevant TMC personnel whose conference attendance is analyzed herein are as follows:
• Gavin Holt, Former Vice President, U.S. Specialty Minerals Sales. Mr. Holt departed TMC effective September 30, 2021, shortly after the initiation of the DOJ's investigation. As detailed in the VaultChat Memo, Mr. Holt is identified as the primary TMC participant in the alleged communications with competitor personnel. Mr. Holt's attendance at NASMC conferences is the central focus of this analysis.
• Thomas Eriksen, Regional Sales Manager, Western Region, U.S. Specialty Minerals Division. Mr. Eriksen is a current TMC employee who attended a smaller number of NASMC conferences during the relevant period. His potential exposure to coordination events at these conferences is assessed in detail below.
• Sandra Chu, Director, Pricing Analytics, U.S. Specialty Minerals Division. Ms. Chu's attendance records were reviewed as part of this analysis; however, no records indicate that Ms. Chu attended any NASMC conferences during the relevant period. Ms. Chu's role was primarily internal and analytical, and she did not typically participate in external industry events. Ms. Chu is nonetheless relevant to this analysis because she received pricing-adjustment instructions from Mr. Holt on multiple occasions following NASMC conferences, as discussed in the witness interview memorandum dated July 18, 2022.
• Other U.S. Specialty Minerals Division personnel whose travel and calendar records were reviewed for evidence of NASMC conference attendance. These individuals are identified by name in Section V.C below.
This memorandum should be read in conjunction with the VaultChat Memo, the witness interview memoranda for Gavin Holt (interview declined — counsel for Holt, Wilson & Hargreaves LLP, has indicated that Holt will invoke his Fifth Amendment privilege), Thomas Eriksen (interview conducted July 22, 2022), and Sandra Chu (interview conducted July 18, 2022), as well as the preliminary pricing-analysis summary provided by Hargrove Forensic Advisory LLC.
II. Background on NASMC
The North American Specialty Minerals Council ("NASMC") is a trade association organized as a tax-exempt entity under Section 501(c)(6) of the Internal Revenue Code. NASMC is headquartered at 2300 Wilson Boulevard, Suite 400, Arlington, Virginia 22201. According to its publicly available charter documents and website, NASMC's stated mission is to "promote the responsible development, production, and distribution of specialty mineral products across North America through industry collaboration, market research, and policy advocacy."
NASMC organizes quarterly industry conferences, which represent the association's principal recurring activity. These conferences serve as forums for member companies to discuss industry trends, regulatory developments, supply-chain issues, and market conditions. In addition to the quarterly conferences, NASMC publishes periodic pricing benchmarks and market reports for the specialty-minerals sector. The product categories covered by NASMC's benchmarking activities include, among others, high-purity feldspar, industrial talc, and rare-earth concentrates — the three product categories at the center of the DOJ's investigation.
During the period from January 2017 through August 2021, NASMC conferences were typically held at rotating venues, with the location generally following a seasonal pattern. Based on our review of NASMC conference programs and TMC travel records, the primary venues during this period were as follows:
• Arlington, Virginia — Conferences in Arlington were typically held in Q1 (January or February) and Q4 (October or November) of each year. The Arlington conferences were generally held at the Ashgrove Corporation or the Westvale Industries, both located in proximity to NASMC's headquarters. The Arlington conferences tended to feature the association's annual business meeting (in Q1) and its annual regulatory update and planning session (in Q4).
• Scottsdale, Arizona — Conferences in Scottsdale were typically held in Q2 (April or May) of each year. These conferences were often held at resort-style venues, including the Ashford & Co. and the Crestline Group. The Scottsdale conferences tended to feature commercial and pricing-related panels, including the annual "Pricing Outlook" session.
• Orlando, Florida — Conferences in Orlando were typically held in Q3 (July or August) of each year. The Orlando conferences were generally held at convention-center-adjacent hotels, including the Glenrock Enterprises and the Drayton Group. The Orlando conferences tended to feature customer-facing panels and regional market updates.
NASMC's membership roster during the relevant period included the following companies, among others, that are relevant to the DOJ's investigation:
• Torchlight Mining Corp. ("TMC") — Member throughout the relevant period. TMC's U.S. Specialty Minerals Division was the Company's primary point of engagement with NASMC.
• Ridgecrest Minerals Inc. ("Ridgecrest") — Member throughout the relevant period. Ridgecrest is a direct competitor of TMC in the production and sale of high-purity feldspar, industrial talc, and rare-earth concentrates.
• Pinnacle Earth Resources Ltd. ("Pinnacle") — Member throughout the relevant period. Pinnacle is a Canadian-headquartered company with significant U.S. operations and is a direct competitor of TMC in the same product categories.
• Cascade Chemical Supply Co. ("Cascade") — Member throughout the relevant period. Cascade is a smaller competitor that entered into a cooperation agreement with the DOJ in approximately September 2021, providing documents and testimony that are understood to have triggered the broader investigation.
• Numerous other industry participants, including producers, distributors, equipment suppliers, and service providers, who are not presently identified as subjects or targets of the DOJ investigation.
NASMC conferences typically spanned two to three days and included a mix of plenary sessions, panel discussions, committee meetings, exhibit-hall hours, and networking events. Networking events at NASMC conferences commonly included welcome receptions, sponsored dinners, and golf outings. These informal settings are of particular significance to this analysis because the DOJ suspects — and the evidence reviewed to date supports the inference — that side meetings on the margins of NASMC conferences, conducted outside the formal conference program, served as occasions for anticompetitive coordination among competitor personnel.
The key competitor personnel known to have attended NASMC conferences during the relevant period, and who are identified in the DOJ's investigation materials as participants in the alleged conspiracy, are:
• Carl Edgerton, Vice President of Sales, Ridgecrest Minerals Inc. Mr. Edgerton is identified in VaultChat messages as a frequent interlocutor of Mr. Holt. Mr. Edgerton is identified by name in the DOJ's subpoena attachments and in the Cascade cooperation materials as a key participant in the suspected conduct.
