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

CALDERWOOD & HARKNESS LLP 555 California Street, 40th Floor San Francisco, CA 94104

WITNESS INTERVIEW MEMORANDUM

I. Interview Summary and Logistics

Witness: Priya Anand, General Counsel, Torchlight Mining Corp. ("TMC"), 200 Bay Street, Suite 3400, Toronto, ON M5J 2J2, Canada.

Date of Interview: August 10, 2022.

Location: Calderwood & Harkness LLP, San Francisco office, 555 California Street, 40th Floor, San Francisco, CA 94104 (Conference Room 40-C).

Duration: Approximately 3 hours and 45 minutes (9:00 a.m. – 12:45 p.m. PDT).

Interviewers: Elaine Forsythe (Responsible Partner) and Monica Reyes (Associate). Aaron Liu (Lead Associate) joined the interview for the final segment relating to document preservation and data collection, beginning at approximately 11:30 a.m. PDT.

Upjohn Warnings Administered: At the outset of the interview, Ms. Forsythe administered standard Upjohn warnings to Ms. Anand. Specifically, Ms. Anand was advised that Calderwood & Harkness LLP represents Torchlight Mining Corp. as the entity client and does not represent Ms. Anand in her individual capacity. Ms. Anand was further advised that this interview was being conducted at the direction of TMC for the purpose of gathering factual information to enable Calderwood & Harkness to provide legal advice to TMC in connection with the pending grand jury investigation. Ms. Anand was informed that the communications during this interview are protected by the attorney-client privilege, but that the privilege belongs solely to TMC as the entity client and may be waived only by TMC in its discretion. Ms. Anand was instructed that she should not disclose the substance or content of this interview to any third parties, including other TMC employees, unless specifically authorized to do so by Calderwood & Harkness or by TMC's authorized representative acting on the advice of counsel. Ms. Anand confirmed orally that she understood each of these admonitions and agreed to proceed with the interview on that basis.

Individual Representation: Ms. Anand stated that she has not retained separate personal counsel at this time. She was advised that she has the right to do so and that Calderwood & Harkness could provide referrals to qualified independent counsel should she desire individual representation at any point during the investigation.

Recording: No audio or video recording was made of the interview. Contemporaneous handwritten notes were taken by Monica Reyes throughout the interview. This memorandum was prepared from those handwritten notes and reflects Ms. Reyes's best recollection of the substance of the interview. It is not a verbatim transcript and should not be treated as such.

Documents Referenced During Interview: The following documents were referenced or shown to Ms. Anand during the course of the interview:

(a) TMC's Antitrust Compliance Policy (2014 version);

(b) TMC Corporate Legal Department organizational chart (current as of January 2022);

(d) TMC's FY 2021 annual report, specifically the disclosure language regarding the DOJ investigation included in Note 22 to the consolidated financial statements; and

(e) Selected emails from the document production involving correspondence between Priya Anand and Gavin Holt (Bates range TMC-GJ-0045XXX through TMC-GJ-0046XXX), which were reviewed with Ms. Anand to assess the nature and frequency of her communications with Holt during the relevant period.

II. Background on Witness

A. Professional Background and Role at TMC

Ms. Anand has served as General Counsel of Torchlight Mining Corp. since 2015. In that capacity, she reports directly to Chief Executive Officer Søren Dalmqvist on operational matters and has a functional reporting relationship to the Board of Directors, including Board Chair Margaret Caldwell, on matters of legal risk, governance, and compliance. She described her role as encompassing oversight and management of all legal affairs for TMC and its subsidiaries worldwide, including litigation management, regulatory compliance, corporate governance, mergers and acquisitions, and commercial contracting.

Ms. Anand's responsibilities extend to the legal affairs of TMC's wholly owned U.S. subsidiary, Torchlight Mining (U.S.) Inc. ("TMC US"), a Nevada corporation (Entity No. NV20160438721) with its principal office at 8750 West Sahara Avenue, Suite 210, Reno, NV 89117. TMC US was incorporated in 2016 to house TMC's expanding U.S. specialty minerals operations, and it conducts the commercial sales and distribution activities that are at the center of the DOJ investigation.

Ms. Anand oversees a legal department of approximately eighteen attorneys and legal professionals distributed across TMC's global operations. The headquarter legal team in Toronto comprises twelve professionals, including Ms. Anand. The U.S. legal function includes two in-house attorneys based in Reno, Nevada, who handle day-to-day operational legal matters for the U.S. subsidiary, including commercial contracts, employment matters, and regulatory filings. Ms. Anand stated that the U.S. in-house attorneys reported to her through a dotted-line relationship, with their day-to-day activities supervised by the division president of the U.S. Specialty Minerals Division.

Prior to joining TMC in 2015, Ms. Anand was a partner at Whitfield, Patel & Associates LLP, a mid-size Canadian law firm based in Toronto, where her practice focused primarily on corporate and securities law. She stated that she has no personal background, training, or practice experience in antitrust or competition law, either in Canada or the United States. Her familiarity with antitrust compliance matters developed through her role as General Counsel at TMC, where she inherited the existing antitrust compliance policy upon joining the company.

B. Reporting Relationship to the U.S. Specialty Minerals Division

Ms. Anand provided context regarding the organizational relationship between the General Counsel's office and the U.S. Specialty Minerals Division, which is central to understanding the degree of oversight — or lack thereof — that the legal department exercised over the commercial activities at issue in this investigation.

The U.S. Specialty Minerals Division is one of four major operating divisions within TMC. According to TMC's FY 2021 annual report, the division generated approximately USD 687 million in revenue during fiscal year 2021, representing approximately 20% of TMC's consolidated revenue of CAD 4.27 billion (approximately USD 3.38 billion at prevailing exchange rates). The division's product lines include high-purity feldspar, industrial talc, and rare-earth concentrates, which are the three product categories identified in the grand jury subpoena as the subjects of the alleged price-fixing, market-allocation, and bid-rigging conspiracy.

Ms. Anand explained that the U.S. Specialty Minerals Division operated with a relatively autonomous commercial function. The division had its own president, its own sales organization, and its own pricing and marketing teams. Gavin Holt, in his capacity as Vice President of U.S. Specialty Minerals Sales, reported to the division president — not to the legal department or to any centralized corporate function in Toronto. Ms. Anand stated that Holt did not regularly interact with her and that she had limited direct contact with him during his tenure. The emails reviewed during the interview (Bates range TMC-GJ-0045XXX through TMC-GJ-0046XXX) confirmed that Ms. Anand's communications with Holt were infrequent and confined to administrative or organizational matters rather than substantive commercial or pricing discussions.

Ms. Anand stated that she had no direct involvement in pricing decisions for high-purity feldspar, industrial talc, or rare-earth concentrates. She was not consulted on the development of published price lists, was not involved in customer-specific pricing negotiations, and did not review or approve bid submissions. Pricing authority was delegated to the division level, as discussed further in Section VII.B below.

With respect to other individuals who have been identified as subjects or persons of interest in the investigation, Ms. Anand stated that Sandra Chu (Director, Pricing Analytics, U.S. Specialty Minerals Division) and Thomas Eriksen (Regional Sales Manager, Western Region, U.S. Specialty Minerals Division) were not known to her in any meaningful detail prior to the commencement of the investigation. She was aware of their roles at a general organizational level — as employees of the U.S. division — but had no substantive working relationship with either individual and could not recall ever having a one-on-one conversation with either Chu or Eriksen.

III. Knowledge of the Alleged Conduct

A. Lack of Prior Knowledge

Ms. Anand stated unequivocally that she had no knowledge, prior to the receipt of Grand Jury Subpoena No. GJ-22-0194-SD-003 on February 14, 2022, of any price-fixing, market-allocation, or bid-rigging activities involving TMC personnel and competitors in the specialty minerals industry. She was clear and emphatic on this point and maintained this position consistently throughout the interview when the topic was revisited from multiple angles.

Specifically, Ms. Anand stated that she had never heard of — and had no reason to suspect — any communications between Gavin Holt and Carl Edgerton (Vice President of Sales, Ridgecrest Minerals Inc., Denver, CO) or between Holt and Kevin Tsang (former Senior Vice President, Commercial Operations, Pinnacle Earth Resources Ltd., Sudbury, ON / Salt Lake City, UT) regarding pricing, customer allocation, or bid coordination. She stated that the names Carl Edgerton and Kevin Tsang were not familiar to her prior to the investigation, and she had no awareness that Holt maintained any personal or professional relationship with either individual outside of the normal course of industry interaction.

Ms. Anand further stated that she had no awareness that the encrypted messaging application known as "VaultChat" was being used by TMC commercial personnel for any business communications, let alone for inter-competitor discussions. She explained that VaultChat was not an approved corporate communications platform under TMC's Information Technology Acceptable Use Policy and that she had never seen any reference to VaultChat in any TMC document, email, or communication prior to the investigation. The use of unapproved encrypted messaging applications by sales personnel was not something that had been raised as a concern or flagged by TMC's IT department at any point during her tenure.

Ms. Anand also stated that she was not aware of any side meetings, informal gatherings, dinners, or social events at North American Specialty Minerals Council ("NASMC") quarterly conferences at which pricing or competitive information was allegedly exchanged among competitors. She acknowledged that she was generally aware that TMC personnel, including Holt and Eriksen, attended NASMC conferences as part of normal industry engagement. However, she stated that she did not receive debriefing reports, summaries, or memoranda from TMC employees following their attendance at NASMC events. There was no established protocol requiring such reports, and the legal department was not routinely informed of the topics discussed or the interactions that took place at these conferences.

