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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

MEMORANDUM

TO: Elaine Forsythe, Responsible Partner, Antitrust & Competition Practice Group

FROM: Aaron Liu, Lead Associate, Antitrust & Competition Practice Group

DATE: July 22, 2022

RE: Witness Interview Memorandum — Thomas Eriksen, Regional Sales Manager (Western Region), U.S. Specialty Minerals Division, Torchlight Mining Corp.

MATTER: Torchlight Mining Corp. — DOJ Antitrust Division Grand Jury Investigation (Grand Jury No. GJ-22-0194, N.D. Cal.)

MATTER NO.: 1039-00001

PRIVILEGE LEGEND: This memorandum is a privileged and confidential communication prepared by counsel at Calderwood & Harkness LLP at the direction of the responsible partner in connection with the firm's representation of Torchlight Mining Corp. in the above-referenced matter. It constitutes attorney work product and is protected by the attorney-client privilege. The mental impressions, conclusions, opinions, and legal theories of counsel contained herein are entitled to heightened protection under the work-product doctrine. This memorandum should not be disclosed to any person outside the legal team without the prior written approval of the responsible partner. Inadvertent disclosure of this memorandum does not constitute a waiver of any applicable privilege or protection.

1. Executive Summary

Thomas Eriksen, Regional Sales Manager (Western Region) of the U.S. Specialty Minerals Division of Torchlight Mining Corp. ("TMC" or the "Company"), was interviewed on July 22, 2022, at Calderwood & Harkness's San Francisco office located at 555 California Street, 40th Floor. The interview was conducted by Aaron Liu (Lead Associate) and Monica Reyes (Working Associate) of Calderwood & Harkness LLP.

Eriksen is a current TMC employee and was identified as a person of interest to the Department of Justice Antitrust Division's ongoing grand jury investigation into suspected price-fixing, market allocation, and bid-rigging in the North American specialty-minerals sector, with a particular focus on high-purity feldspar, industrial talc, and rare-earth concentrates. The investigation, proceeding before a federal grand jury in the Northern District of California under Grand Jury No. GJ-22-0194, is examining alleged anticompetitive conduct occurring during an approximately four-and-a-half-year period from January 2017 through August 2021 (the "Alleged Conspiracy Period").

Eriksen was identified as a witness of potential relevance because he attended four North American Specialty Minerals Council ("NASMC") quarterly conferences during the Alleged Conspiracy Period at which DOJ suspects that coordination among competing producers occurred. NASMC conferences have been identified by the Antitrust Division as a primary venue at which competitor personnel allegedly met to discuss and agree upon pricing, customer-allocation arrangements, and bid-rigging schemes.

During the interview, Eriksen denied having any knowledge of any pricing agreements, market-allocation arrangements, or bid-rigging schemes involving TMC, Ridgecrest Minerals Inc. ("Ridgecrest"), Pinnacle Earth Resources Ltd. ("Pinnacle"), or any other competitor. Eriksen stated that he was not involved in, and was not aware of, any coordination of competitive activity between TMC and any other market participant in the specialty-minerals sector. He described his interactions with competitor personnel at NASMC conferences as casual, social, and limited to routine industry networking.

Eriksen's account is largely consistent with a peripheral role in the matters under investigation. He presented as a regional-level sales employee who operated within pricing parameters established by his superiors and who had limited visibility into the strategic or executive-level decisions that are the apparent focus of the DOJ's inquiry. However, certain aspects of his descriptions of interactions at industry conferences — specifically, his observation that his direct supervisor, Gavin Holt (then VP of U.S. Specialty Minerals Sales), was seen departing a networking reception with Carl Edgerton (VP of Sales, Ridgecrest) at the Q4 2018 NASMC conference in Scottsdale, Arizona, and Holt's references to unspecified "meetings" during conference downtimes — warrant further analysis and corroboration. These observations, while not implicating Eriksen in any improper conduct, may be relevant to the broader investigation and to the development of TMC's cooperation strategy.

This memorandum sets forth the substance of the interview in detail, together with the interviewing team's preliminary assessment of Eriksen's credibility, potential exposure, and suitability as a cooperating fact witness.

2. Interview Logistics

2.1 Date, Time, and Location

The interview of Thomas Eriksen took place on Friday, July 22, 2022, commencing at approximately 9:30 a.m. Pacific Daylight Time and concluding at approximately 12:45 p.m. Pacific Daylight Time, for a total duration of approximately three hours and fifteen minutes. A single break of approximately fifteen minutes was taken at approximately 11:00 a.m. The interview was conducted in Conference Room 40-B on the 40th floor of Calderwood & Harkness LLP's San Francisco office, located at 555 California Street, San Francisco, California 94104.

2.2 Attendees. The following individuals were present for the interview:

• Thomas Eriksen — Witness. Current employee of Torchlight Mining (U.S.) Inc., holding the title of Regional Sales Manager, Western Region, U.S. Specialty Minerals Division.

• Aaron Liu — Lead Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP. Mr. Liu served as the primary questioner throughout the interview.

• Monica Reyes — Working Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP. Ms. Reyes served as the secondary interviewer and contemporaneous note-taker. Ms. Reyes also posed follow-up questions on certain topics.

No personal counsel was present for Eriksen. As described below in Section 2.3, Eriksen was advised at the outset of the interview that Calderwood & Harkness represents Torchlight Mining Corp. and does not represent Eriksen individually. Eriksen acknowledged that he understood this distinction and affirmatively stated that he did not wish to retain separate personal counsel at that time and elected to proceed with the interview.

No recording devices were used during the interview. Ms. Reyes took contemporaneous handwritten notes, which were subsequently used to prepare this memorandum. Those notes are maintained as attorney work product in the matter file.

2.3 Upjohn Warnings / Corporate Miranda

At the commencement of the interview, prior to any substantive questioning, Aaron Liu administered Upjohn warnings to Eriksen in accordance with the firm's standard protocol for witness interviews in internal investigations. Mr. Liu explained the following to Eriksen clearly and deliberately:

1. Calderwood & Harkness LLP represents Torchlight Mining Corp., the corporate entity. Calderwood & Harkness does not represent Eriksen in his individual capacity and is not acting as his personal attorney.

2. The purpose of the interview is to gather facts relevant to Calderwood & Harkness's internal investigation, which has been initiated in connection with the DOJ Antitrust Division's grand jury investigation concerning the North American specialty-minerals sector.

3. The attorney-client privilege that attaches to the communications in this interview belongs to Torchlight Mining Corp., the corporate client, and not to Eriksen personally. Eriksen cannot assert the privilege over the contents of this interview on his own behalf.

4. Torchlight Mining Corp. may, in its sole discretion, choose to waive the attorney-client privilege and disclose the contents of this interview to third parties, including the DOJ, other governmental authorities, or any other party, without Eriksen's consent and without prior notice to Eriksen.

5. Eriksen has the right to retain personal legal counsel at his own expense. If Eriksen chooses to retain personal counsel, the firm will work to accommodate that counsel's participation in future interviews.

6. Eriksen's cooperation with this interview is expected as part of his obligations as a TMC employee, but the firm cannot compel Eriksen to make any statement that he believes may tend to incriminate him.

Following the delivery of these warnings, Mr. Liu asked Eriksen to confirm that he understood each of the foregoing points. Eriksen confirmed verbally that he understood. Mr. Liu then asked whether Eriksen wished to retain personal counsel before proceeding. Eriksen stated: "No, I understand. I don't think I need a separate lawyer. I'm happy to cooperate." Eriksen agreed to proceed with the interview.

The Upjohn warnings were delivered at approximately 9:32 a.m., and substantive questioning commenced at approximately 9:37 a.m.

2.4 Document References

During the interview, Eriksen was shown certain documents for identification and discussion purposes. These documents had been produced or identified in connection with Calderwood & Harkness's review of materials collected by Redstone Digital Forensics Inc. from TMC's corporate information systems pursuant to Grand Jury Subpoena No. GJ-22-0194-SD-003. Specific Bates-stamped documents referenced during the interview are identified in the body of this memorandum where applicable.

The documents shown to Eriksen included NASMC conference registration records, TMC expense-report submissions, and selected email correspondence. Eriksen was permitted to review each document before being questioned about it. The documents were not left with Eriksen and were returned to the matter file at the conclusion of the interview.

3. Witness Background

3.1 Personal and Professional Background

At the outset of the substantive portion of the interview, Eriksen was asked to provide background information about his employment history and current role at TMC. Eriksen provided the following information:

Full Name: Thomas Eriksen

Current Title: Regional Sales Manager, Western Region, U.S. Specialty Minerals Division, Torchlight Mining Corp.

Employer: Torchlight Mining (U.S.) Inc., a wholly owned U.S. subsidiary of Torchlight Mining Corp. The principal office of Torchlight Mining (U.S.) Inc. is located at 8750 West Sahara Avenue, Suite 210, Reno, Nevada 89117. Eriksen stated that he works primarily out of the Reno office, though he travels frequently throughout his territory.

Eriksen stated that he has been employed by TMC's U.S. operations continuously since approximately 2012. He initially joined the company in a junior sales role within the U.S. Specialty Minerals Division and was promoted to the position of Regional Sales Manager (Western Region) in approximately 2015. In that capacity, Eriksen is responsible for managing customer relationships and sales of TMC's specialty-minerals products — specifically high-purity feldspar, industrial talc, and rare-earth concentrates — to customers located in the western United States. His territory encompasses customers in California, Oregon, Washington, Nevada, Arizona, Utah, and Colorado.

Eriksen described his day-to-day responsibilities as including prospecting for new customers, managing existing customer accounts, negotiating pricing and contract terms (within parameters set by divisional leadership), attending industry conferences and trade shows, and reporting on market conditions and competitive developments to his supervisors. He estimated that his Western Region territory accounted for approximately 30-35% of TMC's total U.S. specialty-minerals sales volume during the relevant period.

Reporting Structure: Throughout the Alleged Conspiracy Period (approximately January 2017 through August 2021), Eriksen reported to Gavin Holt, who held the title of Vice President of U.S. Specialty Minerals Sales. Holt's departure from TMC was effective September 30, 2021, as discussed further in Section 6 below. Since Holt's departure, Eriksen has reported to an interim divisional lead whose name Eriksen identified as Patricia Torres, Senior Director of Operations, U.S. Specialty Minerals Division. Eriksen stated that the VP of U.S. Specialty Minerals Sales position has not been permanently filled as of the date of this interview.