• Kevin Tsang, Former Senior Vice President, Commercial Operations, Pinnacle Earth Resources Ltd. Mr. Tsang departed Pinnacle at an unknown date, believed to be in late 2021 or early 2022. Mr. Tsang is identified in VaultChat messages and in the Cascade cooperation materials as a participant in the alleged coordination.
III. Methodology
A. Source Data and Collection
The source data underlying this analysis was collected through the following means and from the following repositories:
TMC Corporate Travel Records. TMC's corporate travel records for the period January 1, 2017 through August 31, 2021 were collected by Redstone Digital Forensics Inc. during the forensic collection conducted pursuant to Grand Jury Subpoena No. GJ-22-0194-SD-003, which was served on TMC on February 14, 2022. The travel records were extracted from TMC's Adriatic Solutions travel and expense management system and include flight bookings, hotel reservations, ground transportation charges, meal and incidental expense reports, and associated approval records. These records were processed and loaded into the Redstone hosted review platform, where they were reviewed by the Calderwood & Harkness document review team. Travel records pertaining to NASMC conference attendance were tagged with the review code "NASMC-CONF" for purposes of this analysis.
NASMC Conference Programs and Attendee Rosters. NASMC conference programs and attendee rosters were obtained from two sources. First, NASMC maintains a publicly accessible archive on its website (www.nasmc.org/conferences/archive) that includes conference agendas, speaker lists, and in some cases, registered attendee rosters for conferences dating back to 2015. Second, TMC's internal files contained physical conference binders and electronic copies of conference materials (including registration confirmation emails, conference apps, and PDF programs) that were collected during the document review process and loaded into the Redstone platform. These materials were cross-referenced to confirm conference dates, locations, and attendee information.
Email and Calendar Data. The email and calendar data of the following custodians were searched as part of this analysis: Gavin Holt (Strathmore Data Systems account, custodian code GH-001), Thomas Eriksen (Strathmore Data Systems account, custodian code TE-001), Sandra Chu (Strathmore Data Systems account, custodian code SC-001), and five additional U.S. Specialty Minerals Division employees identified in Section V.C below. Targeted searches were conducted using the following categories of search terms:
(i) Organization and conference names: "NASMC," "North American Specialty Minerals Council," "Specialty Minerals Conference," "Quarterly Conference";
(ii) Venue cities and hotel names: "Arlington," "Crystal Gateway," "Crystal City," "Scottsdale," "McCormick Ranch," "Fairmont," "Orlando," "Glenrock Enterprises," "Drayton Group";
(iii) Competitor company and individual names: "Ridgecrest," "Pinnacle," "Cascade," "Edgerton," "Tsang," "Massey"; and
(iv) General conference-related terms: "conference registration," "conference badge," "networking dinner," "trade association meeting," "industry event."
The search results were reviewed by the Calderwood & Harkness document review team and coded for relevance to NASMC conference attendance and competitor communications.
VaultChat Messages. VaultChat messages involving Gavin Holt were recovered and analyzed as detailed in the VaultChat Message Analysis Memorandum of September 15, 2022. A total of approximately 37 discrete Holt-competitor communications were documented in that analysis, spanning the period from March 2017 through July 2021. For purposes of this memorandum, those communications were cross-referenced against NASMC conference dates to determine temporal proximity, as described in Section III.B below. The VaultChat Memo should be consulted for the full details of message recovery, authentication, and content analysis.
TMC Expense Reports and Corporate Credit Card Statements. In addition to the Harborview Solutions travel booking records, TMC corporate credit card statements for Gavin Holt and Thomas Eriksen were reviewed for charges incurred in NASMC conference cities during conference date windows. These records provided supplementary confirmation of conference attendance and, in certain instances, documented meals and entertainment expenditures that could not be associated with formal conference events — a category of expenditure that may be relevant to the question of informal side meetings with competitor personnel.
B. Analytical Framework
The analytical framework applied in this memorandum is designed to systematically evaluate the relationship between NASMC conference attendance and the alleged coordination events that are the subject of the DOJ's investigation. The framework consists of the following components:
Conference Identification and Cataloging. Each NASMC conference held during the conspiracy period (approximately January 2017 through August 2021) was identified and cataloged based on the source data described above. The complete conference schedule is set forth in Section IV below. We identified a total of nineteen (19) scheduled quarterly conferences during this period, of which seventeen (17) were held as in-person events and two (2) were affected by the COVID-19 pandemic (the Q2 2020 conference was canceled entirely, and the Q3 2020 conference was held in a virtual format).
Per-Conference Analysis. For each conference, the following data points were identified and recorded:
(1) TMC Attendees — All TMC personnel confirmed to have attended the conference, based on travel records, expense reports, calendar entries, badge scan data (where available from NASMC records), and email correspondence.
(2) Known Competitor Attendees — Whether Carl Edgerton (Ridgecrest), Kevin Tsang (Pinnacle), Leonard Massey (Cascade), or other identified competitor personnel attended the conference, based on NASMC attendee rosters, TMC internal emails referencing competitor presence, and VaultChat message content.
(3) Pre-Conference and Post-Conference Communications — Any documented communications between TMC personnel and competitor personnel occurring within a seven (7) calendar day window before or after the conference dates. This category includes VaultChat messages, emails (to the extent any were identified), and references in documents to phone calls.
(4) TMC Pricing Changes Within 30 Days Post-Conference — Any pricing adjustments implemented by TMC in the three relevant product categories (high-purity feldspar, industrial talc, and rare-earth concentrates) within thirty (30) calendar days following the conclusion of each conference. Pricing data was obtained from TMC's internal pricing records and from the preliminary analysis conducted by Hargrove Forensic Advisory LLC.
(5) Competitor Pricing Changes — Where market data is available (from Hargrove Forensic Advisory's analysis and from publicly available pricing indices), whether Ridgecrest, Pinnacle, or other competitors implemented parallel pricing changes within the same 30-day post-conference window.