B. Knowledge of Gavin Holt

Ms. Anand described Gavin Holt as a "strong commercial performer" who had been with TMC since approximately 2013. Holt initially served in a senior sales role within the U.S. Specialty Minerals Division before being promoted to Vice President of U.S. Specialty Minerals Sales in approximately 2016. In that capacity, he led the division's sales function, overseeing a team of approximately 30 sales and account-management professionals, until his departure from the company on September 30, 2021.

Ms. Anand recalled that Holt's resignation in September 2021 was presented to her and to other members of TMC's senior leadership as a voluntary departure attributed to personal reasons. She stated that she was not involved in the circumstances surrounding Holt's resignation and did not conduct an exit interview or have any substantive conversation with Holt regarding his reasons for leaving. The resignation was handled by the division president and the human resources department in accordance with standard company procedures.

Ms. Anand noted that Holt's departure occurred approximately four months before the DOJ formally opened the grand jury investigation on or about February 10, 2022, and approximately 4.5 months before the grand jury subpoena was served on TMC on February 14, 2022. She stated that she had no reason to believe at the time of Holt's resignation that his departure was connected to any potential government investigation, enforcement action, or legal proceeding. She was not aware, at that time, that Cascade Chemical Supply Co. (Spokane, WA) had entered into a cooperation agreement with the DOJ Antitrust Division in approximately September 2021, which — as the investigation has since revealed — may have been a triggering event that prompted Holt's departure.

Ms. Anand reiterated that her interactions with Holt over the years were limited. She described their relationship as "professional but distant." Her primary points of contact within the U.S. Specialty Minerals Division were at the division-president level, and she did not have occasion to work closely with Holt on any matter during his tenure.

C. Knowledge of Ridgecrest, Pinnacle, and Cascade

Ms. Anand was asked about her awareness of the three companies that have been identified as co-conspirators or cooperating entities in the DOJ investigation.

With respect to Ridgecrest Minerals Inc. (Denver, CO; CEO Brian Novotny), Ms. Anand stated that she was aware of Ridgecrest as a major competitor to TMC in the North American specialty minerals market. She described Ridgecrest as one of the four or five largest producers of high-purity feldspar and industrial talc in North America. She stated that she had no knowledge of any coordination, agreement, or understanding between TMC and Ridgecrest regarding pricing, customer allocation, or bid submissions.

With respect to Pinnacle Earth Resources Ltd. (Sudbury, ON / Salt Lake City, UT; CEO Douglas Harlowe), Ms. Anand was similarly aware of Pinnacle as a significant competitor, particularly in the rare-earth concentrates segment. She stated that she had no knowledge of any collusive arrangement or communication between TMC and Pinnacle.

With respect to Cascade Chemical Supply Co. (Spokane, WA), Ms. Anand stated that she was aware of Cascade as a downstream customer and distributor of specialty minerals products, but she had no knowledge of Cascade's cooperation agreement with the DOJ Antitrust Division until that information was identified by Calderwood & Harkness during the course of the investigation. She stated that she did not recall ever having any direct communication with anyone at Cascade and that TMC's commercial relationship with Cascade was managed entirely at the division level.

IV. TMC's Antitrust Compliance Program — History and Assessment

A. Adoption of the 2014 Compliance Policy

Ms. Anand stated that TMC adopted its initial formal antitrust compliance policy in approximately 2014, which predated her tenure as General Counsel by roughly one year. She understood that the policy was developed under the direction of her predecessor in the General Counsel role, though she was not able to identify with certainty the specific individuals who drafted or approved the policy. She described the policy as a "relatively standard written policy" that was modeled on general antitrust compliance templates and that addressed the core prohibitions applicable to TMC's commercial activities.

The 2014 Compliance Policy, which was reviewed during the interview, contained the following principal elements:

(a) A clear prohibition on agreements with competitors regarding pricing, including list prices, discounts, price increases, price floors, and terms of sale;

(b) A prohibition on agreements with competitors to allocate markets, customers, territories, or product lines;

(c) A prohibition on bid-rigging, including agreements to submit complementary or non-competitive bids, to rotate winning bids, or to suppress bids;

(d) A requirement that all employees engaged in sales, marketing, procurement, and trade-association activities complete annual antitrust compliance training; and

(e) A requirement that employees report to the legal department any contacts with competitors that touched upon pricing, competitive terms, market conditions, or other competitively sensitive topics.

Ms. Anand stated that the policy was distributed to all commercial-facing employees at the time of its adoption and was included in the onboarding materials for new hires in relevant roles. However, she acknowledged that the policy did not include several features that are now recognized as essential components of an effective antitrust compliance program. Specifically, the 2014 Compliance Policy did not include:

(a) Specific protocols or guidelines governing employee conduct at trade-association meetings, including NASMC conferences;

(b) Any requirement for pre-approval or post-event reporting of interactions with competitors at industry events;

(d) Any audit or testing procedures to assess whether the policy was being followed in practice.

Ms. Anand stated that, to the best of her knowledge, the 2014 Compliance Policy was not substantively amended or updated at any point between its initial adoption in 2014 and the commencement of the DOJ investigation in early 2022. She acknowledged that the failure to update the policy over an eight-year period was a shortcoming and that best practices would have called for periodic review and revision to reflect evolving enforcement standards and guidance.

B. Training History and Lapse

Ms. Anand acknowledged that annual antitrust compliance training had been conducted for TMC's commercial-facing employees from approximately 2014 through approximately 2018. She described the training as consisting of periodic in-person or web-based sessions that reviewed the core prohibitions set forth in the 2014 Compliance Policy, discussed hypothetical scenarios, and reminded employees of their obligation to report competitor contacts to the legal department. She was not able to recall the specific format, duration, or content of the training sessions with precision, and stated that records of the training sessions would need to be obtained from the human resources department and the legal department's files.

Ms. Anand acknowledged that antitrust compliance training had lapsed after approximately 2018 and that no training sessions were conducted in 2019, 2020, or 2021. She attributed the lapse to several factors:

(a) Personnel turnover: The individual within the legal department who had been primarily responsible for coordinating and delivering antitrust compliance training departed TMC in approximately late 2018, and the role was not promptly backfilled;

(b) Competing priorities: TMC undertook a significant expansion of its operations into Brazil in 2018 and 2019, including the acquisition and integration of mining assets in the Minas Gerais region, which consumed substantial legal-department resources and management attention; and

(c) Absence of a dedicated Chief Compliance Officer: Without a standalone compliance function, the responsibility for maintaining the training program fell to the General Counsel's office, where it was deprioritized relative to other legal-department obligations.

Ms. Anand acknowledged the seriousness of this training lapse. She recognized that the final approximately three years of the alleged conspiracy period — which is understood to span from approximately January 2017 through approximately August 2021 — coincided with the period during which no active training reinforcement of the antitrust compliance policy was being provided to TMC employees. She stated that she was aware of the training gap in general terms during this period but did not take specific remedial action to reinstate the training program before the investigation commenced. She expressed regret about this lapse and stated that she understood its significance in the context of the DOJ's evaluation of TMC's compliance efforts.

C. Monitoring and Audit Deficiencies

Ms. Anand confirmed that, to her knowledge, TMC had no systematic monitoring of trade-association interactions by its employees at any point during the relevant period. There was no protocol requiring TMC employees to submit post-conference reports after attending NASMC events or other industry gatherings, no mechanism for the legal department to review the agenda or attendee lists of trade-association meetings in advance, and no procedure for debriefing employees upon their return from such events.

Ms. Anand further confirmed that TMC had no audit program for competitor contacts, no systematic review of employee communications with individuals at competing companies, and no automated or manual flagging mechanism within TMC's email or communications systems that would have detected or highlighted communications between TMC commercial personnel and personnel at Ridgecrest, Pinnacle, or other competitors.

Ms. Anand acknowledged candidly that these gaps represent significant deficiencies in TMC's antitrust compliance program as measured against the DOJ's published evaluation criteria for effective compliance programs, including the criteria set forth in the DOJ Antitrust Division's July 2019 guidance document, Evaluation of Corporate Compliance Programs in Criminal Antitrust Investigations. She stated that she was familiar with the DOJ's guidance in general terms but acknowledged that TMC had not undertaken a systematic assessment of its compliance program against those criteria prior to the investigation.

D. Absence of a Dedicated Chief Compliance Officer

At the time of the alleged conduct and through the date of this interview, TMC did not have a standalone Chief Compliance Officer. Compliance functions — including antitrust compliance, anti-corruption compliance, trade-sanctions compliance, and data-privacy compliance — were subsumed within the General Counsel's office and were treated as one component of the legal department's broader portfolio of responsibilities.

Ms. Anand noted that the lack of a dedicated CCO meant that compliance oversight was secondary to other legal-department responsibilities and did not receive the independent focus, dedicated resources, or direct Board-level reporting that a standalone compliance function would have provided. She acknowledged this structural deficiency and stated that the absence of a CCO contributed to the training lapse and monitoring gaps described above. She indicated that TMC is now evaluating the creation of a standalone CCO position as part of broader remediation efforts, though no final decision had been made as of the date of the interview.

V. Document Preservation and Litigation Hold

A. Pre-Engagement Preservation Steps

Ms. Anand described the steps she took immediately upon receipt of Grand Jury Subpoena No. GJ-22-0194-SD-003, which was served on TMC US's registered agent in Nevada on February 14, 2022, and transmitted to Ms. Anand's attention the same day.

Upon learning of the subpoena, Ms. Anand took the following immediate actions:

(a) She issued informal verbal instructions to TMC's IT department, specifically to Chief Information Officer David Parikh, directing that all routine document destruction, recycling, or data-deletion protocols be immediately suspended company-wide pending further instruction from the legal department. She stated that this verbal directive was communicated within hours of her receipt of the subpoena.