3.2 Relationship to Gavin Holt

Given Gavin Holt's apparent centrality to the DOJ's investigation, Eriksen was questioned at length about his relationship with Holt.

Eriksen described Holt as his direct supervisor from approximately 2016 (when Holt assumed the VP role) through Holt's resignation effective September 30, 2021. Eriksen stated that he interacted with Holt on a regular basis throughout that period. Their communications included weekly phone calls, typically on Monday mornings, during which Holt would discuss sales targets, customer updates, and pricing matters. In addition, Eriksen met with Holt in person periodically at the Reno office, estimating such meetings occurred approximately once per month, and more frequently during budget-planning and quarterly-review periods.

Eriksen characterized his relationship with Holt as professional and businesslike. He stated that he and Holt did not socialize outside of the work context. They did not share personal meals apart from working lunches, and they did not maintain a personal friendship. Eriksen described Holt as "a very focused, numbers-driven manager" who was "not particularly social" but was "respected within the division for his market knowledge."

With respect to Holt's role in pricing, Eriksen described Holt as the primary authority on pricing strategy for the U.S. Specialty Minerals Division. Eriksen explained that Holt determined overall pricing strategy, established published price lists for each product category, and approved any significant pricing changes. Sandra Chu, who held the title of Director of Pricing Analytics within the division, worked directly with Holt to execute pricing decisions. Chu maintained and distributed the published price lists and was responsible for the analytical work underlying pricing recommendations. Eriksen stated that pricing directives flowed from Holt through Chu to the regional sales managers.

Eriksen acknowledged that Holt set the pricing parameters within which Eriksen and other regional sales managers could negotiate with customers in their respective territories. Specifically, Eriksen stated that regional sales managers were authorized to offer customer-specific discounts of up to approximately 5% off the published list price without obtaining additional approval. Any discount exceeding that threshold required Holt's written approval, which was typically communicated via email. Eriksen stated that he sought and obtained such approval from Holt on numerous occasions during the relevant period, estimating that perhaps 15-20% of his customer transactions required Holt's pricing approval.

3.3 Knowledge of TMC's Antitrust Compliance Program

Eriksen was questioned about his awareness of and participation in TMC's antitrust compliance program. TMC adopted a formal antitrust compliance policy in approximately 2014, and the company conducted periodic antitrust compliance training sessions for certain categories of employees, including sales personnel and individuals who attended trade-association events.

Eriksen stated that he recalled attending an antitrust compliance training session when he first joined TMC in approximately 2012. He described this training as a general overview of antitrust law, including prohibitions on price-fixing, market allocation, and other horizontal agreements among competitors. Eriksen stated he also recalled possibly attending one additional antitrust compliance training session around 2016 or 2017, though he was uncertain about the precise year.

Eriksen could not recall attending any antitrust compliance training after approximately 2018. He acknowledged that this was the last year in which TMC conducted annual antitrust training for U.S. Specialty Minerals Division personnel, as the program appears to have lapsed before the investigation commenced. Eriksen stated that he did not recall receiving any reminders, refresher materials, or updated compliance guidance during the period from 2019 through 2021.

When asked about the substance of TMC's antitrust compliance policy, Eriksen stated that he was "vaguely aware" that the company had a written policy but could not describe its specific requirements or restrictions. He could not recall whether the policy addressed specific topics such as permissible and impermissible communications at trade-association events, the exchange of pricing or customer information with competitors, or the documentation of competitor contacts. He stated: "I know there was something about not talking to competitors about prices, but I couldn't tell you exactly what it said or where to find it."

Eriksen further stated that he had never been audited, surveyed, or otherwise asked to report on his interactions with competitor personnel at NASMC conferences or any other trade-association event. He was not aware of any internal monitoring program at TMC designed to track or review employee contacts with competitors. He stated that no one from TMC's legal department or compliance function ever contacted him to discuss his conference attendance or his interactions with individuals from competing companies.

4. NASMC Conference Attendance

4.1 Overview of Eriksen's NASMC Involvement

Eriksen confirmed that he was a regular attendee of quarterly conferences organized by the North American Specialty Minerals Council ("NASMC"), a trade association headquartered at 2300 Wilson Boulevard, Suite 400, Arlington, Virginia 22201. NASMC is the principal trade association serving companies engaged in the extraction, processing, and distribution of specialty minerals in North America, including high-purity feldspar, industrial talc, rare-earth concentrates, and related products.

Eriksen estimated that he attended approximately 10 to 12 NASMC conferences in total between approximately 2015 and 2021. He stated that his attendance was not entirely consistent from year to year, as scheduling conflicts, budget constraints, and other factors occasionally prevented him from attending particular quarterly events. However, he confirmed that attending NASMC conferences was considered part of his professional responsibilities at TMC and that his attendance was approved and funded by the company.

The Calderwood & Harkness investigation team has identified four NASMC conferences during the Alleged Conspiracy Period (January 2017 through August 2021) at which Eriksen was present and at which the DOJ suspects that coordination among competing producers occurred. These four conferences are as follows:

1. NASMC Q2 2017 Conference — Arlington, Virginia (approximate dates: mid-June 2017)

2. NASMC Q4 2018 Conference — Scottsdale, Arizona (approximate dates: late November / early December 2018)

3. NASMC Q1 2020 Conference — Orlando, Florida (approximate dates: mid-February 2020)

4. NASMC Q3 2021 Conference — Arlington, Virginia (approximate dates: mid-July 2021)

During the interview, Eriksen was shown conference registration records and TMC expense-report records confirming his attendance at each of these four conferences. The relevant documents were identified by the following Bates numbers:

• TMC-PROD-0047823 (NASMC registration confirmation and TMC expense report, Q2 2017 conference)

• TMC-PROD-0089214 (NASMC registration confirmation and TMC expense report, Q4 2018 conference)

• TMC-PROD-0132567 (NASMC registration confirmation and TMC expense report, Q1 2020 conference)

• TMC-PROD-0198431 (NASMC registration confirmation and TMC expense report, Q3 2021 conference)

Upon reviewing these documents, Eriksen confirmed that they accurately reflected his attendance at each of the four conferences. He did not dispute any of the dates, locations, or expense amounts reflected in the documents.

4.2 Description of Conference Activities (General)

Eriksen was asked to describe the typical structure and activities of NASMC quarterly conferences. He provided the following general description.

Eriksen stated that NASMC conferences were industry events typically lasting two to three days. The formal program included panel discussions on market trends and supply-demand dynamics in the specialty-minerals sector; presentations on regulatory developments, including environmental and mining-safety regulations; technical presentations on new extraction technologies, processing methods, and quality-control standards; and keynote addresses by industry leaders, government officials, or academic researchers. Eriksen recalled that certain conferences also included site visits to local mining operations or processing facilities, though he could not recall attending any such visits during the four conferences at issue.

In addition to the formal program, NASMC conferences typically featured several networking and social events, including welcome receptions, cocktail hours, group dinners, and informal breakfasts. Eriksen described these events as standard industry networking functions at which attendees from across the specialty-minerals sector — including producers, distributors, customers, equipment suppliers, consultants, and trade-press representatives — mingled and socialized.

Eriksen stated that his primary purposes in attending NASMC conferences were threefold: first, to network with existing and prospective customers of TMC's U.S. Specialty Minerals Division; second, to learn about market developments, emerging trends, and new technologies relevant to his sales territory; and third, to represent TMC at industry panels and working sessions. Eriksen stated that he typically attended most of the formal program sessions and all of the networking receptions, viewing both as important to his professional development and his sales function.

Eriksen readily acknowledged that employees of competitor companies — including Ridgecrest Minerals Inc. and Pinnacle Earth Resources Ltd. — were routinely present at NASMC conferences. He stated that this was unsurprising, as NASMC is the dominant trade association in the specialty-minerals sector and its conferences attract representatives from all major producers. Eriksen stated that the presence of competitor personnel at the same events was simply a normal feature of the industry.

4.3 Interactions with Competitor Personnel at NASMC Conferences

Eriksen was questioned in detail about his interactions at NASMC conferences with two individuals who have been identified as key subjects of the DOJ investigation: Carl Edgerton, Vice President of Sales at Ridgecrest Minerals Inc., and Kevin Tsang, former Senior Vice President of Commercial Operations at Pinnacle Earth Resources Ltd.

4.3.1 Interactions with Carl Edgerton (Ridgecrest Minerals Inc.). Eriksen stated that he knew Carl Edgerton by name and by sight from industry events. He described Edgerton as a prominent figure in the specialty-minerals sales community who was well-known among NASMC conference attendees. Eriksen estimated that he had exchanged pleasantries with Edgerton on multiple occasions at NASMC conferences over the years, perhaps on the order of five to eight brief interactions in total across all conferences he attended.

Eriksen characterized these interactions as casual and social in nature. He described them as consisting of brief conversations at networking receptions, exchanges during the question-and-answer segments of panel sessions, and small talk at cocktail events. Eriksen gave examples of the types of topics discussed: general industry conditions, the weather, travel, and occasionally surface-level remarks about market demand. He emphasized that these conversations were typically brief — lasting a few minutes at most — and took place in open, public settings with other conference attendees present.

Eriksen denied ever discussing pricing, customer allocations, bidding strategies, or any other competitively sensitive topics with Edgerton. When asked whether Edgerton had ever raised any of these subjects with him, Eriksen stated: "No, never. It was always just small talk. 'How's business,' that kind of thing, but never anything specific about prices or customers." Eriksen stated that he would have been uncomfortable if Edgerton had attempted to discuss such topics, though he acknowledged that he could not articulate precisely what he would have done in that situation, given the social setting of the conferences.

Eriksen was then asked about his observations of interactions between Gavin Holt and Carl Edgerton at NASMC conferences. This line of questioning yielded what the investigation team considers one of the most significant pieces of information from the interview.

Eriksen stated that he observed Holt speaking with Edgerton at NASMC conferences on at least two occasions. The first occasion was at the Q4 2018 NASMC conference in Scottsdale, Arizona, and the second was at the Q3 2021 NASMC conference in Arlington, Virginia. Eriksen said he was not privy to the content of those conversations and did not overhear any portion of what was discussed.