(6) VaultChat or Other Competitor Communications Temporally Proximate to the Conference — A specific cross-reference to the 37 documented Holt-competitor communications identified in the VaultChat Memo, flagging any communication that falls within the seven-day pre- or post-conference window.
VaultChat Temporal Mapping. The approximately 37 documented Holt-competitor communications identified in the VaultChat analysis were plotted on a timeline and mapped against the NASMC conference dates. The purpose of this mapping exercise was to determine whether there is a statistically or qualitatively meaningful clustering of VaultChat communications around conference dates. As detailed in Section VII below, this mapping reveals a significant pattern of temporal proximity between conference dates and electronic communications with competitors.
Assessment Categorization. Based on the foregoing data points, each conference was assigned a qualitative assessment flag — "High," "Medium," or "Low" — reflecting the strength of the inference that the conference served as an occasion for coordination activity. A "High" flag was assigned where: (a) Holt and at least one of Edgerton or Tsang were confirmed co-present, (b) VaultChat or other competitor communications were documented within the ±7 day window, and (c) a TMC pricing change occurred within 30 days post-conference. A "Medium" flag was assigned where two of these three criteria were met. A "Low" flag was assigned where only one criterion was met or where the available data was insufficient to draw conclusions.
IV. NASMC Conference Schedule — January 2017 Through August 2021
The following table sets forth the complete schedule of NASMC quarterly conferences during the relevant period, based on NASMC published conference programs, TMC internal files, and publicly available NASMC archive data. A total of nineteen (19) quarterly conferences were scheduled during this period. Seventeen (17) were held as in-person events, one (1) was canceled, and one (1) was held in a virtual format.
As reflected in the table above, the Q2 2020 conference was canceled entirely as a result of the COVID-19 pandemic and associated public-health restrictions. The Q3 2020 conference was converted to a two-day virtual format conducted via the Calderon Software videoconferencing platform. The Q4 2020 and Q1 2021 conferences in Arlington were held in person but with reduced attendance and enhanced health protocols. Beginning with the Q2 2021 conference in Scottsdale, NASMC conferences returned to their pre-pandemic format.
The cancellation of the Q2 2020 conference and the virtual format of the Q3 2020 conference are significant because they eliminated the in-person meeting opportunity for approximately six months during the middle of the alleged conspiracy period. As discussed further in Section VII below, VaultChat messaging frequency increased during this period, which may suggest that electronic communications substituted for in-person contact when conferences were unavailable as a coordination venue.
V. TMC Personnel Attendance — Conference-by-Conference Analysis
A. Gavin Holt — Attendance Summary
Gavin Holt served as TMC's Vice President, U.S. Specialty Minerals Sales from approximately January 2015 through his departure from the Company effective September 30, 2021. In that capacity, Mr. Holt was TMC's primary representative at NASMC conferences and was authorized to participate in NASMC's pricing-committee sessions, commercial-outlook panels, and networking events on behalf of the Company. Mr. Holt reported directly to James Farrow, Senior Vice President, U.S. Mining Operations, and had authority over the pricing and sales strategy of TMC's U.S. Specialty Minerals Division, subject to final approval by Mr. Farrow and, for pricing changes exceeding certain thresholds, by the Chief Operating Officer.
Based on our review of TMC travel records, expense reports, calendar entries, and NASMC attendee rosters, Mr. Holt attended NASMC conferences on a consistent basis throughout the period from Q1 2017 through Q2 2021. The Q3 2021 conference (August 3–5, 2021, Orlando, FL) took place shortly before Mr. Holt's departure; his travel records indicate that he registered for this conference but ultimately did not attend, as discussed further below. The Q2 2020 conference was canceled, and the Q3 2020 virtual conference does not involve in-person attendance.
The following table sets forth Mr. Holt's confirmed conference attendance during the relevant period:
Summary: Mr. Holt attended fifteen (15) in-person NASMC conferences out of a possible seventeen (17) in-person conferences during the conspiracy period. He participated remotely in the one (1) virtual conference (Q3 2020). He did not attend the Q3 2018 conference (Orlando, FL) due to a personal absence, and he canceled his attendance at the Q3 2021 conference (Orlando, FL) on July 28, 2021, approximately two months before his departure from TMC. His cancellation of the Q3 2021 conference occurred after the DOJ's investigation had commenced and after TMC retained Calderwood & Harkness; the timing of this cancellation may warrant further analysis.
At those conferences he attended, Mr. Holt's role encompassed participation in NASMC's formal programming, including serving as a panelist or moderator on pricing-outlook and commercial-strategy panels in Q2 2018 (Scottsdale), Q2 2019 (Scottsdale), and Q2 2021 (Scottsdale). Mr. Holt also served on NASMC's Pricing Data Committee during the period from 2017 through 2020, a committee that met in closed session during each quarterly conference to review and discuss the methodology for NASMC's published pricing benchmarks. The Pricing Data Committee sessions are of particular concern because they provided a structured forum for competitors to discuss pricing data and methodology in a small-group setting.
B. Thomas Eriksen — Attendance Summary
Thomas Eriksen has served as TMC's Regional Sales Manager, Western Region, U.S. Specialty Minerals Division since approximately March 2016. Mr. Eriksen reports to the Vice President, U.S. Specialty Minerals Sales (formerly Mr. Holt; currently vacant pending organizational restructuring). Mr. Eriksen's responsibilities include managing customer relationships and sales operations for TMC's specialty-minerals products in the western United States. His role is primarily customer-facing and operational, rather than strategic or pricing-focused.
Based on our review of TMC travel records, expense reports, calendar entries, and NASMC attendee rosters, Mr. Eriksen attended four (4) NASMC conferences during the conspiracy period. His attendance was less regular than Mr. Holt's, consistent with his more limited role in industry-relations activities. Mr. Eriksen attended primarily when the conference agenda included Western Region topics, customer-facing panels, or sessions relevant to his sales territory.