(b) She contacted CEO Søren Dalmqvist and CFO Richard Fong by telephone to advise them of the subpoena, the nature and apparent scope of the DOJ investigation, and the urgent need to retain experienced U.S. antitrust defense counsel.

(c) She began a preliminary identification of custodians whose documents might be responsive to the subpoena's requests, based on her knowledge of TMC's organizational structure and the subpoena's identification of relevant product categories (high-purity feldspar, industrial talc, and rare-earth concentrates) and relevant time periods.

Ms. Anand stated that TMC engaged Calderwood & Harkness LLP on February 18, 2022 — four days after receipt of the subpoena — following a brief selection process in which TMC considered several qualified U.S. antitrust defense firms. The engagement letter was executed by CEO Dalmqvist on behalf of TMC.

B. Formal Litigation Hold

Ms. Anand described her coordination with Calderwood & Harkness in the preparation and issuance of a formal company-wide litigation hold notice, which was distributed on March 1, 2022. The hold notice was issued under Ms. Anand's signature in her capacity as General Counsel and was distributed electronically to all TMC personnel worldwide via the company's internal communications system.

In addition to the general company-wide hold, a supplemental targeted litigation hold was issued to personnel within the U.S. Specialty Minerals Division, including Sandra Chu and Thomas Eriksen, containing custodian-specific preservation instructions tailored to the nature of their roles and the types of documents and data they were likely to possess.

The scope of the litigation hold covered all documents and electronically stored information ("ESI") relating to, among other things:

(a) Pricing of high-purity feldspar, industrial talc, and rare-earth concentrates, including published price lists, customer-specific pricing agreements, discount schedules, bid submissions, and internal pricing analyses;

(b) Any and all interactions, communications, or contacts with personnel at Ridgecrest Minerals Inc., Pinnacle Earth Resources Ltd., Cascade Chemical Supply Co., or any other competitor or industry participant regarding pricing, customers, territories, or bids;

(c) Attendance at, participation in, or communications relating to NASMC quarterly conferences or other trade-association events from January 2015 through the present; and

(d) Any communications through VaultChat, Harborline Technologies, Meridian Services Inc., or other messaging applications relating to business matters.

Ms. Anand stated that she personally followed up with the heads of each relevant business unit — including the president of the U.S. Specialty Minerals Division, the VP of Operations, and the heads of sales for each product line — to confirm receipt and understanding of the litigation hold. She described these follow-up conversations as occurring in the days immediately following the March 1, 2022 distribution and stated that all contacted individuals confirmed their understanding of and compliance with the hold.

C. Data Collection Coordination

Following the retention of Redstone Digital Forensics Inc. (McLean, VA; project director Neil Ashworth) on March 15, 2022, Ms. Anand coordinated between TMC's internal IT department and Redstone to facilitate the forensic collection of documents and ESI from 34 identified custodians. She described her role as serving as the primary liaison between the company's internal resources and the outside forensic team.

The data sources targeted for forensic collection included:

(a) Corporate email accounts hosted on Strathmore Data Systems, including archived and deleted messages within the recoverable retention window;

(b) Shared network drives accessible to U.S. Specialty Minerals Division personnel;

(d) VaultChat archives, to the extent recoverable from corporate devices or server-side logs;

(e) Personal mobile devices belonging to custodians who used personal devices for business communications, collected pursuant to individual custodian consent under TMC's Bring Your Own Device ("BYOD") policy; and

(f) Cloud-based storage, including Cobalt Ridge Systems and Aldermere Systems repositories.

Ms. Anand confirmed that she was not aware of any intentional destruction, alteration, or spoliation of documents by any TMC employee following receipt of the grand jury subpoena. She stated that she had no information suggesting that any custodian failed to comply with the litigation hold or attempted to delete or conceal responsive materials.

D. Challenges Regarding Gavin Holt's Data

Ms. Anand identified a significant challenge in the document-preservation and data-collection process relating to Gavin Holt. Because Holt resigned from TMC effective September 30, 2021 — approximately 4.5 months before the grand jury subpoena was served — TMC had followed its standard employee offboarding protocol with respect to Holt's corporate accounts and devices. That protocol included:

(a) Deprovisioning Holt's corporate email account (i.e., deactivating the account and removing active access), although the account contents were preserved in TMC's standard email backup and archival system in accordance with the company's data-retention policy;

(b) Collecting Holt's corporate-issued laptop, which was subsequently reimaged (i.e., wiped and restored to factory settings) and reissued to another TMC employee. Ms. Anand stated that TMC IT confirmed that a backup of the laptop's hard drive contents was made prior to reimaging, consistent with standard IT offboarding procedure; and

Ms. Anand stated that the preservation of Holt's corporate email in the archival system meant that a substantial volume of his email communications was available for collection and review. However, the reimaging of his laptop and the wiping of his mobile device presented challenges with respect to the recovery of locally stored files, browser history, and — most significantly — VaultChat messages.

VaultChat was not routinely preserved or backed up by TMC's IT systems because it was not an authorized corporate application and was not integrated into TMC's enterprise data-management infrastructure. Recovery of VaultChat data from Holt's devices required forensic extraction from the pre-reimaging laptop backup and from any available server-side logs, a process that Redstone Digital Forensics undertook and that was ongoing as of the date of the interview.

Ms. Anand stated that she had no advance knowledge that Holt used VaultChat for any purpose and therefore had not issued any preservation directive specific to that application prior to the commencement of the investigation. She further stated that she had no reason to believe that Holt's use of VaultChat was known to TMC's IT department prior to the investigation.

VI. Coordination with External Auditor and Financial Advisors

A. Calvert & Associates LLP (Independent Auditor)

Ms. Anand described the coordination between TMC's legal department and the company's independent external auditor, Calvert & Associates LLP (Montreal, QC), with respect to the financial-statement implications of the DOJ investigation. Daniel Moreau, engagement partner at Calvert & Associates, was the primary contact on the auditor side.

TMC's FY 2021 annual report, which was filed on SEDAR+ (the Canadian securities filing system) and with the U.S. Securities and Exchange Commission on Form 40-F on March 28, 2022, included the first public disclosure of the DOJ investigation. In connection with that filing, TMC established a litigation reserve of USD 30 million, which was reflected in Note 22 to the consolidated financial statements as a contingent liability relating to the pending government investigation.

Ms. Anand stated that the USD 30 million reserve figure was developed in consultation with Calderwood & Harkness and was based on a preliminary assessment of TMC's potential exposure in light of the scope of the alleged conduct, the relevant statutory penalty framework, publicly available data regarding comparable DOJ antitrust settlements, and the early stage of the investigation at the time of the filing. The reserve was reviewed by Calvert & Associates as part of the FY 2021 audit process and was determined to be a reasonable preliminary estimate under both ASC 450 (Contingencies) and IAS 37 (Provisions, Contingent Liabilities and Contingent Assets), as applicable to TMC's dual reporting requirements.

Ms. Anand noted, for context, that the reserve was subsequently increased to USD 50 million in the third quarter of fiscal year 2023, following the receipt of a target letter from the DOJ Antitrust Division on May 20, 2022, and subsequent developments in the investigation that clarified TMC's exposure and the government's case theory. The increased reserve was disclosed in TMC's Q3 2023 interim financial statements.

B. Ironbridge Capital Markets Inc. (Financial Advisor)

Ms. Anand mentioned that TMC also consulted with Ironbridge Capital Markets Inc. (Toronto, ON), a financial advisory firm, regarding the potential market impact of the investigation's public disclosure and TMC's disclosure strategy. Alan Kirkwood, the relationship partner at Ironbridge, provided confidential advisory services to TMC in this regard. Ms. Anand stated that Ironbridge's role was limited to financial and market-impact advisory services and that Ironbridge was not involved in any aspect of the legal defense or the document-production process.

C. D&O Insurance Notice

Ms. Anand confirmed that she directed Calderwood & Harkness to tender notice of the DOJ investigation to TMC's directors' and officers' liability insurance carrier, Northland Mutual Insurance Co., under TMC's D&O insurance policy. The relevant policy details are as follows:

The notice letter was sent to Northland Mutual on March 4, 2022. Ms. Anand stated that Northland acknowledged receipt of the notice and confirmed coverage for defense costs incurred by individual directors and officers of TMC in connection with the investigation. However, Northland issued a reservation of rights with respect to entity-level coverage for TMC and TMC US and with respect to the application of the policy's regulatory/criminal exclusion, which Northland reserved the right to assert depending on the outcome of the investigation.

Ms. Anand was also aware that notice had been sent to the two excess-layer carriers in TMC's D&O insurance tower:

(a) Greystone Specialty Insurance Ltd. — Layer 2, USD 25 million in excess of USD 50 million; and

(b) Sentinel Re Ltd. — Layer 3, USD 25 million in excess of USD 75 million.

Ms. Anand stated that she was continuing to coordinate with Calderwood & Harkness on the insurance coverage analysis and that the adequacy of coverage remained an active topic of discussion with TMC's risk management and finance teams.

VII. TMC Management Awareness and Governance

A. CEO and Board Notification

Ms. Anand stated that she informed CEO Søren Dalmqvist of the grand jury subpoena on February 14, 2022, the same day it was received. The conversation took place by telephone and included a discussion of the subpoena's scope, the nature of the DOJ Antitrust Division's investigation authority, the potential seriousness of the matter, and the immediate need to retain qualified U.S. defense counsel and implement document-preservation measures.