When asked about the Scottsdale interaction specifically, Eriksen provided additional detail. He recalled that at some point during the second evening of the Scottsdale conference — he estimated it was between approximately 8:00 p.m. and 9:00 p.m. — he observed Holt and Edgerton in conversation at a networking reception held in a ballroom at the conference hotel (which Eriksen recalled as the Ashford & Co., though he was not certain). Eriksen stated that he then observed Holt and Edgerton leave the reception together and walk in the direction of the hotel bar area, which was located in a separate part of the hotel lobby. Eriksen stated that he did not follow them, did not observe where they went after leaving the reception, and did not know what they discussed. When asked whether this struck him as unusual at the time, Eriksen stated: "I didn't think much of it. People go to the bar at conferences. I figured they were just going to get a drink." He added, however, that he could not recall any other specific instance in which he saw Holt leave a conference event with a competitor's representative.

Regarding the Arlington interaction in July 2021, Eriksen's recollection was less detailed. He stated that he saw Holt and Edgerton speaking in a hallway adjacent to the conference rooms at the Ashgrove Corporation hotel (the venue for the Q3 2021 conference). He described this as a brief observation — he walked past them in the hallway — and could not estimate how long their conversation lasted or what was discussed.

4.3.2 Interactions with Kevin Tsang (Pinnacle Earth Resources Ltd.). Eriksen stated that he knew Kevin Tsang less well than he knew Carl Edgerton. Eriksen estimated that he had met Tsang at perhaps two or three NASMC conferences and had exchanged pleasantries with him on a handful of occasions. He described Tsang as a senior Pinnacle executive — "higher up than I would normally interact with" — who tended to spend his time at conferences with other senior-level attendees and executives.

Eriksen stated that his interactions with Tsang were limited to brief introductions and superficial conversation. He described Tsang as "cordial but not particularly interested in talking to regional sales guys." Eriksen denied discussing pricing, customer allocations, bidding strategies, or any other competitively sensitive topics with Tsang at any time.

Eriksen was asked whether he observed Gavin Holt in any specific one-on-one conversations with Tsang at NASMC conferences. Eriksen stated that he did not recall any specific instance of observing Holt and Tsang in private or one-on-one conversation. However, he acknowledged that it was entirely possible that Holt and Tsang interacted at conferences, given the conference environment and the fact that both were senior-level industry figures. Eriksen stated: "I wouldn't be surprised if they talked, but I can't point to a specific time I saw them together."

4.4 "Side Meetings" at NASMC Conferences

Eriksen was asked whether he was aware of, was invited to, or attended any "side meetings," breakout sessions, or informal gatherings with competitor personnel that took place outside the formal NASMC conference program at any of the four conferences he attended during the Alleged Conspiracy Period.

Eriksen denied attending any such meetings. He stated: "I went to the conference sessions, I went to the receptions, and that was it. I didn't go to any separate meetings with competitors."

Eriksen was then asked whether he was aware of any such meetings occurring among other conference attendees. In response, Eriksen provided the following information, which the investigation team considers potentially significant. Eriksen stated that Holt occasionally told Eriksen — either in person at the conference or in advance of travel — that Holt had "meetings to attend" during conference downtimes, such as lunch breaks, mid-afternoon gaps in the program, or the period after formal sessions ended for the day. Eriksen stated that Holt did not specify whom he was meeting on these occasions. Eriksen assumed at the time that Holt was meeting with customers, prospective business partners, or other industry contacts, as such meetings would not have been unusual for someone in Holt's position.

When pressed on whether Holt ever identified any specific person or company in connection with these "meetings," Eriksen stated that Holt did not. Eriksen stated: "He would just say something like, 'I've got a meeting at two,' or 'I need to step out for a bit.' He didn't explain who it was with, and I didn't ask. It wasn't my place." Eriksen was unable to identify specific dates, times, or locations of any of Holt's side meetings, or to recall any other details about them.

Eriksen was asked whether, in hindsight and in light of the DOJ investigation, he had any concerns or suspicions about what Holt might have been doing during these unexplained meetings. Eriksen paused before responding and stated: "I honestly never thought about it until you asked me. It just seemed like normal conference stuff. But I understand why you're asking." He reiterated that he had no direct knowledge of the content or participants of any of Holt's meetings at NASMC conferences.

5. Knowledge of Pricing Practices and Competitor Communications

5.1 TMC's Internal Pricing Process

Eriksen was asked to describe, in detail, the internal process by which pricing for TMC's U.S. specialty-minerals products was determined and communicated during the Alleged Conspiracy Period.

Eriksen described a hierarchical pricing structure within the U.S. Specialty Minerals Division. At the top of this structure was Gavin Holt, who, in his capacity as VP of U.S. Specialty Minerals Sales, set the overall pricing strategy for all products sold by the division — including high-purity feldspar, industrial talc, and rare-earth concentrates. Holt determined the published price lists for each product category, making periodic adjustments based on what Eriksen understood to be market conditions, cost inputs, inventory levels, and demand forecasts.

Sandra Chu, Director of Pricing Analytics, worked directly with Holt to implement pricing decisions. Chu maintained the published price lists, ensured that they were distributed to the regional sales teams, and performed the analytical work underlying Holt's pricing recommendations. Eriksen described Chu as "the person who turned Gavin's decisions into the numbers we actually used." Eriksen stated that Chu distributed updated price lists via email to the regional sales managers, typically on a quarterly or semi-quarterly basis, and that she was available to answer questions about pricing calculations.

Regional sales managers such as Eriksen operated within the pricing parameters established by Holt and Chu. As noted above in Section 3.2, regional sales managers were authorized to offer customer-specific discounts of up to approximately 5% off the published list price. Discounts exceeding this threshold required Holt's written approval. Eriksen stated that when he needed to offer a larger discount to secure or retain a customer, he would email Holt with the proposed discount amount, the customer name, the product, and the justification. Holt would typically respond within one to two business days with an approval or denial. Eriksen recalled that Holt approved most of his discount requests, though on occasion Holt would counter with a smaller discount or decline the request altogether.

Eriksen stated that he received pricing directives from Holt periodically, usually via email, and that he did not question the basis for price changes. He explained: "When Gavin sent a new price list or said we were going up on feldspar by four percent, I didn't ask why. I assumed it was because of costs or supply or what the market would bear. That was his call, not mine." Eriksen stated that Holt did not routinely provide explanations for pricing decisions, and Eriksen did not view it as his role to seek such explanations.

Eriksen was asked whether he noticed price changes by TMC that coincided with or closely followed price changes announced by Ridgecrest, Pinnacle, or any other competitor. Eriksen stated that he did not track competitor pricing closely enough to have noticed any such pattern. He explained that he did not have access to competitors' published price lists and did not monitor competitors' pricing announcements systematically. He acknowledged that customers sometimes provided feedback referencing competitor pricing — for example, a customer might say, "Ridgecrest is offering a better price on talc" — but Eriksen stated that he treated such feedback as typical market dynamics and a normal part of the negotiation process. He would relay particularly noteworthy customer comments about competitor pricing to Holt, but he did not conduct any independent analysis of competitor pricing trends.

5.2 VaultChat and Encrypted Communications

The investigation team has identified VaultChat, an encrypted-messaging application, as a significant communications channel in the alleged conspiracy. DOJ has indicated that VaultChat messages among individuals at TMC, Ridgecrest, and Pinnacle are among the evidence supporting its investigation.

Eriksen was asked directly whether he had ever downloaded, installed, or used the VaultChat encrypted-messaging application on any device — whether a personal device, a company-issued device, or any other device.

Eriksen stated that he had never used VaultChat. He stated that he was not aware of the application's existence until it was referenced in the litigation hold notice issued by TMC's General Counsel on March 1, 2022. He stated that no one — neither Holt nor any other TMC employee, and no competitor personnel — had ever asked him to download VaultChat, invited him to participate in a VaultChat conversation, or referenced VaultChat in any communication with him.

Eriksen confirmed that he had not been invited to or included in any group chats, messaging threads, or other communications involving competitor personnel on VaultChat or any other messaging platform, encrypted or otherwise. He stated that his work-related communications were conducted exclusively through TMC's corporate email system, TMC's corporate telephone system, and occasional in-person meetings.

The investigation team notes that Eriksen's statements regarding VaultChat are consistent with the findings of the document review conducted to date. Among the approximately 487,000 documents produced by TMC under the first grand jury subpoena (GJ-22-0194-SD-003), no VaultChat messages involving Eriksen have been identified. The VaultChat analysis is ongoing, with a comprehensive analysis memorandum anticipated by approximately September 15, 2022.

5.3 Knowledge of Alleged Conspiracy

Eriksen was asked a series of direct questions regarding his knowledge of the alleged anticompetitive conduct that is the subject of the DOJ investigation.

First, Eriksen was asked directly whether he had any knowledge, direct or indirect, of any agreement, understanding, arrangement, or coordination between TMC and any competitor regarding: (a) the pricing of high-purity feldspar, industrial talc, or rare-earth concentrates; (b) the allocation of customers, territories, or market segments among competitors; or (c) the rigging of bids for supply contracts or procurement opportunities.

Eriksen stated unequivocally: "No. I had no knowledge of anything like that. Nothing."

Second, Eriksen was asked whether Gavin Holt or anyone else at TMC — including Sandra Chu, any other member of divisional management, or any other TMC employee — ever told him, suggested to him, or implied to him that TMC was coordinating pricing, customer allocations, or any other aspect of competitive activity with Ridgecrest, Pinnacle, or any other company.

Eriksen stated: "No. Gavin never said anything about coordinating with competitors. He would just send down price changes and that was it. Sandra was the same — she just sent the price lists. Nobody ever said anything to me about working with Ridgecrest or Pinnacle or anybody else."

Third, Eriksen was asked whether he ever had any concerns, suspicions, or questions about the basis for pricing decisions made by Holt. Eriksen stated that he did not. He explained that he viewed Holt as possessing deep market knowledge and significant industry experience, and he assumed that price changes reflected legitimate supply-demand dynamics, cost-structure considerations, and TMC's overall business strategy. He stated: "Gavin had been in the industry for a long time. I trusted that he knew what the market could support. I didn't have any reason to question his decisions."