The four conferences attended by Mr. Eriksen are set forth below:
Several observations regarding Mr. Eriksen's attendance pattern are noteworthy:
First, three of Mr. Eriksen's four conference attendances (Q2 2017, Q2 2019, and Q1 2020) overlapped with Mr. Holt's attendance. This means that at those three conferences, both TMC representatives were present in the same venue as competitor personnel, including Edgerton and/or Tsang. However, the fact that both Holt and Eriksen attended the same conference does not, without more, establish that Eriksen participated in or was aware of any coordination activities between Holt and competitor personnel.
Second, Mr. Eriksen's attendance at the Q3 2018 conference (Orlando, FL) occurred when Mr. Holt was absent. This conference is the only NASMC event during the conspiracy period at which Eriksen was present without Holt. As discussed further in Section VII.C below, the implications of Eriksen's sole attendance at this conference depend on whether Edgerton and/or Tsang were also present and whether any communications occurred in the surrounding time period.
Third, Mr. Eriksen denied knowledge of any pricing agreements or coordination with competitors during his Calderwood & Harkness interview conducted on July 22, 2022. Mr. Eriksen stated that his interactions at NASMC conferences were limited to formal panel sessions, customer networking, and social events with TMC colleagues. He stated that he was aware of Mr. Holt's acquaintance with Carl Edgerton of Ridgecrest but characterized their relationship as a "normal industry friendship" and stated that he never witnessed any substantive pricing discussions between Holt and Edgerton or any other competitor representative.
C. Other TMC Personnel Attendance
In addition to Mr. Holt and Mr. Eriksen, the travel and calendar records of the following U.S. Specialty Minerals Division employees were reviewed for evidence of NASMC conference attendance:
• Sandra Chu, Director, Pricing Analytics: As noted above, no records indicate that Ms. Chu attended any NASMC conferences during the relevant period. Ms. Chu confirmed during her July 18, 2022 interview that she did not attend NASMC conferences and that her role was exclusively internal.
• David Nakamura, Sales Representative, Eastern Region: Mr. Nakamura attended two (2) NASMC conferences during the relevant period — Q3 2017 (Orlando, FL) and Q3 2019 (Orlando, FL). Both were Orlando conferences at which customer-facing panels were on the agenda. There is no evidence that Mr. Nakamura had any contact with competitor personnel regarding pricing or competitive topics. Mr. Nakamura was not identified as a person of interest in the DOJ's investigation.
• Rachel Hendricks, Sales Representative, Central Region: Ms. Hendricks attended one (1) NASMC conference — Q1 2019 (Arlington, VA). Her attendance was confirmed through travel records. There is no evidence of competitor contact.
• Martin Shea, Business Development Manager: Mr. Shea attended three (3) NASMC conferences — Q4 2017 (Arlington, VA), Q1 2018 (Arlington, VA), and Q4 2019 (Arlington, VA). Mr. Shea's role focused on business development and partnerships with non-competing companies. There is no evidence that Mr. Shea had contact with Ridgecrest, Pinnacle, or Cascade personnel regarding pricing or competitive topics.
• Jennifer Voss, Administrative Coordinator, U.S. Specialty Minerals Division: Ms. Voss attended one (1) NASMC conference — Q1 2018 (Arlington, VA) — in an administrative support capacity, assisting with logistics for the TMC delegation. Ms. Voss did not participate in any panels, committee meetings, or networking events. There is no evidence of any competitor contact.
None of the individuals listed above (other than Mr. Holt and Mr. Eriksen) have been identified as having relevant contact with competitor personnel at NASMC conferences, and none are identified as persons of interest in the DOJ's investigation or in the Calderwood & Harkness internal investigation.
VI. Known Competitor Attendance at NASMC Conferences
A. Ridgecrest Minerals Inc.
Carl Edgerton, Vice President of Sales at Ridgecrest Minerals Inc., has been identified in NASMC attendee rosters and in TMC internal emails as a regular attendee at NASMC quarterly conferences throughout the conspiracy period. Based on NASMC attendee rosters available in our files, Mr. Edgerton's name appears on the roster for at least fourteen (14) of the seventeen (17) in-person conferences held between Q1 2017 and Q3 2021. This level of attendance is comparable to that of Mr. Holt and is consistent with Mr. Edgerton's role as Ridgecrest's senior commercial representative.
TMC internal emails confirm that TMC personnel were aware of Mr. Edgerton's regular presence at NASMC conferences. For example, an email from Mr. Holt to Mr. Eriksen dated May 11, 2017 (Bates No. TMC-0047832), in advance of the Q2 2017 Scottsdale conference, states: "Carl E. from Ridgecrest will be there as usual — we'll probably end up at the same dinner table at the welcome reception." This email, while not itself evidence of coordination, establishes that Holt and Edgerton were in regular in-person contact at NASMC events and that their interactions extended to informal social settings.
Mr. Edgerton is identified in DOJ materials as a key participant in the suspected anticompetitive conduct. The Cascade cooperation materials, as described in the DOJ's subpoena attachments and information provided to TMC's counsel during the meet-and-confer process, identify Mr. Edgerton as a participant in discussions regarding pricing for high-purity feldspar and industrial talc at NASMC conferences. Additionally, the VaultChat Memo identifies Mr. Edgerton as the participant in the majority of the 37 documented Holt-competitor communications — specifically, approximately 28 of the 37 messages involved exchanges between Holt and Edgerton.
In addition to Mr. Edgerton, other Ridgecrest personnel attended NASMC conferences on an intermittent basis, including Patricia Conley (Director, Marketing, Ridgecrest) and Robert Faulk (Regional Manager, Ridgecrest). However, neither Ms. Conley nor Mr. Faulk is identified in any evidence as a participant in the alleged coordination.
B. Pinnacle Earth Resources Ltd.
Kevin Tsang, Former Senior Vice President, Commercial Operations at Pinnacle Earth Resources Ltd., has been identified in NASMC attendee rosters as a regular attendee during the conspiracy period. Based on available NASMC rosters, Mr. Tsang's name appears on the roster for at least eleven (11) of the seventeen (17) in-person conferences held between Q1 2017 and Q3 2021. Mr. Tsang's attendance was somewhat less consistent than that of Holt or Edgerton, with gaps in 2017 and early 2018. Beginning in approximately mid-2018, Mr. Tsang's attendance became more regular, which coincides with the period during which VaultChat communications between Holt and Tsang commenced (per the VaultChat Memo, the first documented Holt-Tsang VaultChat exchange occurred in approximately September 2018).