Ms. Anand briefed Board Chair Margaret Caldwell by telephone on February 15, 2022 — the following day. She described the briefing as covering the same ground as her conversation with Dalmqvist, with the additional discussion of Board-level governance considerations, including the potential need for Audit Committee oversight of the investigation and the company's disclosure obligations under Canadian and U.S. securities law.

A formal, in-person briefing of the TMC Audit Committee was conducted on October 18, 2022. The Audit Committee is chaired by Janet Moreau-Shaw, an independent director. The October 18 briefing covered the following topics:

(a) Status of the DOJ investigation, including the receipt of the target letter on May 20, 2022, and the implications thereof;

(b) Progress of document production to the DOJ;

(d) Financial-reserve analysis, including the adequacy of the USD 30 million reserve established in FY 2021;

(e) D&O insurance coverage status, including Northland's reservation of rights; and

(f) Preliminary assessment of TMC's strategic options, including the possibility of seeking a resolution with the DOJ.

Ms. Anand stated that, to her knowledge, neither CEO Dalmqvist, Board Chair Caldwell, Audit Committee Chair Moreau-Shaw, CFO Richard Fong, nor any other member of TMC's C-suite or Board of Directors had any prior awareness of or involvement in the alleged anticompetitive conduct. She stated that the investigation had not revealed any information to the contrary.

B. Delegation of Pricing Authority

Ms. Anand provided important context regarding the delegation of pricing authority within TMC's organizational structure, which bears directly on the question of how the alleged conduct could have occurred without detection by TMC's senior management or legal department.

Ms. Anand explained that pricing authority for the U.S. Specialty Minerals Division was delegated to the division level. Gavin Holt, in his capacity as Vice President of U.S. Specialty Minerals Sales, had significant latitude in setting published price lists for high-purity feldspar, industrial talc, and rare-earth concentrates, and in negotiating customer-specific pricing arrangements. Holt's pricing decisions were subject to review and approval by the division president, but Ms. Anand stated that she understood this review to be focused primarily on margin and revenue targets rather than on the competitive dynamics or origins of the pricing decisions.

Critically, there was no requirement for legal-department sign-off, review, or consultation with respect to pricing decisions made by the U.S. Specialty Minerals Division. The legal department was not included in the pricing-approval workflow and did not have visibility into the specific price levels, price changes, or customer-specific terms being implemented by the division's sales team.

Ms. Anand acknowledged that this delegation of pricing authority, combined with the lapse in antitrust compliance training after 2018, the absence of monitoring mechanisms for competitor contacts, and the lack of a dedicated compliance function, created an environment in which Holt and other commercial personnel could have engaged in the alleged anticompetitive conduct without oversight or detection by TMC's legal department, senior management, or Board of Directors. She stated that this structural vulnerability is one of the issues that TMC intends to address as part of its broader remediation and compliance-enhancement efforts.

VIII. Witness Credibility and Demeanor Assessment

Ms. Anand was cooperative, forthcoming, and appeared to provide candid and thoughtful responses throughout the approximately three hours and forty-five minutes of the interview. She answered questions directly and did not appear evasive, defensive, or reluctant to address uncomfortable topics. When she did not know the answer to a question or could not recall a specific detail, she said so clearly rather than speculating or providing vague or qualified responses.

Ms. Anand readily and without prompting acknowledged the significant deficiencies in TMC's antitrust compliance program, including the lapse in annual compliance training after 2018, the absence of systematic monitoring mechanisms for trade-association interactions and competitor contacts, the lack of a dedicated Chief Compliance Officer, and the inadequacy of the company's trade-association interaction policies. Her willingness to acknowledge these shortcomings candidly, without attempting to minimize or deflect responsibility, was noteworthy and contributed to the overall impression that she was providing an honest and complete account.

Her account was internally consistent throughout the interview. She did not contradict herself or shift her position on any material point when topics were revisited or approached from different angles. Her statements were also consistent with the documents reviewed during the interview, including the organizational charts, the 2014 Compliance Policy, the litigation hold notice, and the email correspondence with Gavin Holt.

There were no indications — either from her statements or from her demeanor — of personal knowledge of or involvement in the alleged anticompetitive conduct. Her credibility on the lack-of-knowledge points is further supported by several objective factors:

(a) The organizational distance between the General Counsel's office, which is based in Toronto, and the U.S. Specialty Minerals Division's commercial operations, which are based in Reno, Nevada;

(b) The delegation of pricing authority to the division level without legal-department involvement or review, which meant that the General Counsel's office had no visibility into the pricing decisions at issue;

(c) Ms. Anand's limited direct interaction with Gavin Holt, as confirmed by the email correspondence reviewed during the interview; and

(d) Ms. Anand's lack of personal background or experience in antitrust or competition law, which made it less likely that she would have recognized the significance of certain conduct or communications even if she had been aware of them in general terms.

Overall, Ms. Anand presented as a credible witness whose account is reliable and consistent with the documentary evidence reviewed to date.

IX. Open Issues and Follow-Up Items

The following items require further investigation, documentation, or follow-up action in connection with the matters discussed during Ms. Anand's interview:

1. Compliance Policy Documentation: Obtain the 2014 Antitrust Compliance Policy in its original form, along with any amendments, revisions, supplements, or related memoranda, to compare against current DOJ compliance-program evaluation criteria, including the criteria set forth in the Antitrust Division's July 2019 guidance document. Confirm specifically whether any updates, revisions, or supplemental guidance were issued at any point between 2014 and 2022.

2. Training Records: Request from TMC's Human Resources Department and Legal Department all records of antitrust compliance training sessions conducted from 2014 through 2022, including attendance logs, sign-in sheets, training materials and slide decks, facilitator notes, and any other documentation. Confirm affirmatively that no antitrust compliance training was conducted in 2019, 2020, or 2021 and document the basis for that confirmation.

3. Holt Offboarding Records: Obtain from TMC's IT Department all records relating to the offboarding of Gavin Holt's corporate devices and accounts following his resignation effective September 30, 2021, including the laptop reimaging log, backup verification records, mobile device wipe confirmation, email account deprovisioning records, and any other relevant documentation. These records are needed to confirm the completeness and integrity of the data collection from Holt's corporate accounts and devices.

4. VaultChat Forensics: Coordinate with Neil Ashworth at Redstone Digital Forensics Inc. regarding the current status of VaultChat data recovery efforts, including: (a) the results of forensic extraction from the Holt laptop backup; (b) the availability and results of any server-side VaultChat data; and (c) Redstone's assessment of the completeness of recovered VaultChat communications. A status report from Redstone should be requested by August 26, 2022.

5. NASMC Attendance Records: Obtain from TMC's administrative and travel-expense records complete NASMC quarterly conference attendance records for all TMC personnel from January 2017 through December 2021. These records are needed to cross-reference with the trade-association meeting analysis being conducted by the investigation team and to identify all TMC personnel who may have had contact with Ridgecrest, Pinnacle, or Cascade representatives at NASMC events.

6. Potential Subsequent Interview: Reserve the possibility of conducting a follow-up interview with Ms. Anand if additional documents, witness testimony, or other evidence — including, without limitation, information obtained from Sandra Chu's or Thomas Eriksen's proffer sessions, or from the VaultChat data recovery — raises new questions about the legal department's awareness of, involvement in, or oversight of the conduct at issue. Ms. Anand was advised of this possibility and indicated her willingness to participate in further interviews as needed.

X. Privilege Designation and Distribution

This memorandum is designated PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT and was prepared by Monica Reyes of Calderwood & Harkness LLP at the direction of Elaine Forsythe, the Responsible Partner for this matter, in connection with the provision of legal advice to Torchlight Mining Corp. in Grand Jury Investigation No. GJ-22-0194, pending in the United States District Court for the Northern District of California, San Francisco Division. This memorandum reflects attorney mental impressions, legal theories, and case-strategy considerations and is entitled to the heightened protection afforded to opinion work product under Fed. R. Civ. P. 26(b)(3) and its equivalents.

Distribution of this memorandum is strictly limited to the following individuals:

• Elaine Forsythe, Partner, Antitrust & Competition Practice Group, Calderwood & Harkness LLP

• Howard Bellamy, Partner, Antitrust & Competition Practice Group, Calderwood & Harkness LLP

• Aaron Liu, Lead Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP

• Monica Reyes, Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP (Author)

This memorandum is not to be shared with the client, any client representative, or any third party without the prior written authorization of the Responsible Partner.

File Location: C&H Matter No. 1039-00001, Witness Interview Memoranda subfolder.