Eriksen was asked whether, in light of the DOJ investigation and the information that has become available since March 2022, he had reconsidered any of Holt's pricing decisions or any events from the 2017-2021 period that he now viewed differently. Eriksen stated that he had not identified anything specific that troubled him. He acknowledged, however, that he was not in a position to evaluate whether Holt's pricing decisions were based on legitimate competitive intelligence or on improper coordination, because he simply did not have visibility into the inputs Holt used.

6. Post-Holt Departure Observations

Eriksen was asked about the circumstances surrounding Gavin Holt's departure from TMC, which was effective September 30, 2021. This departure is of particular significance because it occurred approximately two weeks after the date — approximately September 15, 2021 — on which Cascade Chemical Supply Co. is understood to have entered a cooperation agreement with the DOJ Antitrust Division.

Eriksen stated that Holt's resignation was somewhat sudden and that it was not widely anticipated within the U.S. Specialty Minerals Division. Eriksen recalled that the division received notification of Holt's departure approximately one to two weeks before his last day. The notification came from divisional management or human resources — Eriksen was not certain of the source — and stated that Holt was leaving the company for "personal reasons." Eriksen stated that no further explanation was provided and that Holt did not personally communicate the reasons for his departure to Eriksen or, to Eriksen's knowledge, to other members of the regional sales team.

Eriksen stated that he found the abruptness of Holt's departure somewhat surprising, given Holt's seniority and the fact that there was no apparent successor identified at the time. However, Eriksen stated that he did not draw any conclusions from the timing. He was not aware of any connection between Holt's departure and the DOJ investigation. Eriksen stated: "I just figured it was personal stuff. People leave jobs. It didn't occur to me that it was related to anything like this."

Eriksen was specifically asked whether he was aware that Cascade Chemical Supply Co. had entered a cooperation agreement with the DOJ at approximately the time of Holt's departure. Eriksen stated that he was not aware of Cascade's cooperation agreement until the litigation hold notice was issued on March 1, 2022, which was the first time he learned of the DOJ investigation.

Following Holt's departure, Eriksen stated that pricing authority for the U.S. Specialty Minerals Division was temporarily assumed by divisional management, with Patricia Torres serving as the interim divisional lead. Eriksen stated that he noticed no immediate or dramatic change in TMC's pricing approach in the weeks and months following Holt's resignation. He stated that the existing price lists remained in effect and that pricing adjustments continued to be made through the established process, albeit with Torres and Chu handling the approvals that had previously been Holt's responsibility.

7. Awareness of Cascade Chemical Supply Co.

Eriksen was asked about his familiarity with Cascade Chemical Supply Co. ("Cascade"), a downstream distributor and processor of specialty minerals based in Spokane, Washington. Cascade is significant to the investigation because it is the cooperating entity that entered into a cooperation agreement with the DOJ Antitrust Division on or about September 15, 2021, and its cooperation is understood to have been a catalyzing factor in the grand jury investigation.

Eriksen stated that he knew Cascade as a customer of TMC's U.S. Specialty Minerals Division. He described Cascade as a regional distributor and processor that purchased industrial talc and feldspar from TMC for resale and further processing. Eriksen stated that Cascade was a relatively significant account within his Western Region territory, given Cascade's presence in the Pacific Northwest market.

Eriksen said he had had some dealings with Cascade on Western Region customer accounts over the years, including participation in contract negotiations and occasional site visits. However, Eriksen stated that he did not interact personally with Leonard Massey, Cascade's president, who is understood to be a key cooperating witness for the DOJ. Eriksen explained that his primary contact at Cascade was a purchasing manager — whose name Eriksen recalled as "something like Dan or Dave" — and that Massey, as president, was typically involved only in higher-level contract discussions that were handled by Holt or other divisional leadership.

Eriksen stated that he was not aware of Cascade's cooperation agreement with the DOJ until the litigation hold notice was issued on March 1, 2022. He stated that he was not aware of any disputes, concerns, or unusual communications between TMC and Cascade during the period leading up to Cascade's cooperation agreement or Holt's departure. Eriksen stated: "As far as I knew, Cascade was just a normal customer. I had no idea they were cooperating with the government."

8. Document Preservation and Litigation Hold Compliance

Eriksen was asked about his compliance with TMC's document-preservation obligations in connection with the DOJ investigation.

Eriksen confirmed that he received the litigation hold notice dated March 1, 2022. He stated that he received both the company-wide notice, which was distributed to all TMC employees, and the targeted notice that was directed specifically to personnel within the U.S. Specialty Minerals Division. Eriksen stated that he reviewed both notices at the time he received them and understood the obligations they imposed.

Eriksen stated that upon receiving the litigation hold notice, he took steps to preserve his email, electronic files, and physical documents as instructed. He stated that he ceased any routine deletion of emails and ensured that his electronic files were maintained in their existing locations on TMC's corporate systems. He stated that he had a limited number of physical documents — primarily printed copies of customer correspondence, price lists, and meeting notes — which he retained in his office files at the Reno location.

Eriksen stated that he does not use personal email accounts or personal electronic devices for work purposes. He stated that all of his work-related communications — including emails, calendar entries, and stored files — are maintained on TMC's corporate email system (Hollowell Systems) and on TMC's shared network drives. He does not maintain any work-related files on personal cloud-storage accounts, personal computers, or personal mobile devices. His company-issued mobile phone is a TMC device managed by the IT department.

Eriksen confirmed that he had not deleted, destroyed, altered, or removed any documents or data — whether electronic or physical — since receiving the litigation hold notice on March 1, 2022. He stated that he understood the importance of preserving all potentially relevant materials and that he had complied fully with the instructions set forth in the hold notices.

9. Assessment and Observations

The following section sets forth the interviewing team's preliminary assessment of Eriksen's credibility, potential exposure, and suitability as a cooperating fact witness, as well as recommended follow-up items. The observations and conclusions contained in this section reflect the mental impressions and legal opinions of counsel and are entitled to heightened work-product protection.

9.1 Credibility Assessment

Eriksen appeared cooperative and forthcoming throughout the approximately three-hour interview. He did not appear evasive, reluctant, or defensive in responding to questions, including direct questions regarding his knowledge of the alleged conspiracy and his interactions with competitor personnel. He answered questions directly and did not offer overly rehearsed or legalistic responses. His demeanor was calm and professional, and he did not exhibit signs of discomfort or deception during the more sensitive lines of questioning.

Eriksen's denials of knowledge regarding any pricing agreements, customer-allocation arrangements, or bid-rigging schemes were consistent, unqualified, and unambiguous throughout the interview. He did not equivocate, hedge, or offer conditional denials. When asked the same or similar questions from different angles or in different formulations — a deliberate technique employed during the interview — Eriksen provided consistent responses without contradiction.

Eriksen's description of TMC's internal pricing hierarchy, in which Holt served as the primary pricing authority, Chu executed Holt's decisions through published price lists, and regional sales managers operated within pre-approved discount thresholds, is consistent with accounts provided by other witnesses interviewed in connection with this investigation and with the documentary record assembled to date. The structural account rings true and is corroborated by the contemporaneous email correspondence and pricing records reviewed by the investigation team.

However, certain observations by Eriksen warrant additional scrutiny. In particular, Eriksen's observation of Holt and Edgerton leaving a networking reception together at the Q4 2018 Scottsdale conference and walking toward the hotel bar area is notable. While Eriksen did not characterize this event as suspicious, it is potentially significant in the context of the DOJ's theory that NASMC conferences served as venues for anticompetitive coordination. If the DOJ seeks to establish a conference-based coordination pattern, Eriksen's observation could serve as circumstantial evidence supporting that theory. Eriksen's testimony on this point would need to be carefully assessed in the context of other available evidence regarding the Scottsdale conference.

9.2 Ambiguity Regarding Direct Participation

The evidence of Eriksen's direct participation in any anticompetitive conduct remains ambiguous following this interview. On the one hand, Eriksen attended four NASMC conferences during the Alleged Conspiracy Period — conferences at which the DOJ suspects anticompetitive coordination occurred among competitor personnel. His presence at these events places him in geographic and temporal proximity to the alleged conduct, which the DOJ could, in theory, seek to explore.

On the other hand, there is no documentary evidence (VaultChat messages, emails, or otherwise) placing Eriksen in any improper communication with competitor personnel. The VaultChat analysis conducted to date has not identified any messages involving Eriksen, and the review of his corporate email has not revealed any communications that suggest awareness of or participation in anticompetitive conduct. His consistent denials during this interview, coupled with the absence of contradictory documentary evidence, weigh in favor of the conclusion that Eriksen was not a participant in the alleged conspiracy.

Eriksen's description of Holt having unexplained "meetings" during conference downtimes is relevant as circumstantial evidence suggesting that Holt engaged in activities at NASMC conferences that were not part of the formal program and the nature of which was not disclosed to his subordinates. However, this observation does not implicate Eriksen directly. Eriksen's inability to identify the participants in or content of Holt's meetings limits the probative value of this information as to Eriksen's own potential exposure.

Eriksen's lack of awareness of the VaultChat application is corroborated by the absence of any VaultChat messages involving him in the document set reviewed to date. The consistency between Eriksen's statements and the objective documentary record enhances the credibility of his account on this point.

9.3 Risk Assessment for DOJ Proffer

Based on the information gathered during this interview, and subject to the completion of the follow-up items described below, Eriksen appears to be a viable cooperating fact witness for a future voluntary proffer session with the DOJ Antitrust Division, contingent on further evaluation of the evidence and an assessment of TMC's overall cooperation strategy.

Eriksen's potential value as a proffer witness lies in several areas:

• His testimony could support the narrative that the alleged anticompetitive conduct, if it occurred, was confined to the executive level — specifically, to Holt and his counterparts at competitor companies — and did not extend to or involve the knowledge of more junior sales personnel such as regional sales managers.

• His description of TMC's internal pricing hierarchy, in which pricing decisions flowed from Holt through Chu to the regional sales teams, could help establish that Eriksen and other regional managers had no reason to suspect that Holt's pricing directives were based on anything other than legitimate competitive considerations.