Mr. Tsang is a key individual identified in the DOJ's investigation. The Cascade cooperation materials reference Mr. Tsang as a participant in discussions regarding rare-earth concentrate pricing at NASMC conferences. The VaultChat Memo documents approximately nine (9) Holt-Tsang VaultChat exchanges during the period from September 2018 through July 2021.
Mr. Tsang departed Pinnacle at an unknown date, believed to be in late 2021 or early 2022. His current location and representation status are not known to us at this time, though we understand from information provided by the DOJ during the meet-and-confer process that Mr. Tsang has retained separate counsel.
C. Cascade Chemical Supply Co.
Leonard Massey, President of Cascade Chemical Supply Co., or other Cascade representatives, attended certain NASMC conferences during the relevant period. Based on available NASMC attendee rosters and TMC internal files, Mr. Massey or a Cascade designee attended approximately eight (8) to ten (10) conferences during the conspiracy period. Cascade is a smaller company than TMC, Ridgecrest, or Pinnacle, and its attendance at NASMC events was less consistent.
Cascade entered into a cooperation agreement with the DOJ in approximately September 2021, pursuant to which Cascade agreed to provide documents and testimony regarding its knowledge of anticompetitive conduct in the specialty-minerals sector. It is understood that Cascade's cooperation disclosures include information about events at NASMC conferences, including accounts of discussions between competitor personnel regarding pricing and market allocation. The specific content of Cascade's cooperation disclosures is not fully known to Calderwood & Harkness at this time, but we anticipate that DOJ will rely on Cascade's accounts in presenting the case to the grand jury and in any subsequent prosecution.
The significance of Cascade's conference attendance lies not only in Cascade's role as a participant in the alleged conduct but also in its role as a cooperating witness whose personnel may have observed or participated in coordination events at NASMC conferences. Any account provided by Cascade regarding NASMC conference events should be compared to the conference-attendance data compiled in this memorandum.
VII. Correlation Analysis — Conference Attendance and Alleged Coordination Events
A. Overview of Correlation Methodology
The correlation analysis set forth in this section is designed to assess the relationship between NASMC conference attendance and the alleged coordination events identified in the DOJ's investigation and in Calderwood & Harkness's internal investigation. The analysis is structured as follows:
Each NASMC conference at which both Gavin Holt and at least one of Carl Edgerton (Ridgecrest) or Kevin Tsang (Pinnacle) were confirmed present was flagged as a "potential coordination opportunity." Based on the attendance data compiled in Sections V and VI above, we identified thirteen (13) in-person conferences during the conspiracy period that qualify as potential coordination opportunities — that is, conferences at which Holt and at least one of the two key competitor representatives were co-present. An additional two (2) conferences qualify as potential coordination opportunities involving Edgerton only (Tsang absent), and one (1) conference qualifies as a potential coordination opportunity involving Tsang only (Holt and Edgerton co-present without Tsang, or Tsang and Holt co-present without Edgerton). The specific breakdown is detailed in the master table in Section VIII.
For each potential coordination opportunity, the analysis examined three categories of corroborating evidence:
(1) VaultChat Messages in ±7-Day Windows. Each of the 37 documented Holt-competitor VaultChat communications was checked against a window spanning seven (7) calendar days before the first day of the conference through seven (7) calendar days after the last day of the conference. Any VaultChat communication falling within this window was flagged as temporally proximate to the conference.
(2) TMC Pricing Changes Within 30 Days Post-Conference. TMC's internal pricing records for high-purity feldspar, industrial talc, and rare-earth concentrates were reviewed to identify any pricing adjustments effective within thirty (30) calendar days following the conclusion of each conference. Pricing-adjustment instructions from Holt to Sandra Chu (or to other Pricing Analytics personnel) were cross-referenced with conference dates.
(3) Competitor Parallel Pricing Changes. Where market data is available from the Hargrove Forensic Advisory LLC analysis (engagement commenced July 1, 2022, under the direction of Dr. Vanessa Tremblay), parallel pricing changes by Ridgecrest and Pinnacle within the same 30-day post-conference window were noted. We caution that the Hargrove analysis is still in progress and that the competitor pricing data is incomplete; accordingly, the absence of a noted competitor pricing change should not be interpreted as evidence that no such change occurred.
B. Conferences with Documented Pre- or Post-Conference Competitor Communications
The cross-referencing of VaultChat communications against NASMC conference dates reveals a significant pattern of temporal clustering. Of the approximately 37 documented Holt-competitor VaultChat or other communication instances between March 2017 and July 2021, we have identified eighteen (18) communications that fall within the ±7-day window of an NASMC conference at which Holt and the relevant competitor representative were co-present. An additional three (3) communications fall within the ±7-day window of a conference at which Holt was present but the specific competitor interlocutor's attendance has not yet been confirmed. In total, approximately twenty-one (21) of the 37 documented communications — representing approximately 57% — cluster around NASMC conference dates.
This clustering is striking and provides strong circumstantial support for the DOJ's theory that NASMC conferences served as a coordination venue. The pattern suggests that in-person meetings at conferences may have served as catalysts for subsequent electronic communications (e.g., follow-up VaultChat messages to confirm or implement pricing agreements discussed in person), or, conversely, that VaultChat messages sent in advance of conferences may have been used to arrange or preview topics for in-person discussions.
The following are specific examples of the temporal correlation between conference dates and documented communications:
March 2017 — Q1 2017 Conference, Arlington, VA (March 7–9, 2017).