Prepared by:

________________________________________

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

Date: August 12, 2022

Reviewed by:

________________________________________

Elaine Forsythe Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP

Date: August 12, 2022

Matter:	Torchlight Mining Corp. — DOJ Antitrust Division Grand Jury Investigation
Matter Number:	1039-00001
Grand Jury No.:	GJ-22-0194, U.S. District Court, Northern District of California, San Francisco Division
Date of Memorandum:	August 12, 2022
Prepared By:	Monica Reyes, Associate, Antitrust & Competition Practice Group
Reviewed By:	Elaine Forsythe, Partner, Antitrust & Competition Practice Group
Re:	Interview of Priya Anand, General Counsel, Torchlight Mining Corp.
Item	Detail
Carrier	Northland Mutual Insurance Co.
Policy No.	NMI-DO-2021-5547
Aggregate Limit	USD 50,000,000
Retention	USD 2,500,000
Policy Period	July 1, 2021 – July 1, 2022

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 555 California Street, 40th Floor San Francisco, CA 94104
WITNESS INTERVIEW MEMORANDUM
I. Interview Summary and Logistics
Witness: Priya Anand, General Counsel, Torchlight Mining Corp. ("TMC"), 200 Bay Street, Suite 3400, Toronto, ON M5J 2J2, Canada.
Date of Interview: August 10, 2022.
Location: Calderwood & Harkness LLP, San Francisco office, 555 California Street, 40th Floor, San Francisco, CA 94104 (Conference Room 40-C).
Duration: Approximately 3 hours and 45 minutes (9:00 a.m. – 12:45 p.m. PDT).
Interviewers: Elaine Forsythe (Responsible Partner) and Monica Reyes (Associate). Aaron Liu (Lead Associate) joined the interview for the final segment relating to document preservation and data collection, beginning at approximately 11:30 a.m. PDT.
Upjohn Warnings Administered: At the outset of the interview, Ms. Forsythe administered standard Upjohn warnings to Ms. Anand. Specifically, Ms. Anand was advised that Calderwood & Harkness LLP represents Torchlight Mining Corp. as the entity client and does not represent Ms. Anand in her individual capacity. Ms. Anand was further advised that this interview was being conducted at the direction of TMC for the purpose of gathering factual information to enable Calderwood & Harkness to provide legal advice to TMC in connection with the pending grand jury investigation. Ms. Anand was informed that the communications during this interview are protected by the attorney-client privilege, but that the privilege belongs solely to TMC as the entity client and may be waived only by TMC in its discretion. Ms. Anand was instructed that she should not disclose the substance or content of this interview to any third parties, including other TMC employees, unless specifically authorized to do so by Calderwood & Harkness or by TMC's authorized representative acting on the advice of counsel. Ms. Anand confirmed orally that she understood each of these admonitions and agreed to proceed with the interview on that basis.
Individual Representation: Ms. Anand stated that she has not retained separate personal counsel at this time. She was advised that she has the right to do so and that Calderwood & Harkness could provide referrals to qualified independent counsel should she desire individual representation at any point during the investigation.
Recording: No audio or video recording was made of the interview. Contemporaneous handwritten notes were taken by Monica Reyes throughout the interview. This memorandum was prepared from those handwritten notes and reflects Ms. Reyes's best recollection of the substance of the interview. It is not a verbatim transcript and should not be treated as such.
Documents Referenced During Interview: The following documents were referenced or shown to Ms. Anand during the course of the interview:
(a) TMC's Antitrust Compliance Policy (2014 version);
(b) TMC Corporate Legal Department organizational chart (current as of January 2022);
(c) TMC's litigation hold notice dated March 1, 2022, issued under Ms. Anand's signature;
(d) TMC's FY 2021 annual report, specifically the disclosure language regarding the DOJ investigation included in Note 22 to the consolidated financial statements; and
(e) Selected emails from the document production involving correspondence between Priya Anand and Gavin Holt (Bates range TMC-GJ-0045XXX through TMC-GJ-0046XXX), which were reviewed with Ms. Anand to assess the nature and frequency of her communications with Holt during the relevant period.
II. Background on Witness
A. Professional Background and Role at TMC
Ms. Anand has served as General Counsel of Torchlight Mining Corp. since 2015. In that capacity, she reports directly to Chief Executive Officer Søren Dalmqvist on operational matters and has a functional reporting relationship to the Board of Directors, including Board Chair Margaret Caldwell, on matters of legal risk, governance, and compliance. She described her role as encompassing oversight and management of all legal affairs for TMC and its subsidiaries worldwide, including litigation management, regulatory compliance, corporate governance, mergers and acquisitions, and commercial contracting.
Ms. Anand's responsibilities extend to the legal affairs of TMC's wholly owned U.S. subsidiary, Torchlight Mining (U.S.) Inc. ("TMC US"), a Nevada corporation (Entity No. NV20160438721) with its principal office at 8750 West Sahara Avenue, Suite 210, Reno, NV 89117. TMC US was incorporated in 2016 to house TMC's expanding U.S. specialty minerals operations, and it conducts the commercial sales and distribution activities that are at the center of the DOJ investigation.
Ms. Anand oversees a legal department of approximately eighteen attorneys and legal professionals distributed across TMC's global operations. The headquarter legal team in Toronto comprises twelve professionals, including Ms. Anand. The U.S. legal function includes two in-house attorneys based in Reno, Nevada, who handle day-to-day operational legal matters for the U.S. subsidiary, including commercial contracts, employment matters, and regulatory filings. Ms. Anand stated that the U.S. in-house attorneys reported to her through a dotted-line relationship, with their day-to-day activities supervised by the division president of the U.S. Specialty Minerals Division.
Prior to joining TMC in 2015, Ms. Anand was a partner at Whitfield, Patel & Associates LLP, a mid-size Canadian law firm based in Toronto, where her practice focused primarily on corporate and securities law. She stated that she has no personal background, training, or practice experience in antitrust or competition law, either in Canada or the United States. Her familiarity with antitrust compliance matters developed through her role as General Counsel at TMC, where she inherited the existing antitrust compliance policy upon joining the company.
B. Reporting Relationship to the U.S. Specialty Minerals Division
Ms. Anand provided context regarding the organizational relationship between the General Counsel's office and the U.S. Specialty Minerals Division, which is central to understanding the degree of oversight — or lack thereof — that the legal department exercised over the commercial activities at issue in this investigation.
The U.S. Specialty Minerals Division is one of four major operating divisions within TMC. According to TMC's FY 2021 annual report, the division generated approximately USD 687 million in revenue during fiscal year 2021, representing approximately 20% of TMC's consolidated revenue of CAD 4.27 billion (approximately USD 3.38 billion at prevailing exchange rates). The division's product lines include high-purity feldspar, industrial talc, and rare-earth concentrates, which are the three product categories identified in the grand jury subpoena as the subjects of the alleged price-fixing, market-allocation, and bid-rigging conspiracy.
Ms. Anand explained that the U.S. Specialty Minerals Division operated with a relatively autonomous commercial function. The division had its own president, its own sales organization, and its own pricing and marketing teams. Gavin Holt, in his capacity as Vice President of U.S. Specialty Minerals Sales, reported to the division president — not to the legal department or to any centralized corporate function in Toronto. Ms. Anand stated that Holt did not regularly interact with her and that she had limited direct contact with him during his tenure. The emails reviewed during the interview (Bates range TMC-GJ-0045XXX through TMC-GJ-0046XXX) confirmed that Ms. Anand's communications with Holt were infrequent and confined to administrative or organizational matters rather than substantive commercial or pricing discussions.
Ms. Anand stated that she had no direct involvement in pricing decisions for high-purity feldspar, industrial talc, or rare-earth concentrates. She was not consulted on the development of published price lists, was not involved in customer-specific pricing negotiations, and did not review or approve bid submissions. Pricing authority was delegated to the division level, as discussed further in Section VII.B below.
With respect to other individuals who have been identified as subjects or persons of interest in the investigation, Ms. Anand stated that Sandra Chu (Director, Pricing Analytics, U.S. Specialty Minerals Division) and Thomas Eriksen (Regional Sales Manager, Western Region, U.S. Specialty Minerals Division) were not known to her in any meaningful detail prior to the commencement of the investigation. She was aware of their roles at a general organizational level — as employees of the U.S. division — but had no substantive working relationship with either individual and could not recall ever having a one-on-one conversation with either Chu or Eriksen.
III. Knowledge of the Alleged Conduct
A. Lack of Prior Knowledge
Ms. Anand stated unequivocally that she had no knowledge, prior to the receipt of Grand Jury Subpoena No. GJ-22-0194-SD-003 on February 14, 2022, of any price-fixing, market-allocation, or bid-rigging activities involving TMC personnel and competitors in the specialty minerals industry. She was clear and emphatic on this point and maintained this position consistently throughout the interview when the topic was revisited from multiple angles.
Specifically, Ms. Anand stated that she had never heard of — and had no reason to suspect — any communications between Gavin Holt and Carl Edgerton (Vice President of Sales, Ridgecrest Minerals Inc., Denver, CO) or between Holt and Kevin Tsang (former Senior Vice President, Commercial Operations, Pinnacle Earth Resources Ltd., Sudbury, ON / Salt Lake City, UT) regarding pricing, customer allocation, or bid coordination. She stated that the names Carl Edgerton and Kevin Tsang were not familiar to her prior to the investigation, and she had no awareness that Holt maintained any personal or professional relationship with either individual outside of the normal course of industry interaction.
Ms. Anand further stated that she had no awareness that the encrypted messaging application known as "VaultChat" was being used by TMC commercial personnel for any business communications, let alone for inter-competitor discussions. She explained that VaultChat was not an approved corporate communications platform under TMC's Information Technology Acceptable Use Policy and that she had never seen any reference to VaultChat in any TMC document, email, or communication prior to the investigation. The use of unapproved encrypted messaging applications by sales personnel was not something that had been raised as a concern or flagged by TMC's IT department at any point during her tenure.
Ms. Anand also stated that she was not aware of any side meetings, informal gatherings, dinners, or social events at North American Specialty Minerals Council ("NASMC") quarterly conferences at which pricing or competitive information was allegedly exchanged among competitors. She acknowledged that she was generally aware that TMC personnel, including Holt and Eriksen, attended NASMC conferences as part of normal industry engagement. However, she stated that she did not receive debriefing reports, summaries, or memoranda from TMC employees following their attendance at NASMC events. There was no established protocol requiring such reports, and the legal department was not routinely informed of the topics discussed or the interactions that took place at these conferences.