• His observations of Holt and Edgerton at NASMC conferences, while circumstantial, could corroborate the DOJ's theory of conference-based coordination to the extent that TMC elects to cooperate with the investigation.

Risks: Eriksen's observed interactions with competitor personnel at NASMC events, while described by him as innocuous and limited to casual socializing, could be explored by the DOJ as potential evidence of broader awareness or participation. In a proffer or testimonial setting, the DOJ may press Eriksen on why he did not report Holt's interactions with Edgerton, why he did not inquire about Holt's unexplained "meetings," and whether his claimed lack of awareness of the alleged conspiracy is credible given his presence at four conferences during the relevant period. Witness preparation for any proffer session would need to address these areas carefully, and Eriksen would need to be thoroughly prepared for cross-examination on these points.

Additionally, the investigation team notes that if Eriksen is presented as a proffer witness, the DOJ may seek to interview him independently, outside the presence of TMC's counsel. If that occurs, Eriksen would need to be advised of his right to retain personal counsel, and the firm would need to carefully consider the Upjohn implications of facilitating such an interview.

9.4 Follow-Up Items

The following follow-up items have been identified based on the Eriksen interview:

1. Cross-Reference Conference Attendance with VaultChat Timestamps. Cross-reference Eriksen's confirmed attendance at the four identified NASMC conferences with the timestamps of VaultChat messages exchanged between Holt and Edgerton, Holt and Tsang, or among any other combination of TMC and competitor personnel. The purpose of this cross-reference is to determine whether any VaultChat communications occurred on specific dates and times when Eriksen was present at the same NASMC conference, which could bear on whether Eriksen had proximity to real-time coordination activity. This analysis should be prioritized as part of the VaultChat review currently being conducted by Redstone Digital Forensics Inc.

2. Review Eriksen's Email for Conference-Adjacent Periods. Conduct a targeted review of Eriksen's corporate email account for the periods immediately before, during, and after each of the four identified NASMC conferences. The review should focus on any communications referencing competitor contacts, pricing discussions, Holt's activities or schedule at conferences, or any post-conference pricing directives that may correlate with alleged coordination activity.

3. Re-Interview After VaultChat Analysis. Consider whether Eriksen should be re-interviewed after the comprehensive VaultChat message analysis — currently in progress and anticipated to be completed by approximately September 15, 2022 — is finalized. If the VaultChat analysis reveals any messages that reference Eriksen by name, or that describe events at which Eriksen was present, a follow-up interview would be warranted to explore those topics.

4. Proffer Suitability Evaluation. Evaluate Eriksen's suitability for a voluntary proffer session with the DOJ in the context of TMC's overall cooperation strategy. This evaluation should take into account the results of the follow-up items described above, the DOJ's current posture regarding TMC's cooperation, and the strategic considerations associated with offering Eriksen as a cooperating fact witness. This evaluation should be discussed with the responsible partner and with TMC's General Counsel, Priya Anand, before any decision is made.

10. Privilege and Confidentiality Reminder

This memorandum is protected by the attorney-client privilege and the work-product doctrine. It was prepared at the direction of Elaine Forsythe, Responsible Partner, Antitrust & Competition Practice Group, Calderwood & Harkness LLP, in connection with the firm's representation of Torchlight Mining Corp. in Matter No. 1039-00001 (DOJ Antitrust Division Grand Jury Investigation, Grand Jury No. GJ-22-0194, N.D. Cal.).

Distribution of this memorandum is strictly limited to the Calderwood & Harkness legal team assigned to this matter and to authorized representatives of Torchlight Mining Corp. who have been designated by the responsible partner as having a need-to-know basis for access to privileged investigation materials.

Any disclosure of this memorandum, or of the information contained herein, to any third party — including the Department of Justice, any other governmental authority, co-defendants, or any other person or entity outside the legal team — requires the prior written approval of the responsible partner, Elaine Forsythe, in consultation with TMC's General Counsel, Priya Anand. Inadvertent disclosure of this memorandum does not constitute a waiver of any applicable privilege or protection, and any recipient of an inadvertent disclosure is requested to return the memorandum immediately and to refrain from reviewing, copying, or distributing its contents.

Prepared by: Aaron Liu, Lead Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP

Reviewed by: Monica Reyes, Working Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP (present at interview; reviewed for accuracy)

Distribution: Elaine Forsythe (Responsible Partner); Howard Bellamy (Billing Partner); internal matter file (1039-00001)

CALDERWOOD & HARKNESS LLP

By: ________

Name: Aaron Liu

Title: Lead Associate, Antitrust & Competition Practice Group

Date: ________

Reviewed and Approved:

By: ________

Name: Elaine Forsythe

Title: Responsible Partner, Antitrust & Competition Practice Group

Date: ________

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 555 California Street, 40th Floor San Francisco, CA 94104
MEMORANDUM
TO: Elaine Forsythe, Responsible Partner, Antitrust & Competition Practice Group
FROM: Aaron Liu, Lead Associate, Antitrust & Competition Practice Group
DATE: July 22, 2022
RE: Witness Interview Memorandum — Thomas Eriksen, Regional Sales Manager (Western Region), U.S. Specialty Minerals Division, Torchlight Mining Corp.
MATTER: Torchlight Mining Corp. — DOJ Antitrust Division Grand Jury Investigation (Grand Jury No. GJ-22-0194, N.D. Cal.)
MATTER NO.: 1039-00001
PRIVILEGE LEGEND: This memorandum is a privileged and confidential communication prepared by counsel at Calderwood & Harkness LLP at the direction of the responsible partner in connection with the firm's representation of Torchlight Mining Corp. in the above-referenced matter. It constitutes attorney work product and is protected by the attorney-client privilege. The mental impressions, conclusions, opinions, and legal theories of counsel contained herein are entitled to heightened protection under the work-product doctrine. This memorandum should not be disclosed to any person outside the legal team without the prior written approval of the responsible partner. Inadvertent disclosure of this memorandum does not constitute a waiver of any applicable privilege or protection.
1. Executive Summary
Thomas Eriksen, Regional Sales Manager (Western Region) of the U.S. Specialty Minerals Division of Torchlight Mining Corp. ("TMC" or the "Company"), was interviewed on July 22, 2022, at Calderwood & Harkness's San Francisco office located at 555 California Street, 40th Floor. The interview was conducted by Aaron Liu (Lead Associate) and Monica Reyes (Working Associate) of Calderwood & Harkness LLP.
Eriksen is a current TMC employee and was identified as a person of interest to the Department of Justice Antitrust Division's ongoing grand jury investigation into suspected price-fixing, market allocation, and bid-rigging in the North American specialty-minerals sector, with a particular focus on high-purity feldspar, industrial talc, and rare-earth concentrates. The investigation, proceeding before a federal grand jury in the Northern District of California under Grand Jury No. GJ-22-0194, is examining alleged anticompetitive conduct occurring during an approximately four-and-a-half-year period from January 2017 through August 2021 (the "Alleged Conspiracy Period").
Eriksen was identified as a witness of potential relevance because he attended four North American Specialty Minerals Council ("NASMC") quarterly conferences during the Alleged Conspiracy Period at which DOJ suspects that coordination among competing producers occurred. NASMC conferences have been identified by the Antitrust Division as a primary venue at which competitor personnel allegedly met to discuss and agree upon pricing, customer-allocation arrangements, and bid-rigging schemes.
During the interview, Eriksen denied having any knowledge of any pricing agreements, market-allocation arrangements, or bid-rigging schemes involving TMC, Ridgecrest Minerals Inc. ("Ridgecrest"), Pinnacle Earth Resources Ltd. ("Pinnacle"), or any other competitor. Eriksen stated that he was not involved in, and was not aware of, any coordination of competitive activity between TMC and any other market participant in the specialty-minerals sector. He described his interactions with competitor personnel at NASMC conferences as casual, social, and limited to routine industry networking.
Eriksen's account is largely consistent with a peripheral role in the matters under investigation. He presented as a regional-level sales employee who operated within pricing parameters established by his superiors and who had limited visibility into the strategic or executive-level decisions that are the apparent focus of the DOJ's inquiry. However, certain aspects of his descriptions of interactions at industry conferences — specifically, his observation that his direct supervisor, Gavin Holt (then VP of U.S. Specialty Minerals Sales), was seen departing a networking reception with Carl Edgerton (VP of Sales, Ridgecrest) at the Q4 2018 NASMC conference in Scottsdale, Arizona, and Holt's references to unspecified "meetings" during conference downtimes — warrant further analysis and corroboration. These observations, while not implicating Eriksen in any improper conduct, may be relevant to the broader investigation and to the development of TMC's cooperation strategy.
This memorandum sets forth the substance of the interview in detail, together with the interviewing team's preliminary assessment of Eriksen's credibility, potential exposure, and suitability as a cooperating fact witness.
2. Interview Logistics
2.1 Date, Time, and Location
The interview of Thomas Eriksen took place on Friday, July 22, 2022, commencing at approximately 9:30 a.m. Pacific Daylight Time and concluding at approximately 12:45 p.m. Pacific Daylight Time, for a total duration of approximately three hours and fifteen minutes. A single break of approximately fifteen minutes was taken at approximately 11:00 a.m. The interview was conducted in Conference Room 40-B on the 40th floor of Calderwood & Harkness LLP's San Francisco office, located at 555 California Street, San Francisco, California 94104.
2.2 Attendees.  The following individuals were present for the interview:
•  Thomas Eriksen — Witness. Current employee of Torchlight Mining (U.S.) Inc., holding the title of Regional Sales Manager, Western Region, U.S. Specialty Minerals Division.
•  Aaron Liu — Lead Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP. Mr. Liu served as the primary questioner throughout the interview.
•  Monica Reyes — Working Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP. Ms. Reyes served as the secondary interviewer and contemporaneous note-taker. Ms. Reyes also posed follow-up questions on certain topics.
No personal counsel was present for Eriksen. As described below in Section 2.3, Eriksen was advised at the outset of the interview that Calderwood & Harkness represents Torchlight Mining Corp. and does not represent Eriksen individually. Eriksen acknowledged that he understood this distinction and affirmatively stated that he did not wish to retain separate personal counsel at that time and elected to proceed with the interview.
No recording devices were used during the interview. Ms. Reyes took contemporaneous handwritten notes, which were subsequently used to prepare this memorandum. Those notes are maintained as attorney work product in the matter file.
2.3 Upjohn Warnings / Corporate Miranda
At the commencement of the interview, prior to any substantive questioning, Aaron Liu administered Upjohn warnings to Eriksen in accordance with the firm's standard protocol for witness interviews in internal investigations. Mr. Liu explained the following to Eriksen clearly and deliberately:
1.  Calderwood & Harkness LLP represents Torchlight Mining Corp., the corporate entity. Calderwood & Harkness does not represent Eriksen in his individual capacity and is not acting as his personal attorney.
2.  The purpose of the interview is to gather facts relevant to Calderwood & Harkness's internal investigation, which has been initiated in connection with the DOJ Antitrust Division's grand jury investigation concerning the North American specialty-minerals sector.
3.  The attorney-client privilege that attaches to the communications in this interview belongs to Torchlight Mining Corp., the corporate client, and not to Eriksen personally. Eriksen cannot assert the privilege over the contents of this interview on his own behalf.
4.  Torchlight Mining Corp. may, in its sole discretion, choose to waive the attorney-client privilege and disclose the contents of this interview to third parties, including the DOJ, other governmental authorities, or any other party, without Eriksen's consent and without prior notice to Eriksen.
5.  Eriksen has the right to retain personal legal counsel at his own expense. If Eriksen chooses to retain personal counsel, the firm will work to accommodate that counsel's participation in future interviews.
6.  Eriksen's cooperation with this interview is expected as part of his obligations as a TMC employee, but the firm cannot compel Eriksen to make any statement that he believes may tend to incriminate him.
Following the delivery of these warnings, Mr. Liu asked Eriksen to confirm that he understood each of the foregoing points. Eriksen confirmed verbally that he understood. Mr. Liu then asked whether Eriksen wished to retain personal counsel before proceeding. Eriksen stated: "No, I understand. I don't think I need a separate lawyer. I'm happy to cooperate." Eriksen agreed to proceed with the interview.
The Upjohn warnings were delivered at approximately 9:32 a.m., and substantive questioning commenced at approximately 9:37 a.m.
2.4 Document References
During the interview, Eriksen was shown certain documents for identification and discussion purposes. These documents had been produced or identified in connection with Calderwood & Harkness's review of materials collected by Redstone Digital Forensics Inc. from TMC's corporate information systems pursuant to Grand Jury Subpoena No. GJ-22-0194-SD-003. Specific Bates-stamped documents referenced during the interview are identified in the body of this memorandum where applicable.
The documents shown to Eriksen included NASMC conference registration records, TMC expense-report submissions, and selected email correspondence. Eriksen was permitted to review each document before being questioned about it. The documents were not left with Eriksen and were returned to the matter file at the conclusion of the interview.
3. Witness Background
3.1 Personal and Professional Background
At the outset of the substantive portion of the interview, Eriksen was asked to provide background information about his employment history and current role at TMC. Eriksen provided the following information:
Full Name: Thomas Eriksen
Current Title: Regional Sales Manager, Western Region, U.S. Specialty Minerals Division, Torchlight Mining Corp.
Employer: Torchlight Mining (U.S.) Inc., a wholly owned U.S. subsidiary of Torchlight Mining Corp. The principal office of Torchlight Mining (U.S.) Inc. is located at 8750 West Sahara Avenue, Suite 210, Reno, Nevada 89117. Eriksen stated that he works primarily out of the Reno office, though he travels frequently throughout his territory.
Eriksen stated that he has been employed by TMC's U.S. operations continuously since approximately 2012. He initially joined the company in a junior sales role within the U.S. Specialty Minerals Division and was promoted to the position of Regional Sales Manager (Western Region) in approximately 2015. In that capacity, Eriksen is responsible for managing customer relationships and sales of TMC's specialty-minerals products — specifically high-purity feldspar, industrial talc, and rare-earth concentrates — to customers located in the western United States. His territory encompasses customers in California, Oregon, Washington, Nevada, Arizona, Utah, and Colorado.
Eriksen described his day-to-day responsibilities as including prospecting for new customers, managing existing customer accounts, negotiating pricing and contract terms (within parameters set by divisional leadership), attending industry conferences and trade shows, and reporting on market conditions and competitive developments to his supervisors. He estimated that his Western Region territory accounted for approximately 30-35% of TMC's total U.S. specialty-minerals sales volume during the relevant period.
Reporting Structure: Throughout the Alleged Conspiracy Period (approximately January 2017 through August 2021), Eriksen reported to Gavin Holt, who held the title of Vice President of U.S. Specialty Minerals Sales. Holt's departure from TMC was effective September 30, 2021, as discussed further in Section 6 below. Since Holt's departure, Eriksen has reported to an interim divisional lead whose name Eriksen identified as Patricia Torres, Senior Director of Operations, U.S. Specialty Minerals Division. Eriksen stated that the VP of U.S. Specialty Minerals Sales position has not been permanently filled as of the date of this interview.
3.2 Relationship to Gavin Holt
Given Gavin Holt's apparent centrality to the DOJ's investigation, Eriksen was questioned at length about his relationship with Holt.
Eriksen described Holt as his direct supervisor from approximately 2016 (when Holt assumed the VP role) through Holt's resignation effective September 30, 2021. Eriksen stated that he interacted with Holt on a regular basis throughout that period. Their communications included weekly phone calls, typically on Monday mornings, during which Holt would discuss sales targets, customer updates, and pricing matters. In addition, Eriksen met with Holt in person periodically at the Reno office, estimating such meetings occurred approximately once per month, and more frequently during budget-planning and quarterly-review periods.
Eriksen characterized his relationship with Holt as professional and businesslike. He stated that he and Holt did not socialize outside of the work context. They did not share personal meals apart from working lunches, and they did not maintain a personal friendship. Eriksen described Holt as "a very focused, numbers-driven manager" who was "not particularly social" but was "respected within the division for his market knowledge."
With respect to Holt's role in pricing, Eriksen described Holt as the primary authority on pricing strategy for the U.S. Specialty Minerals Division. Eriksen explained that Holt determined overall pricing strategy, established published price lists for each product category, and approved any significant pricing changes. Sandra Chu, who held the title of Director of Pricing Analytics within the division, worked directly with Holt to execute pricing decisions. Chu maintained and distributed the published price lists and was responsible for the analytical work underlying pricing recommendations. Eriksen stated that pricing directives flowed from Holt through Chu to the regional sales managers.
Eriksen acknowledged that Holt set the pricing parameters within which Eriksen and other regional sales managers could negotiate with customers in their respective territories. Specifically, Eriksen stated that regional sales managers were authorized to offer customer-specific discounts of up to approximately 5% off the published list price without obtaining additional approval. Any discount exceeding that threshold required Holt's written approval, which was typically communicated via email. Eriksen stated that he sought and obtained such approval from Holt on numerous occasions during the relevant period, estimating that perhaps 15-20% of his customer transactions required Holt's pricing approval.