The first documented VaultChat exchange between Holt and Edgerton occurred on March 14, 2017 — five (5) days after the conclusion of the Q1 2017 NASMC conference in Arlington, Virginia. Both Holt and Edgerton are confirmed as attendees at this conference based on NASMC attendee rosters and TMC travel records. This temporal proximity strongly suggests that the Q1 2017 conference served as the occasion for the initial in-person meeting between Holt and Edgerton at which they established their VaultChat communication channel and, potentially, the contours of the alleged coordination arrangement. The March 14, 2017 VaultChat message is the earliest documented communication in the alleged conspiracy, and its proximity to the Q1 2017 conference is a critical data point for the DOJ's timeline.
The content of the March 14, 2017 message, as detailed in the VaultChat Memo, is brief and relates to the exchange of pricing benchmarks for high-purity feldspar — a subject that would have been discussed in NASMC's formal programming at the conference. The inference is that Holt and Edgerton transitioned from legitimate industry discussion at the conference to private, competitor-only communication via VaultChat within days of the event.
TMC's internal pricing records indicate that Holt issued a pricing-adjustment instruction to Sandra Chu on March 29, 2017 — twenty (20) days after the conclusion of the conference — directing a 4.2% increase in TMC's posted price for Grade A high-purity feldspar, effective April 10, 2017. Preliminary data from the Hargrove analysis indicates that Ridgecrest implemented a comparable price increase for its equivalent product within the same timeframe.
May 2017 — Q2 2017 Conference, Scottsdale, AZ (May 16–18, 2017).
Two VaultChat messages between Holt and Edgerton were documented in the ±7-day window of the Q2 2017 conference in Scottsdale: one sent on May 14, 2017 (two days before the conference commenced) and one sent on May 22, 2017 (four days after the conference concluded). Both Holt and Edgerton are confirmed attendees. Thomas Eriksen also attended this conference. The pre-conference message appears, based on the VaultChat Memo analysis, to relate to logistics for meeting at the conference ("See you at the reception Tuesday night"), while the post-conference message relates to pricing for industrial talc. A TMC pricing adjustment for industrial talc was implemented within 25 days of this conference.
October 2017 — Q4 2017 Conference, Arlington, VA (October 17–19, 2017).
One VaultChat message between Holt and Edgerton was documented on October 22, 2017, three days after the conclusion of the Q4 2017 conference in Arlington. Both Holt and Edgerton were confirmed attendees. Kevin Tsang's attendance at this conference has been confirmed through the NASMC attendee roster, making this the first conference in the dataset at which all three key competitor representatives (Holt, Edgerton, and Tsang) were co-present. The October 22 message references "the numbers we talked about" — language that the DOJ may argue refers to pricing terms discussed in person at the conference. A TMC pricing adjustment for rare-earth concentrates was implemented on November 8, 2017, approximately twenty (20) days post-conference.
Q2 2018 Conference, Scottsdale, AZ (April 24–26, 2018) and Q4 2018 Conference, Arlington, VA (October 23–25, 2018).
Two VaultChat messages cluster around the Q2 2018 Scottsdale conference — one sent on April 21, 2018 (three days before the conference) and one sent on April 30, 2018 (four days after). Both messages involve Holt and Edgerton and relate to high-purity feldspar pricing. Both Holt and Edgerton were present; Tsang's attendance at this conference is confirmed as well. A TMC pricing change for high-purity feldspar was implemented within 30 days.
Similarly, one VaultChat message was documented on October 28, 2018, three days after the Q4 2018 Arlington conference. This message is between Holt and Edgerton and appears to confirm a pricing approach for the upcoming calendar year. A Holt-Tsang VaultChat exchange also occurs for the first time on or about November 2, 2018 — approximately one week after the Q4 2018 conference — suggesting that the conference may have facilitated the expansion of the communication network to include Tsang.
Q2 2019 Conference, Scottsdale, AZ (May 14–16, 2019).
Three VaultChat messages cluster around this conference — the highest concentration of communications around any single conference in the dataset. One Holt-Edgerton message was sent on May 12, 2019 (two days before the conference), one Holt-Edgerton message was sent on May 19, 2019 (three days after), and one Holt-Tsang message was sent on May 20, 2019 (four days after). All three key representatives — Holt, Edgerton, and Tsang — were confirmed attendees. Thomas Eriksen also attended this conference (his third NASMC conference). TMC pricing adjustments for both high-purity feldspar and industrial talc were implemented within the 30-day post-conference window.
Q4 2019 Conference, Arlington, VA (November 5–7, 2019) and Q1 2020 Conference, Arlington, VA (February 4–6, 2020).
Two VaultChat messages cluster around the Q4 2019 conference, and one message clusters around the Q1 2020 conference. The Q1 2020 conference in Arlington is the last in-person conference before the onset of the COVID-19 pandemic. Thomas Eriksen attended the Q1 2020 conference. Both Holt and Edgerton were present at both conferences; Tsang attended the Q4 2019 conference but his attendance at Q1 2020 is unconfirmed.
COVID-19 Period — Q2 2020 (Canceled) and Q3 2020 (Virtual).
During the approximately six-month period from March 2020 through September 2020, no in-person NASMC conferences were held. Notably, VaultChat messaging between Holt and Edgerton appears to have increased during this period — the VaultChat Memo identifies four (4) VaultChat messages during this window, compared to an average of approximately two (2) messages per six-month period during periods when in-person conferences were available. This increase is consistent with the hypothesis that VaultChat messaging served as a substitute for in-person coordination when conference venues were unavailable.
Q4 2020 through Q2 2021 Conferences — Post-Pandemic Resumption.
VaultChat communications continued to cluster around conferences as in-person events resumed. Two messages cluster around the Q4 2020 Arlington conference, one message clusters around the Q1 2021 Arlington conference, and two messages cluster around the Q2 2021 Scottsdale conference. The Q2 2021 conference is the last conference attended by Holt before his departure from TMC.
C. Conferences Attended by Thomas Eriksen — Analysis of Overlap
The four NASMC conferences attended by Thomas Eriksen were each analyzed in detail to assess the extent to which Eriksen may have been exposed to coordination activity. The analysis for each conference is set forth below:
Q2 2017 — Scottsdale, AZ (May 16–18, 2017).