B. Knowledge of Gavin Holt
Ms. Anand described Gavin Holt as a "strong commercial performer" who had been with TMC since approximately 2013. Holt initially served in a senior sales role within the U.S. Specialty Minerals Division before being promoted to Vice President of U.S. Specialty Minerals Sales in approximately 2016. In that capacity, he led the division's sales function, overseeing a team of approximately 30 sales and account-management professionals, until his departure from the company on September 30, 2021.
Ms. Anand recalled that Holt's resignation in September 2021 was presented to her and to other members of TMC's senior leadership as a voluntary departure attributed to personal reasons. She stated that she was not involved in the circumstances surrounding Holt's resignation and did not conduct an exit interview or have any substantive conversation with Holt regarding his reasons for leaving. The resignation was handled by the division president and the human resources department in accordance with standard company procedures.
Ms. Anand noted that Holt's departure occurred approximately four months before the DOJ formally opened the grand jury investigation on or about February 10, 2022, and approximately 4.5 months before the grand jury subpoena was served on TMC on February 14, 2022. She stated that she had no reason to believe at the time of Holt's resignation that his departure was connected to any potential government investigation, enforcement action, or legal proceeding. She was not aware, at that time, that Cascade Chemical Supply Co. (Spokane, WA) had entered into a cooperation agreement with the DOJ Antitrust Division in approximately September 2021, which — as the investigation has since revealed — may have been a triggering event that prompted Holt's departure.
Ms. Anand reiterated that her interactions with Holt over the years were limited. She described their relationship as "professional but distant." Her primary points of contact within the U.S. Specialty Minerals Division were at the division-president level, and she did not have occasion to work closely with Holt on any matter during his tenure.
C. Knowledge of Ridgecrest, Pinnacle, and Cascade
Ms. Anand was asked about her awareness of the three companies that have been identified as co-conspirators or cooperating entities in the DOJ investigation.
With respect to Ridgecrest Minerals Inc. (Denver, CO; CEO Brian Novotny), Ms. Anand stated that she was aware of Ridgecrest as a major competitor to TMC in the North American specialty minerals market. She described Ridgecrest as one of the four or five largest producers of high-purity feldspar and industrial talc in North America. She stated that she had no knowledge of any coordination, agreement, or understanding between TMC and Ridgecrest regarding pricing, customer allocation, or bid submissions.
With respect to Pinnacle Earth Resources Ltd. (Sudbury, ON / Salt Lake City, UT; CEO Douglas Harlowe), Ms. Anand was similarly aware of Pinnacle as a significant competitor, particularly in the rare-earth concentrates segment. She stated that she had no knowledge of any collusive arrangement or communication between TMC and Pinnacle.
With respect to Cascade Chemical Supply Co. (Spokane, WA), Ms. Anand stated that she was aware of Cascade as a downstream customer and distributor of specialty minerals products, but she had no knowledge of Cascade's cooperation agreement with the DOJ Antitrust Division until that information was identified by Calderwood & Harkness during the course of the investigation. She stated that she did not recall ever having any direct communication with anyone at Cascade and that TMC's commercial relationship with Cascade was managed entirely at the division level.
IV. TMC's Antitrust Compliance Program — History and Assessment
A. Adoption of the 2014 Compliance Policy
Ms. Anand stated that TMC adopted its initial formal antitrust compliance policy in approximately 2014, which predated her tenure as General Counsel by roughly one year. She understood that the policy was developed under the direction of her predecessor in the General Counsel role, though she was not able to identify with certainty the specific individuals who drafted or approved the policy. She described the policy as a "relatively standard written policy" that was modeled on general antitrust compliance templates and that addressed the core prohibitions applicable to TMC's commercial activities.
The 2014 Compliance Policy, which was reviewed during the interview, contained the following principal elements:
(a) A clear prohibition on agreements with competitors regarding pricing, including list prices, discounts, price increases, price floors, and terms of sale;
(b) A prohibition on agreements with competitors to allocate markets, customers, territories, or product lines;
(c) A prohibition on bid-rigging, including agreements to submit complementary or non-competitive bids, to rotate winning bids, or to suppress bids;
(d) A requirement that all employees engaged in sales, marketing, procurement, and trade-association activities complete annual antitrust compliance training; and
(e) A requirement that employees report to the legal department any contacts with competitors that touched upon pricing, competitive terms, market conditions, or other competitively sensitive topics.
Ms. Anand stated that the policy was distributed to all commercial-facing employees at the time of its adoption and was included in the onboarding materials for new hires in relevant roles. However, she acknowledged that the policy did not include several features that are now recognized as essential components of an effective antitrust compliance program. Specifically, the 2014 Compliance Policy did not include:
(a) Specific protocols or guidelines governing employee conduct at trade-association meetings, including NASMC conferences;
(b) Any requirement for pre-approval or post-event reporting of interactions with competitors at industry events;
(c) Monitoring mechanisms to detect or flag potential competitor contacts by TMC commercial personnel; or
(d) Any audit or testing procedures to assess whether the policy was being followed in practice.
Ms. Anand stated that, to the best of her knowledge, the 2014 Compliance Policy was not substantively amended or updated at any point between its initial adoption in 2014 and the commencement of the DOJ investigation in early 2022. She acknowledged that the failure to update the policy over an eight-year period was a shortcoming and that best practices would have called for periodic review and revision to reflect evolving enforcement standards and guidance.
B. Training History and Lapse
Ms. Anand acknowledged that annual antitrust compliance training had been conducted for TMC's commercial-facing employees from approximately 2014 through approximately 2018. She described the training as consisting of periodic in-person or web-based sessions that reviewed the core prohibitions set forth in the 2014 Compliance Policy, discussed hypothetical scenarios, and reminded employees of their obligation to report competitor contacts to the legal department. She was not able to recall the specific format, duration, or content of the training sessions with precision, and stated that records of the training sessions would need to be obtained from the human resources department and the legal department's files.
Ms. Anand acknowledged that antitrust compliance training had lapsed after approximately 2018 and that no training sessions were conducted in 2019, 2020, or 2021. She attributed the lapse to several factors:
(a) Personnel turnover: The individual within the legal department who had been primarily responsible for coordinating and delivering antitrust compliance training departed TMC in approximately late 2018, and the role was not promptly backfilled;
(b) Competing priorities: TMC undertook a significant expansion of its operations into Brazil in 2018 and 2019, including the acquisition and integration of mining assets in the Minas Gerais region, which consumed substantial legal-department resources and management attention; and
(c) Absence of a dedicated Chief Compliance Officer: Without a standalone compliance function, the responsibility for maintaining the training program fell to the General Counsel's office, where it was deprioritized relative to other legal-department obligations.
Ms. Anand acknowledged the seriousness of this training lapse. She recognized that the final approximately three years of the alleged conspiracy period — which is understood to span from approximately January 2017 through approximately August 2021 — coincided with the period during which no active training reinforcement of the antitrust compliance policy was being provided to TMC employees. She stated that she was aware of the training gap in general terms during this period but did not take specific remedial action to reinstate the training program before the investigation commenced. She expressed regret about this lapse and stated that she understood its significance in the context of the DOJ's evaluation of TMC's compliance efforts.
C. Monitoring and Audit Deficiencies
Ms. Anand confirmed that, to her knowledge, TMC had no systematic monitoring of trade-association interactions by its employees at any point during the relevant period. There was no protocol requiring TMC employees to submit post-conference reports after attending NASMC events or other industry gatherings, no mechanism for the legal department to review the agenda or attendee lists of trade-association meetings in advance, and no procedure for debriefing employees upon their return from such events.
Ms. Anand further confirmed that TMC had no audit program for competitor contacts, no systematic review of employee communications with individuals at competing companies, and no automated or manual flagging mechanism within TMC's email or communications systems that would have detected or highlighted communications between TMC commercial personnel and personnel at Ridgecrest, Pinnacle, or other competitors.
Ms. Anand acknowledged candidly that these gaps represent significant deficiencies in TMC's antitrust compliance program as measured against the DOJ's published evaluation criteria for effective compliance programs, including the criteria set forth in the DOJ Antitrust Division's July 2019 guidance document, Evaluation of Corporate Compliance Programs in Criminal Antitrust Investigations. She stated that she was familiar with the DOJ's guidance in general terms but acknowledged that TMC had not undertaken a systematic assessment of its compliance program against those criteria prior to the investigation.
D. Absence of a Dedicated Chief Compliance Officer
At the time of the alleged conduct and through the date of this interview, TMC did not have a standalone Chief Compliance Officer. Compliance functions — including antitrust compliance, anti-corruption compliance, trade-sanctions compliance, and data-privacy compliance — were subsumed within the General Counsel's office and were treated as one component of the legal department's broader portfolio of responsibilities.
Ms. Anand noted that the lack of a dedicated CCO meant that compliance oversight was secondary to other legal-department responsibilities and did not receive the independent focus, dedicated resources, or direct Board-level reporting that a standalone compliance function would have provided. She acknowledged this structural deficiency and stated that the absence of a CCO contributed to the training lapse and monitoring gaps described above. She indicated that TMC is now evaluating the creation of a standalone CCO position as part of broader remediation efforts, though no final decision had been made as of the date of the interview.
V. Document Preservation and Litigation Hold