3.3 Knowledge of TMC's Antitrust Compliance Program
Eriksen was questioned about his awareness of and participation in TMC's antitrust compliance program. TMC adopted a formal antitrust compliance policy in approximately 2014, and the company conducted periodic antitrust compliance training sessions for certain categories of employees, including sales personnel and individuals who attended trade-association events.
Eriksen stated that he recalled attending an antitrust compliance training session when he first joined TMC in approximately 2012. He described this training as a general overview of antitrust law, including prohibitions on price-fixing, market allocation, and other horizontal agreements among competitors. Eriksen stated he also recalled possibly attending one additional antitrust compliance training session around 2016 or 2017, though he was uncertain about the precise year.
Eriksen could not recall attending any antitrust compliance training after approximately 2018. He acknowledged that this was the last year in which TMC conducted annual antitrust training for U.S. Specialty Minerals Division personnel, as the program appears to have lapsed before the investigation commenced. Eriksen stated that he did not recall receiving any reminders, refresher materials, or updated compliance guidance during the period from 2019 through 2021.
When asked about the substance of TMC's antitrust compliance policy, Eriksen stated that he was "vaguely aware" that the company had a written policy but could not describe its specific requirements or restrictions. He could not recall whether the policy addressed specific topics such as permissible and impermissible communications at trade-association events, the exchange of pricing or customer information with competitors, or the documentation of competitor contacts. He stated: "I know there was something about not talking to competitors about prices, but I couldn't tell you exactly what it said or where to find it."
Eriksen further stated that he had never been audited, surveyed, or otherwise asked to report on his interactions with competitor personnel at NASMC conferences or any other trade-association event. He was not aware of any internal monitoring program at TMC designed to track or review employee contacts with competitors. He stated that no one from TMC's legal department or compliance function ever contacted him to discuss his conference attendance or his interactions with individuals from competing companies.
4. NASMC Conference Attendance
4.1 Overview of Eriksen's NASMC Involvement
Eriksen confirmed that he was a regular attendee of quarterly conferences organized by the North American Specialty Minerals Council ("NASMC"), a trade association headquartered at 2300 Wilson Boulevard, Suite 400, Arlington, Virginia 22201. NASMC is the principal trade association serving companies engaged in the extraction, processing, and distribution of specialty minerals in North America, including high-purity feldspar, industrial talc, rare-earth concentrates, and related products.
Eriksen estimated that he attended approximately 10 to 12 NASMC conferences in total between approximately 2015 and 2021. He stated that his attendance was not entirely consistent from year to year, as scheduling conflicts, budget constraints, and other factors occasionally prevented him from attending particular quarterly events. However, he confirmed that attending NASMC conferences was considered part of his professional responsibilities at TMC and that his attendance was approved and funded by the company.
The Calderwood & Harkness investigation team has identified four NASMC conferences during the Alleged Conspiracy Period (January 2017 through August 2021) at which Eriksen was present and at which the DOJ suspects that coordination among competing producers occurred. These four conferences are as follows:
1.  NASMC Q2 2017 Conference — Arlington, Virginia (approximate dates: mid-June 2017)
2.  NASMC Q4 2018 Conference — Scottsdale, Arizona (approximate dates: late November / early December 2018)
3.  NASMC Q1 2020 Conference — Orlando, Florida (approximate dates: mid-February 2020)
4.  NASMC Q3 2021 Conference — Arlington, Virginia (approximate dates: mid-July 2021)
During the interview, Eriksen was shown conference registration records and TMC expense-report records confirming his attendance at each of these four conferences. The relevant documents were identified by the following Bates numbers:
•  TMC-PROD-0047823 (NASMC registration confirmation and TMC expense report, Q2 2017 conference)
•  TMC-PROD-0089214 (NASMC registration confirmation and TMC expense report, Q4 2018 conference)
•  TMC-PROD-0132567 (NASMC registration confirmation and TMC expense report, Q1 2020 conference)
•  TMC-PROD-0198431 (NASMC registration confirmation and TMC expense report, Q3 2021 conference)
Upon reviewing these documents, Eriksen confirmed that they accurately reflected his attendance at each of the four conferences. He did not dispute any of the dates, locations, or expense amounts reflected in the documents.
4.2 Description of Conference Activities (General)
Eriksen was asked to describe the typical structure and activities of NASMC quarterly conferences. He provided the following general description.
Eriksen stated that NASMC conferences were industry events typically lasting two to three days. The formal program included panel discussions on market trends and supply-demand dynamics in the specialty-minerals sector; presentations on regulatory developments, including environmental and mining-safety regulations; technical presentations on new extraction technologies, processing methods, and quality-control standards; and keynote addresses by industry leaders, government officials, or academic researchers. Eriksen recalled that certain conferences also included site visits to local mining operations or processing facilities, though he could not recall attending any such visits during the four conferences at issue.
In addition to the formal program, NASMC conferences typically featured several networking and social events, including welcome receptions, cocktail hours, group dinners, and informal breakfasts. Eriksen described these events as standard industry networking functions at which attendees from across the specialty-minerals sector — including producers, distributors, customers, equipment suppliers, consultants, and trade-press representatives — mingled and socialized.
Eriksen stated that his primary purposes in attending NASMC conferences were threefold: first, to network with existing and prospective customers of TMC's U.S. Specialty Minerals Division; second, to learn about market developments, emerging trends, and new technologies relevant to his sales territory; and third, to represent TMC at industry panels and working sessions. Eriksen stated that he typically attended most of the formal program sessions and all of the networking receptions, viewing both as important to his professional development and his sales function.
Eriksen readily acknowledged that employees of competitor companies — including Ridgecrest Minerals Inc. and Pinnacle Earth Resources Ltd. — were routinely present at NASMC conferences. He stated that this was unsurprising, as NASMC is the dominant trade association in the specialty-minerals sector and its conferences attract representatives from all major producers. Eriksen stated that the presence of competitor personnel at the same events was simply a normal feature of the industry.
4.3 Interactions with Competitor Personnel at NASMC Conferences
Eriksen was questioned in detail about his interactions at NASMC conferences with two individuals who have been identified as key subjects of the DOJ investigation: Carl Edgerton, Vice President of Sales at Ridgecrest Minerals Inc., and Kevin Tsang, former Senior Vice President of Commercial Operations at Pinnacle Earth Resources Ltd.
4.3.1 Interactions with Carl Edgerton (Ridgecrest Minerals Inc.).  Eriksen stated that he knew Carl Edgerton by name and by sight from industry events. He described Edgerton as a prominent figure in the specialty-minerals sales community who was well-known among NASMC conference attendees. Eriksen estimated that he had exchanged pleasantries with Edgerton on multiple occasions at NASMC conferences over the years, perhaps on the order of five to eight brief interactions in total across all conferences he attended.
Eriksen characterized these interactions as casual and social in nature. He described them as consisting of brief conversations at networking receptions, exchanges during the question-and-answer segments of panel sessions, and small talk at cocktail events. Eriksen gave examples of the types of topics discussed: general industry conditions, the weather, travel, and occasionally surface-level remarks about market demand. He emphasized that these conversations were typically brief — lasting a few minutes at most — and took place in open, public settings with other conference attendees present.
Eriksen denied ever discussing pricing, customer allocations, bidding strategies, or any other competitively sensitive topics with Edgerton. When asked whether Edgerton had ever raised any of these subjects with him, Eriksen stated: "No, never. It was always just small talk. 'How's business,' that kind of thing, but never anything specific about prices or customers." Eriksen stated that he would have been uncomfortable if Edgerton had attempted to discuss such topics, though he acknowledged that he could not articulate precisely what he would have done in that situation, given the social setting of the conferences.
Eriksen was then asked about his observations of interactions between Gavin Holt and Carl Edgerton at NASMC conferences. This line of questioning yielded what the investigation team considers one of the most significant pieces of information from the interview.
Eriksen stated that he observed Holt speaking with Edgerton at NASMC conferences on at least two occasions. The first occasion was at the Q4 2018 NASMC conference in Scottsdale, Arizona, and the second was at the Q3 2021 NASMC conference in Arlington, Virginia. Eriksen said he was not privy to the content of those conversations and did not overhear any portion of what was discussed.
When asked about the Scottsdale interaction specifically, Eriksen provided additional detail. He recalled that at some point during the second evening of the Scottsdale conference — he estimated it was between approximately 8:00 p.m. and 9:00 p.m. — he observed Holt and Edgerton in conversation at a networking reception held in a ballroom at the conference hotel (which Eriksen recalled as the Ashford & Co., though he was not certain). Eriksen stated that he then observed Holt and Edgerton leave the reception together and walk in the direction of the hotel bar area, which was located in a separate part of the hotel lobby. Eriksen stated that he did not follow them, did not observe where they went after leaving the reception, and did not know what they discussed. When asked whether this struck him as unusual at the time, Eriksen stated: "I didn't think much of it. People go to the bar at conferences. I figured they were just going to get a drink." He added, however, that he could not recall any other specific instance in which he saw Holt leave a conference event with a competitor's representative.
Regarding the Arlington interaction in July 2021, Eriksen's recollection was less detailed. He stated that he saw Holt and Edgerton speaking in a hallway adjacent to the conference rooms at the Ashgrove Corporation hotel (the venue for the Q3 2021 conference). He described this as a brief observation — he walked past them in the hallway — and could not estimate how long their conversation lasted or what was discussed.
4.3.2 Interactions with Kevin Tsang (Pinnacle Earth Resources Ltd.).  Eriksen stated that he knew Kevin Tsang less well than he knew Carl Edgerton. Eriksen estimated that he had met Tsang at perhaps two or three NASMC conferences and had exchanged pleasantries with him on a handful of occasions. He described Tsang as a senior Pinnacle executive — "higher up than I would normally interact with" — who tended to spend his time at conferences with other senior-level attendees and executives.
Eriksen stated that his interactions with Tsang were limited to brief introductions and superficial conversation. He described Tsang as "cordial but not particularly interested in talking to regional sales guys." Eriksen denied discussing pricing, customer allocations, bidding strategies, or any other competitively sensitive topics with Tsang at any time.
Eriksen was asked whether he observed Gavin Holt in any specific one-on-one conversations with Tsang at NASMC conferences. Eriksen stated that he did not recall any specific instance of observing Holt and Tsang in private or one-on-one conversation. However, he acknowledged that it was entirely possible that Holt and Tsang interacted at conferences, given the conference environment and the fact that both were senior-level industry figures. Eriksen stated: "I wouldn't be surprised if they talked, but I can't point to a specific time I saw them together."
4.4 "Side Meetings" at NASMC Conferences
Eriksen was asked whether he was aware of, was invited to, or attended any "side meetings," breakout sessions, or informal gatherings with competitor personnel that took place outside the formal NASMC conference program at any of the four conferences he attended during the Alleged Conspiracy Period.
Eriksen denied attending any such meetings. He stated: "I went to the conference sessions, I went to the receptions, and that was it. I didn't go to any separate meetings with competitors."
Eriksen was then asked whether he was aware of any such meetings occurring among other conference attendees. In response, Eriksen provided the following information, which the investigation team considers potentially significant. Eriksen stated that Holt occasionally told Eriksen — either in person at the conference or in advance of travel — that Holt had "meetings to attend" during conference downtimes, such as lunch breaks, mid-afternoon gaps in the program, or the period after formal sessions ended for the day. Eriksen stated that Holt did not specify whom he was meeting on these occasions. Eriksen assumed at the time that Holt was meeting with customers, prospective business partners, or other industry contacts, as such meetings would not have been unusual for someone in Holt's position.
When pressed on whether Holt ever identified any specific person or company in connection with these "meetings," Eriksen stated that Holt did not. Eriksen stated: "He would just say something like, 'I've got a meeting at two,' or 'I need to step out for a bit.' He didn't explain who it was with, and I didn't ask. It wasn't my place." Eriksen was unable to identify specific dates, times, or locations of any of Holt's side meetings, or to recall any other details about them.