• Competitor attendance: Carl Edgerton (Ridgecrest) was confirmed present. Kevin Tsang's attendance is unconfirmed (Tsang's name does not appear on the available NASMC roster for this conference, though the roster may be incomplete).
• Holt co-attendance: Yes. Holt and Eriksen attended together.
• VaultChat activity: Two VaultChat messages between Holt and Edgerton fall within the ±7-day window (May 14 and May 22, 2017). Neither message references Eriksen by name.
• Documents suggesting Eriksen participated in side meetings: None identified. Eriksen's expense report shows meals at the conference hotel restaurant; no charges for off-site restaurants or bars that might suggest private meetings with competitors. Eriksen's calendar entry for the conference references only formal panel sessions and a team dinner with Holt and David Nakamura (the Eastern Region sales representative, who did not attend this conference but was visiting Scottsdale on other business).
• Assessment: The evidence does not support a finding that Eriksen participated in any coordination activity at this conference. However, Eriksen's co-presence with Holt and Edgerton at the same venue means that Eriksen may have observed informal interactions between Holt and Edgerton, even if he did not participate in or understand the significance of those interactions.
Q3 2018 — Orlando, FL (August 7–9, 2018).
• Competitor attendance: Carl Edgerton was confirmed present. Kevin Tsang was confirmed present.
• Holt co-attendance: No. Holt was absent from this conference (personal leave). Eriksen attended as TMC's sole representative from the U.S. Specialty Minerals Division.
• VaultChat activity: No VaultChat messages fall within the ±7-day window of this conference. The nearest Holt-Edgerton VaultChat message precedes the conference by approximately three weeks.
• Documents suggesting Eriksen participated in side meetings: None identified. Eriksen's expense report is unremarkable. No emails or calendar entries suggest meetings with Edgerton, Tsang, or other competitor personnel.
• Assessment: This conference presents the lowest risk of Eriksen exposure. Holt was absent, and no VaultChat activity is temporally proximate. The absence of Holt reduces the inference that coordination activity occurred at this conference. However, Eriksen's presence as TMC's sole representative, in the same venue as both Edgerton and Tsang, may be a fact that the DOJ explores in questioning.
Q2 2019 — Scottsdale, AZ (May 14–16, 2019).
• Competitor attendance: Carl Edgerton was confirmed present. Kevin Tsang was confirmed present.
• Holt co-attendance: Yes. Holt and Eriksen attended together.
• VaultChat activity: Three VaultChat messages fall within the ±7-day window — the highest concentration around any conference in the dataset. None of the messages reference Eriksen by name. However, the May 19, 2019 Holt-Edgerton message states, in relevant part: "Good catching up in person. Let's lock in the feldspar numbers before end of month." This language is potentially incriminating as to Holt and Edgerton but does not reference Eriksen.
• Documents suggesting Eriksen participated in side meetings: One document is ambiguous. An email from Eriksen to Holt on May 18, 2019 (the final day of the conference) states: "Headed to the bar at the resort — are you joining?" Holt responded: "In a bit — finishing up with Carl." The reference to "Carl" likely refers to Carl Edgerton. This exchange suggests that Holt was meeting privately with Edgerton at the conference venue and that Eriksen was at least aware that Holt was with a person named "Carl" — though it does not establish that Eriksen knew the nature or content of the meeting. During his July 22, 2022 interview, Eriksen stated that he assumed Holt and Edgerton were "just catching up as friends" and that he did not think anything of it at the time.
• Assessment: This conference presents the highest risk of Eriksen exposure. While there is no direct evidence that Eriksen participated in any coordination, the email exchange suggests he was aware of private meetings between Holt and Edgerton. The DOJ may argue that Eriksen's knowledge of Holt's private meetings with a competitor representative, combined with his failure to report those meetings, constitutes evidence of knowing participation or willful blindness. The defense should emphasize that awareness of a social interaction is not evidence of knowledge of its anticompetitive content.
Q1 2020 — Arlington, VA (February 4–6, 2020).
• Competitor attendance: Carl Edgerton was confirmed present. Kevin Tsang's attendance is unconfirmed.
• Holt co-attendance: Yes. Holt and Eriksen attended together.
• VaultChat activity: One VaultChat message between Holt and Edgerton falls within the ±7-day window, sent on February 10, 2020 (four days after the conference concluded). The message does not reference Eriksen.
• Documents suggesting Eriksen participated in side meetings: None identified. Eriksen's expense report and calendar entries are unremarkable for this conference.
• Assessment: The evidence is similar to the Q2 2017 pattern: Eriksen co-attended with Holt and Edgerton, a VaultChat message is temporally proximate, but no evidence links Eriksen to the communication or to any side meeting. Risk level is moderate.
Overall Conclusion Regarding Eriksen: The evidence of Thomas Eriksen's direct participation in coordination activity at NASMC conferences is ambiguous. No VaultChat messages directly involve Eriksen or reference him by name. No documents establish that Eriksen participated in private meetings with competitor personnel to discuss pricing or competitive terms. Eriksen denied knowledge of any pricing agreements with competitors during his July 22, 2022 interview and provided a facially credible account of his conference activities. However, the May 18, 2019 email exchange — in which Eriksen appears aware that Holt was meeting privately with Edgerton at the Q2 2019 conference — represents a vulnerability that the DOJ may seek to exploit. Eriksen's physical presence at four conferences where coordination opportunities existed, combined with his role in TMC's sales organization and his proximity to Holt, warrants continued attention in the defense strategy and in preparation for any DOJ questioning of Eriksen.
D. Pricing-Change Correlation
The cross-referencing of NASMC conference dates with TMC pricing adjustments reveals a notable pattern of post-conference pricing activity. Of the fifteen (15) in-person conferences attended by Holt during the conspiracy period, TMC implemented pricing adjustments in at least one of the three relevant product categories (high-purity feldspar, industrial talc, or rare-earth concentrates) within thirty (30) days following eleven (11) of those conferences. This represents a 73% post-conference pricing-change rate.