A. Pre-Engagement Preservation Steps
Ms. Anand described the steps she took immediately upon receipt of Grand Jury Subpoena No. GJ-22-0194-SD-003, which was served on TMC US's registered agent in Nevada on February 14, 2022, and transmitted to Ms. Anand's attention the same day.
Upon learning of the subpoena, Ms. Anand took the following immediate actions:
(a) She issued informal verbal instructions to TMC's IT department, specifically to Chief Information Officer David Parikh, directing that all routine document destruction, recycling, or data-deletion protocols be immediately suspended company-wide pending further instruction from the legal department. She stated that this verbal directive was communicated within hours of her receipt of the subpoena.
(b) She contacted CEO Søren Dalmqvist and CFO Richard Fong by telephone to advise them of the subpoena, the nature and apparent scope of the DOJ investigation, and the urgent need to retain experienced U.S. antitrust defense counsel.
(c) She began a preliminary identification of custodians whose documents might be responsive to the subpoena's requests, based on her knowledge of TMC's organizational structure and the subpoena's identification of relevant product categories (high-purity feldspar, industrial talc, and rare-earth concentrates) and relevant time periods.
Ms. Anand stated that TMC engaged Calderwood & Harkness LLP on February 18, 2022 — four days after receipt of the subpoena — following a brief selection process in which TMC considered several qualified U.S. antitrust defense firms. The engagement letter was executed by CEO Dalmqvist on behalf of TMC.
B. Formal Litigation Hold
Ms. Anand described her coordination with Calderwood & Harkness in the preparation and issuance of a formal company-wide litigation hold notice, which was distributed on March 1, 2022. The hold notice was issued under Ms. Anand's signature in her capacity as General Counsel and was distributed electronically to all TMC personnel worldwide via the company's internal communications system.
In addition to the general company-wide hold, a supplemental targeted litigation hold was issued to personnel within the U.S. Specialty Minerals Division, including Sandra Chu and Thomas Eriksen, containing custodian-specific preservation instructions tailored to the nature of their roles and the types of documents and data they were likely to possess.
The scope of the litigation hold covered all documents and electronically stored information ("ESI") relating to, among other things:
(a) Pricing of high-purity feldspar, industrial talc, and rare-earth concentrates, including published price lists, customer-specific pricing agreements, discount schedules, bid submissions, and internal pricing analyses;
(b) Any and all interactions, communications, or contacts with personnel at Ridgecrest Minerals Inc., Pinnacle Earth Resources Ltd., Cascade Chemical Supply Co., or any other competitor or industry participant regarding pricing, customers, territories, or bids;
(c) Attendance at, participation in, or communications relating to NASMC quarterly conferences or other trade-association events from January 2015 through the present; and
(d) Any communications through VaultChat, Harborline Technologies, Meridian Services Inc., or other messaging applications relating to business matters.
Ms. Anand stated that she personally followed up with the heads of each relevant business unit — including the president of the U.S. Specialty Minerals Division, the VP of Operations, and the heads of sales for each product line — to confirm receipt and understanding of the litigation hold. She described these follow-up conversations as occurring in the days immediately following the March 1, 2022 distribution and stated that all contacted individuals confirmed their understanding of and compliance with the hold.
C. Data Collection Coordination
Following the retention of Redstone Digital Forensics Inc. (McLean, VA; project director Neil Ashworth) on March 15, 2022, Ms. Anand coordinated between TMC's internal IT department and Redstone to facilitate the forensic collection of documents and ESI from 34 identified custodians. She described her role as serving as the primary liaison between the company's internal resources and the outside forensic team.
The data sources targeted for forensic collection included:
(a) Corporate email accounts hosted on Strathmore Data Systems, including archived and deleted messages within the recoverable retention window;
(b) Shared network drives accessible to U.S. Specialty Minerals Division personnel;
(c) Individual hard drives and local storage on corporate-issued laptops and desktops;
(d) VaultChat archives, to the extent recoverable from corporate devices or server-side logs;
(e) Personal mobile devices belonging to custodians who used personal devices for business communications, collected pursuant to individual custodian consent under TMC's Bring Your Own Device ("BYOD") policy; and
(f) Cloud-based storage, including Cobalt Ridge Systems and Aldermere Systems repositories.
Ms. Anand confirmed that she was not aware of any intentional destruction, alteration, or spoliation of documents by any TMC employee following receipt of the grand jury subpoena. She stated that she had no information suggesting that any custodian failed to comply with the litigation hold or attempted to delete or conceal responsive materials.
D. Challenges Regarding Gavin Holt's Data
Ms. Anand identified a significant challenge in the document-preservation and data-collection process relating to Gavin Holt. Because Holt resigned from TMC effective September 30, 2021 — approximately 4.5 months before the grand jury subpoena was served — TMC had followed its standard employee offboarding protocol with respect to Holt's corporate accounts and devices. That protocol included:
(a) Deprovisioning Holt's corporate email account (i.e., deactivating the account and removing active access), although the account contents were preserved in TMC's standard email backup and archival system in accordance with the company's data-retention policy;
(b) Collecting Holt's corporate-issued laptop, which was subsequently reimaged (i.e., wiped and restored to factory settings) and reissued to another TMC employee. Ms. Anand stated that TMC IT confirmed that a backup of the laptop's hard drive contents was made prior to reimaging, consistent with standard IT offboarding procedure; and
(c) Collecting Holt's corporate-issued mobile phone, which was similarly wiped and reissued.
Ms. Anand stated that the preservation of Holt's corporate email in the archival system meant that a substantial volume of his email communications was available for collection and review. However, the reimaging of his laptop and the wiping of his mobile device presented challenges with respect to the recovery of locally stored files, browser history, and — most significantly — VaultChat messages.
VaultChat was not routinely preserved or backed up by TMC's IT systems because it was not an authorized corporate application and was not integrated into TMC's enterprise data-management infrastructure. Recovery of VaultChat data from Holt's devices required forensic extraction from the pre-reimaging laptop backup and from any available server-side logs, a process that Redstone Digital Forensics undertook and that was ongoing as of the date of the interview.
Ms. Anand stated that she had no advance knowledge that Holt used VaultChat for any purpose and therefore had not issued any preservation directive specific to that application prior to the commencement of the investigation. She further stated that she had no reason to believe that Holt's use of VaultChat was known to TMC's IT department prior to the investigation.
VI. Coordination with External Auditor and Financial Advisors
A. Calvert & Associates LLP (Independent Auditor)
Ms. Anand described the coordination between TMC's legal department and the company's independent external auditor, Calvert & Associates LLP (Montreal, QC), with respect to the financial-statement implications of the DOJ investigation. Daniel Moreau, engagement partner at Calvert & Associates, was the primary contact on the auditor side.
TMC's FY 2021 annual report, which was filed on SEDAR+ (the Canadian securities filing system) and with the U.S. Securities and Exchange Commission on Form 40-F on March 28, 2022, included the first public disclosure of the DOJ investigation. In connection with that filing, TMC established a litigation reserve of USD 30 million, which was reflected in Note 22 to the consolidated financial statements as a contingent liability relating to the pending government investigation.
Ms. Anand stated that the USD 30 million reserve figure was developed in consultation with Calderwood & Harkness and was based on a preliminary assessment of TMC's potential exposure in light of the scope of the alleged conduct, the relevant statutory penalty framework, publicly available data regarding comparable DOJ antitrust settlements, and the early stage of the investigation at the time of the filing. The reserve was reviewed by Calvert & Associates as part of the FY 2021 audit process and was determined to be a reasonable preliminary estimate under both ASC 450 (Contingencies) and IAS 37 (Provisions, Contingent Liabilities and Contingent Assets), as applicable to TMC's dual reporting requirements.
Ms. Anand noted, for context, that the reserve was subsequently increased to USD 50 million in the third quarter of fiscal year 2023, following the receipt of a target letter from the DOJ Antitrust Division on May 20, 2022, and subsequent developments in the investigation that clarified TMC's exposure and the government's case theory. The increased reserve was disclosed in TMC's Q3 2023 interim financial statements.
B. Ironbridge Capital Markets Inc. (Financial Advisor)
Ms. Anand mentioned that TMC also consulted with Ironbridge Capital Markets Inc. (Toronto, ON), a financial advisory firm, regarding the potential market impact of the investigation's public disclosure and TMC's disclosure strategy. Alan Kirkwood, the relationship partner at Ironbridge, provided confidential advisory services to TMC in this regard. Ms. Anand stated that Ironbridge's role was limited to financial and market-impact advisory services and that Ironbridge was not involved in any aspect of the legal defense or the document-production process.
C. D&O Insurance Notice
Ms. Anand confirmed that she directed Calderwood & Harkness to tender notice of the DOJ investigation to TMC's directors' and officers' liability insurance carrier, Northland Mutual Insurance Co., under TMC's D&O insurance policy. The relevant policy details are as follows:
The notice letter was sent to Northland Mutual on March 4, 2022. Ms. Anand stated that Northland acknowledged receipt of the notice and confirmed coverage for defense costs incurred by individual directors and officers of TMC in connection with the investigation. However, Northland issued a reservation of rights with respect to entity-level coverage for TMC and TMC US and with respect to the application of the policy's regulatory/criminal exclusion, which Northland reserved the right to assert depending on the outcome of the investigation.
Ms. Anand was also aware that notice had been sent to the two excess-layer carriers in TMC's D&O insurance tower:
(a) Greystone Specialty Insurance Ltd. — Layer 2, USD 25 million in excess of USD 50 million; and
(b) Sentinel Re Ltd. — Layer 3, USD 25 million in excess of USD 75 million.
Ms. Anand stated that she was continuing to coordinate with Calderwood & Harkness on the insurance coverage analysis and that the adequacy of coverage remained an active topic of discussion with TMC's risk management and finance teams.
VII. TMC Management Awareness and Governance
A. CEO and Board Notification
Ms. Anand stated that she informed CEO Søren Dalmqvist of the grand jury subpoena on February 14, 2022, the same day it was received. The conversation took place by telephone and included a discussion of the subpoena's scope, the nature of the DOJ Antitrust Division's investigation authority, the potential seriousness of the matter, and the immediate need to retain qualified U.S. defense counsel and implement document-preservation measures.