The pricing changes encompass a range of adjustments:
• High-purity feldspar: TMC implemented pricing changes in this category following eight (8) NASMC conferences during the relevant period. In each case, the adjustment was an increase, ranging from approximately 2.5% to 6.1%.
• Industrial talc: TMC implemented pricing changes in this category following six (6) NASMC conferences. The adjustments were predominantly increases, with one instance of a price decrease in Q3 2020 (following the virtual conference, during the COVID-19 demand downturn).
• Rare-earth concentrates: TMC implemented pricing changes in this category following five (5) NASMC conferences. The adjustments included both increases and stabilizations (i.e., announcements that prices would be held at current levels rather than adjusted in response to market conditions).
As documented in the witness interview memorandum for Sandra Chu dated July 18, 2022, Ms. Chu received pricing-adjustment instructions from Holt following NASMC conferences on at least twelve (12) occasions during the conspiracy period. Ms. Chu stated during her interview that she did not question the basis for Holt's pricing instructions, as Holt had authority over pricing decisions within his division, and that she implemented the adjustments as directed without independent analysis of whether the adjustments were consistent with market fundamentals. Ms. Chu noted, however, that on several occasions, the direction and magnitude of Holt's pricing instructions "seemed to anticipate" movements in competitor pricing that were announced shortly thereafter — an observation that, while not dispositive, is consistent with the DOJ's theory of advance coordination.
Where market data is currently available from the Hargrove Forensic Advisory LLC analysis (which remains in progress), parallel price movements by Ridgecrest and Pinnacle were observed following at least eight (8) of the eleven (11) conferences after which TMC implemented pricing changes. In each of these eight instances, one or both competitors implemented pricing adjustments in the same product category, in the same direction, and within the same general timeframe (typically within 15–45 days of the TMC adjustment). The magnitude of the competitor adjustments was generally within one to two percentage points of the TMC adjustment. Dr. Vanessa Tremblay, the Hargrove engagement lead, has indicated in preliminary communications that this pattern of parallel pricing is difficult to explain by reference to common market fundamentals alone, although the full economic analysis is not yet complete.
The pricing-change correlation data is set forth in detail in Exhibit E attached hereto.
VIII. Summary Table — NASMC Conference Attendance and Coordination Indicators
The following master table consolidates the conference-by-conference data compiled in Sections IV through VII above. This table is intended to provide a single-reference overview of the attendance and correlation analysis for each NASMC conference during the conspiracy period.
Key: R = Ridgecrest Minerals Inc.; P = Pinnacle Earth Resources Ltd.; VC = VaultChat communication (number corresponds to sequential numbering in VaultChat Memo); "Pending" = Hargrove analysis incomplete for this data point; N/A = Not applicable.
Summary of Assessment Flags:
• High: Twelve (12) conferences
• Medium: Three (3) conferences
• Low: Two (2) conferences
• N/A (canceled): One (1) conference
• N/A (Holt not present): One (1) conference (Q3 2021)
The prevalence of "High" assessment flags — representing 63% of all conferences during the conspiracy period — underscores the significance of NASMC conferences as a potential coordination venue.
IX. Assessment of NASMC as a Coordination Vehicle
Based on the analysis set forth in this memorandum, the following assessments can be made regarding the role of NASMC conferences in the alleged coordination scheme:
First, NASMC conferences provided a recurring, predictable venue for in-person contact between Gavin Holt, Carl Edgerton, and Kevin Tsang outside of normal business channels. The quarterly cadence of the conferences ensured that these individuals were in the same physical location at least four times per year. The conferences' rotating locations — Arlington, Scottsdale, and Orlando — provided geographically diverse settings, while the inclusion of networking events, receptions, and informal social activities created ample opportunity for private, unmonitored conversations. The legitimacy of trade association conferences as business events provided cover for in-person meetings that might otherwise have attracted scrutiny.
Second, the DOJ alleges that the coordination at issue occurred through three principal channels: (a) in-person meetings at NASMC conferences in Arlington, VA; Scottsdale, AZ; and Orlando, FL; (b) encrypted VaultChat messaging; and (c) occasional phone calls. This analysis confirms the plausibility and likely significance of the first of these three channels. The temporal clustering of VaultChat messages around conference dates — with approximately 57% of all documented Holt-competitor communications falling within a ±7-day window of a conference at which the communicants were co-present — provides strong circumstantial evidence that the in-person and electronic channels were complementary and mutually reinforcing. In-person meetings at conferences likely served as the occasion for initiating, developing, and recalibrating the coordination arrangement, while VaultChat messages served as the mechanism for confirming, implementing, and fine-tuning specific pricing terms between conferences.
Third, the temporal clustering pattern also suggests that in-person meetings at conferences may have served as catalysts for subsequent electronic communications. The fact that the very first documented VaultChat exchange (March 14, 2017, Holt to Edgerton) occurred within five days of the Q1 2017 NASMC conference — at which both Holt and Edgerton were present — is consistent with the inference that the in-person conference was the locus at which the communication channel was established and the coordination relationship was initiated. The subsequent pattern of pre-conference VaultChat messages (suggesting preparatory communication in advance of in-person meetings) and post-conference VaultChat messages (suggesting follow-up on topics discussed in person) reinforces this inference.
Fourth, TMC's antitrust compliance program, as it existed during the conspiracy period, did not include any meaningful safeguards against the misuse of trade association conferences as a coordination vehicle. TMC adopted an antitrust compliance policy in approximately 2014, but the policy was general in nature and did not specifically address trade association interactions, competitor contacts at industry events, or protocols for conference attendance. Moreover, Calderwood & Harkness's internal investigation has determined that annual antitrust compliance training was last conducted in approximately 2018 and was not repeated in 2019, 2020, or 2021. This represents a significant compliance gap that is directly relevant to the conduct at issue.
Fifth, the absence of any TMC policy requiring pre-approval of conference attendance, governing employee

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