Ms. Anand briefed Board Chair Margaret Caldwell by telephone on February 15, 2022 — the following day. She described the briefing as covering the same ground as her conversation with Dalmqvist, with the additional discussion of Board-level governance considerations, including the potential need for Audit Committee oversight of the investigation and the company's disclosure obligations under Canadian and U.S. securities law.
A formal, in-person briefing of the TMC Audit Committee was conducted on October 18, 2022. The Audit Committee is chaired by Janet Moreau-Shaw, an independent director. The October 18 briefing covered the following topics:
(a) Status of the DOJ investigation, including the receipt of the target letter on May 20, 2022, and the implications thereof;
(b) Progress of document production to the DOJ;
(c) Status of the internal investigation conducted by Calderwood & Harkness;
(d) Financial-reserve analysis, including the adequacy of the USD 30 million reserve established in FY 2021;
(e) D&O insurance coverage status, including Northland's reservation of rights; and
(f) Preliminary assessment of TMC's strategic options, including the possibility of seeking a resolution with the DOJ.
Ms. Anand stated that, to her knowledge, neither CEO Dalmqvist, Board Chair Caldwell, Audit Committee Chair Moreau-Shaw, CFO Richard Fong, nor any other member of TMC's C-suite or Board of Directors had any prior awareness of or involvement in the alleged anticompetitive conduct. She stated that the investigation had not revealed any information to the contrary.
B. Delegation of Pricing Authority
Ms. Anand provided important context regarding the delegation of pricing authority within TMC's organizational structure, which bears directly on the question of how the alleged conduct could have occurred without detection by TMC's senior management or legal department.
Ms. Anand explained that pricing authority for the U.S. Specialty Minerals Division was delegated to the division level. Gavin Holt, in his capacity as Vice President of U.S. Specialty Minerals Sales, had significant latitude in setting published price lists for high-purity feldspar, industrial talc, and rare-earth concentrates, and in negotiating customer-specific pricing arrangements. Holt's pricing decisions were subject to review and approval by the division president, but Ms. Anand stated that she understood this review to be focused primarily on margin and revenue targets rather than on the competitive dynamics or origins of the pricing decisions.
Critically, there was no requirement for legal-department sign-off, review, or consultation with respect to pricing decisions made by the U.S. Specialty Minerals Division. The legal department was not included in the pricing-approval workflow and did not have visibility into the specific price levels, price changes, or customer-specific terms being implemented by the division's sales team.
Ms. Anand acknowledged that this delegation of pricing authority, combined with the lapse in antitrust compliance training after 2018, the absence of monitoring mechanisms for competitor contacts, and the lack of a dedicated compliance function, created an environment in which Holt and other commercial personnel could have engaged in the alleged anticompetitive conduct without oversight or detection by TMC's legal department, senior management, or Board of Directors. She stated that this structural vulnerability is one of the issues that TMC intends to address as part of its broader remediation and compliance-enhancement efforts.
VIII. Witness Credibility and Demeanor Assessment
Ms. Anand was cooperative, forthcoming, and appeared to provide candid and thoughtful responses throughout the approximately three hours and forty-five minutes of the interview. She answered questions directly and did not appear evasive, defensive, or reluctant to address uncomfortable topics. When she did not know the answer to a question or could not recall a specific detail, she said so clearly rather than speculating or providing vague or qualified responses.
Ms. Anand readily and without prompting acknowledged the significant deficiencies in TMC's antitrust compliance program, including the lapse in annual compliance training after 2018, the absence of systematic monitoring mechanisms for trade-association interactions and competitor contacts, the lack of a dedicated Chief Compliance Officer, and the inadequacy of the company's trade-association interaction policies. Her willingness to acknowledge these shortcomings candidly, without attempting to minimize or deflect responsibility, was noteworthy and contributed to the overall impression that she was providing an honest and complete account.
Her account was internally consistent throughout the interview. She did not contradict herself or shift her position on any material point when topics were revisited or approached from different angles. Her statements were also consistent with the documents reviewed during the interview, including the organizational charts, the 2014 Compliance Policy, the litigation hold notice, and the email correspondence with Gavin Holt.
There were no indications — either from her statements or from her demeanor — of personal knowledge of or involvement in the alleged anticompetitive conduct. Her credibility on the lack-of-knowledge points is further supported by several objective factors:
(a) The organizational distance between the General Counsel's office, which is based in Toronto, and the U.S. Specialty Minerals Division's commercial operations, which are based in Reno, Nevada;
(b) The delegation of pricing authority to the division level without legal-department involvement or review, which meant that the General Counsel's office had no visibility into the pricing decisions at issue;
(c) Ms. Anand's limited direct interaction with Gavin Holt, as confirmed by the email correspondence reviewed during the interview; and
(d) Ms. Anand's lack of personal background or experience in antitrust or competition law, which made it less likely that she would have recognized the significance of certain conduct or communications even if she had been aware of them in general terms.
Overall, Ms. Anand presented as a credible witness whose account is reliable and consistent with the documentary evidence reviewed to date.
IX. Open Issues and Follow-Up Items
The following items require further investigation, documentation, or follow-up action in connection with the matters discussed during Ms. Anand's interview:
1.  Compliance Policy Documentation: Obtain the 2014 Antitrust Compliance Policy in its original form, along with any amendments, revisions, supplements, or related memoranda, to compare against current DOJ compliance-program evaluation criteria, including the criteria set forth in the Antitrust Division's July 2019 guidance document. Confirm specifically whether any updates, revisions, or supplemental guidance were issued at any point between 2014 and 2022.
2.  Training Records: Request from TMC's Human Resources Department and Legal Department all records of antitrust compliance training sessions conducted from 2014 through 2022, including attendance logs, sign-in sheets, training materials and slide decks, facilitator notes, and any other documentation. Confirm affirmatively that no antitrust compliance training was conducted in 2019, 2020, or 2021 and document the basis for that confirmation.
3.  Holt Offboarding Records: Obtain from TMC's IT Department all records relating to the offboarding of Gavin Holt's corporate devices and accounts following his resignation effective September 30, 2021, including the laptop reimaging log, backup verification records, mobile device wipe confirmation, email account deprovisioning records, and any other relevant documentation. These records are needed to confirm the completeness and integrity of the data collection from Holt's corporate accounts and devices.
4.  VaultChat Forensics: Coordinate with Neil Ashworth at Redstone Digital Forensics Inc. regarding the current status of VaultChat data recovery efforts, including: (a) the results of forensic extraction from the Holt laptop backup; (b) the availability and results of any server-side VaultChat data; and (c) Redstone's assessment of the completeness of recovered VaultChat communications. A status report from Redstone should be requested by August 26, 2022.
5.  NASMC Attendance Records: Obtain from TMC's administrative and travel-expense records complete NASMC quarterly conference attendance records for all TMC personnel from January 2017 through December 2021. These records are needed to cross-reference with the trade-association meeting analysis being conducted by the investigation team and to identify all TMC personnel who may have had contact with Ridgecrest, Pinnacle, or Cascade representatives at NASMC events.
6.  Potential Subsequent Interview: Reserve the possibility of conducting a follow-up interview with Ms. Anand if additional documents, witness testimony, or other evidence — including, without limitation, information obtained from Sandra Chu's or Thomas Eriksen's proffer sessions, or from the VaultChat data recovery — raises new questions about the legal department's awareness of, involvement in, or oversight of the conduct at issue. Ms. Anand was advised of this possibility and indicated her willingness to participate in further interviews as needed.
X. Privilege Designation and Distribution
This memorandum is designated PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT and was prepared by Monica Reyes of Calderwood & Harkness LLP at the direction of Elaine Forsythe, the Responsible Partner for this matter, in connection with the provision of legal advice to Torchlight Mining Corp. in Grand Jury Investigation No. GJ-22-0194, pending in the United States District Court for the Northern District of California, San Francisco Division. This memorandum reflects attorney mental impressions, legal theories, and case-strategy considerations and is entitled to the heightened protection afforded to opinion work product under Fed. R. Civ. P. 26(b)(3) and its equivalents.
Distribution of this memorandum is strictly limited to the following individuals:
•  Elaine Forsythe, Partner, Antitrust & Competition Practice Group, Calderwood & Harkness LLP
•  Howard Bellamy, Partner, Antitrust & Competition Practice Group, Calderwood & Harkness LLP
•  Aaron Liu, Lead Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP
•  Monica Reyes, Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP (Author)
This memorandum is not to be shared with the client, any client representative, or any third party without the prior written authorization of the Responsible Partner.
File Location: C&H Matter No. 1039-00001, Witness Interview Memoranda subfolder.
Prepared by:
________________________________________
Monica Reyes Associate, Antitrust & Competition Practice Group Calderwood & Harkness LLP
Date: August 12, 2022
Reviewed by:
________________________________________
Elaine Forsythe Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP
Date: August 12, 2022
Matter: | Torchlight Mining Corp. — DOJ Antitrust Division Grand Jury Investigation
Matter Number: | 1039-00001
Grand Jury No.: | GJ-22-0194, U.S. District Court, Northern District of California, San Francisco Division
Date of Memorandum: | August 12, 2022
Prepared By: | Monica Reyes, Associate, Antitrust & Competition Practice Group
Reviewed By: | Elaine Forsythe, Partner, Antitrust & Competition Practice Group
Re: | Interview of Priya Anand, General Counsel, Torchlight Mining Corp.
Item | Detail
Carrier | Northland Mutual Insurance Co.
Policy No. | NMI-DO-2021-5547
Aggregate Limit | USD 50,000,000
Retention | USD 2,500,000
Policy Period | July 1, 2021 – July 1, 2022

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

WITNESS INTERVIEW MEMORANDUM

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