Eriksen was asked whether, in hindsight and in light of the DOJ investigation, he had any concerns or suspicions about what Holt might have been doing during these unexplained meetings. Eriksen paused before responding and stated: "I honestly never thought about it until you asked me. It just seemed like normal conference stuff. But I understand why you're asking." He reiterated that he had no direct knowledge of the content or participants of any of Holt's meetings at NASMC conferences.
5. Knowledge of Pricing Practices and Competitor Communications
5.1 TMC's Internal Pricing Process
Eriksen was asked to describe, in detail, the internal process by which pricing for TMC's U.S. specialty-minerals products was determined and communicated during the Alleged Conspiracy Period.
Eriksen described a hierarchical pricing structure within the U.S. Specialty Minerals Division. At the top of this structure was Gavin Holt, who, in his capacity as VP of U.S. Specialty Minerals Sales, set the overall pricing strategy for all products sold by the division — including high-purity feldspar, industrial talc, and rare-earth concentrates. Holt determined the published price lists for each product category, making periodic adjustments based on what Eriksen understood to be market conditions, cost inputs, inventory levels, and demand forecasts.
Sandra Chu, Director of Pricing Analytics, worked directly with Holt to implement pricing decisions. Chu maintained the published price lists, ensured that they were distributed to the regional sales teams, and performed the analytical work underlying Holt's pricing recommendations. Eriksen described Chu as "the person who turned Gavin's decisions into the numbers we actually used." Eriksen stated that Chu distributed updated price lists via email to the regional sales managers, typically on a quarterly or semi-quarterly basis, and that she was available to answer questions about pricing calculations.
Regional sales managers such as Eriksen operated within the pricing parameters established by Holt and Chu. As noted above in Section 3.2, regional sales managers were authorized to offer customer-specific discounts of up to approximately 5% off the published list price. Discounts exceeding this threshold required Holt's written approval. Eriksen stated that when he needed to offer a larger discount to secure or retain a customer, he would email Holt with the proposed discount amount, the customer name, the product, and the justification. Holt would typically respond within one to two business days with an approval or denial. Eriksen recalled that Holt approved most of his discount requests, though on occasion Holt would counter with a smaller discount or decline the request altogether.
Eriksen stated that he received pricing directives from Holt periodically, usually via email, and that he did not question the basis for price changes. He explained: "When Gavin sent a new price list or said we were going up on feldspar by four percent, I didn't ask why. I assumed it was because of costs or supply or what the market would bear. That was his call, not mine." Eriksen stated that Holt did not routinely provide explanations for pricing decisions, and Eriksen did not view it as his role to seek such explanations.
Eriksen was asked whether he noticed price changes by TMC that coincided with or closely followed price changes announced by Ridgecrest, Pinnacle, or any other competitor. Eriksen stated that he did not track competitor pricing closely enough to have noticed any such pattern. He explained that he did not have access to competitors' published price lists and did not monitor competitors' pricing announcements systematically. He acknowledged that customers sometimes provided feedback referencing competitor pricing — for example, a customer might say, "Ridgecrest is offering a better price on talc" — but Eriksen stated that he treated such feedback as typical market dynamics and a normal part of the negotiation process. He would relay particularly noteworthy customer comments about competitor pricing to Holt, but he did not conduct any independent analysis of competitor pricing trends.
5.2 VaultChat and Encrypted Communications
The investigation team has identified VaultChat, an encrypted-messaging application, as a significant communications channel in the alleged conspiracy. DOJ has indicated that VaultChat messages among individuals at TMC, Ridgecrest, and Pinnacle are among the evidence supporting its investigation.
Eriksen was asked directly whether he had ever downloaded, installed, or used the VaultChat encrypted-messaging application on any device — whether a personal device, a company-issued device, or any other device.
Eriksen stated that he had never used VaultChat. He stated that he was not aware of the application's existence until it was referenced in the litigation hold notice issued by TMC's General Counsel on March 1, 2022. He stated that no one — neither Holt nor any other TMC employee, and no competitor personnel — had ever asked him to download VaultChat, invited him to participate in a VaultChat conversation, or referenced VaultChat in any communication with him.
Eriksen confirmed that he had not been invited to or included in any group chats, messaging threads, or other communications involving competitor personnel on VaultChat or any other messaging platform, encrypted or otherwise. He stated that his work-related communications were conducted exclusively through TMC's corporate email system, TMC's corporate telephone system, and occasional in-person meetings.
The investigation team notes that Eriksen's statements regarding VaultChat are consistent with the findings of the document review conducted to date. Among the approximately 487,000 documents produced by TMC under the first grand jury subpoena (GJ-22-0194-SD-003), no VaultChat messages involving Eriksen have been identified. The VaultChat analysis is ongoing, with a comprehensive analysis memorandum anticipated by approximately September 15, 2022.
5.3 Knowledge of Alleged Conspiracy
Eriksen was asked a series of direct questions regarding his knowledge of the alleged anticompetitive conduct that is the subject of the DOJ investigation.
First, Eriksen was asked directly whether he had any knowledge, direct or indirect, of any agreement, understanding, arrangement, or coordination between TMC and any competitor regarding: (a) the pricing of high-purity feldspar, industrial talc, or rare-earth concentrates; (b) the allocation of customers, territories, or market segments among competitors; or (c) the rigging of bids for supply contracts or procurement opportunities.
Eriksen stated unequivocally: "No. I had no knowledge of anything like that. Nothing."
Second, Eriksen was asked whether Gavin Holt or anyone else at TMC — including Sandra Chu, any other member of divisional management, or any other TMC employee — ever told him, suggested to him, or implied to him that TMC was coordinating pricing, customer allocations, or any other aspect of competitive activity with Ridgecrest, Pinnacle, or any other company.
Eriksen stated: "No. Gavin never said anything about coordinating with competitors. He would just send down price changes and that was it. Sandra was the same — she just sent the price lists. Nobody ever said anything to me about working with Ridgecrest or Pinnacle or anybody else."
Third, Eriksen was asked whether he ever had any concerns, suspicions, or questions about the basis for pricing decisions made by Holt. Eriksen stated that he did not. He explained that he viewed Holt as possessing deep market knowledge and significant industry experience, and he assumed that price changes reflected legitimate supply-demand dynamics, cost-structure considerations, and TMC's overall business strategy. He stated: "Gavin had been in the industry for a long time. I trusted that he knew what the market could support. I didn't have any reason to question his decisions."
Eriksen was asked whether, in light of the DOJ investigation and the information that has become available since March 2022, he had reconsidered any of Holt's pricing decisions or any events from the 2017-2021 period that he now viewed differently. Eriksen stated that he had not identified anything specific that troubled him. He acknowledged, however, that he was not in a position to evaluate whether Holt's pricing decisions were based on legitimate competitive intelligence or on improper coordination, because he simply did not have visibility into the inputs Holt used.
6. Post-Holt Departure Observations
Eriksen was asked about the circumstances surrounding Gavin Holt's departure from TMC, which was effective September 30, 2021. This departure is of particular significance because it occurred approximately two weeks after the date — approximately September 15, 2021 — on which Cascade Chemical Supply Co. is understood to have entered a cooperation agreement with the DOJ Antitrust Division.
Eriksen stated that Holt's resignation was somewhat sudden and that it was not widely anticipated within the U.S. Specialty Minerals Division. Eriksen recalled that the division received notification of Holt's departure approximately one to two weeks before his last day. The notification came from divisional management or human resources — Eriksen was not certain of the source — and stated that Holt was leaving the company for "personal reasons." Eriksen stated that no further explanation was provided and that Holt did not personally communicate the reasons for his departure to Eriksen or, to Eriksen's knowledge, to other members of the regional sales team.
Eriksen stated that he found the abruptness of Holt's departure somewhat surprising, given Holt's seniority and the fact that there was no apparent successor identified at the time. However, Eriksen stated that he did not draw any conclusions from the timing. He was not aware of any connection between Holt's departure and the DOJ investigation. Eriksen stated: "I just figured it was personal stuff. People leave jobs. It didn't occur to me that it was related to anything like this."
Eriksen was specifically asked whether he was aware that Cascade Chemical Supply Co. had entered a cooperation agreement with the DOJ at approximately the time of Holt's departure. Eriksen stated that he was not aware of Cascade's cooperation agreement until the litigation hold notice was issued on March 1, 2022, which was the first time he learned of the DOJ investigation.
Following Holt's departure, Eriksen stated that pricing authority for the U.S. Specialty Minerals Division was temporarily assumed by divisional management, with Patricia Torres serving as the interim divisional lead. Eriksen stated that he noticed no immediate or dramatic change in TMC's pricing approach in the weeks and months following Holt's resignation. He stated that the existing price lists remained in effect and that pricing adjustments continued to be made through the established process, albeit with Torres and Chu handling the approvals that had previously been Holt's responsibility.
7. Awareness of Cascade Chemical Supply Co.
Eriksen was asked about his familiarity with Cascade Chemical Supply Co. ("Cascade"), a downstream distributor and processor of specialty minerals based in Spokane, Washington. Cascade is significant to the investigation because it is the cooperating entity that entered into a cooperation agreement with the DOJ Antitrust Division on or about September 15, 2021, and its cooperation is understood to have been a catalyzing factor in the grand jury investigation.
Eriksen stated that he knew Cascade as a customer of TMC's U.S. Specialty Minerals Division. He described Cascade as a regional distributor and processor that purchased industrial talc and feldspar from TMC for resale and further processing. Eriksen stated that Cascade was a relatively significant account within his Western Region territory, given Cascade's presence in the Pacific Northwest market.
Eriksen said he had had some dealings with Cascade on Western Region customer accounts over the years, including participation in contract negotiations and occasional site visits. However, Eriksen stated that he did not interact personally with Leonard Massey, Cascade's president, who is understood to be a key cooperating witness for the DOJ. Eriksen explained that his primary contact at Cascade was a purchasing manager — whose name Eriksen recalled as "something like Dan or Dave" — and that Massey, as president, was typically involved only in higher-level contract discussions that were handled by Holt or other divisional leadership.
Eriksen stated that he was not aware of Cascade's cooperation agreement with the DOJ until the litigation hold notice was issued on March 1, 2022. He stated that he was not aware of any disputes, concerns, or unusual communications between TMC and Cascade during the period leading up to Cascade's cooperation agreement or Holt's departure. Eriksen stated: "As far as I knew, Cascade was just a normal customer. I had no idea they were cooperating with the government."
8. Document Preservation and Litigation Hold Compliance
Eriksen was asked about his compliance with TMC's document-preservation obligations in connection with the DOJ investigation.
Eriksen confirmed that he received the litigation hold notice dated March 1, 2022. He stated that he received both the company-wide notice, which was distributed to all TMC employees, and the targeted notice that was directed specifically to personnel within the U.S. Specialty Minerals Division. Eriksen stated that he reviewed both notices at the time he received them and understood the obligations they imposed.
Eriksen stated that upon receiving the litigation hold notice, he took steps to preserve his email, electronic files, and physical documents as instructed. He stated that he ceased any routine deletion of emails and ensured that his electronic files were maintained in their existing locations on TMC's corporate systems. He stated that he had a limited number of physical documents — primarily printed copies of customer correspondence, price lists, and meeting notes — which he retained in his office files at the Reno location.
Eriksen stated that he does not use personal email accounts or personal electronic devices for work purposes. He stated that all of his work-related communications — including emails, calendar entries, and stored files — are maintained on TMC's corporate email system (Hollowell Systems) and on TMC's shared network drives. He does not maintain any work-related files on personal cloud-storage accounts, personal computers, or personal mobile devices. His company-issued mobile phone is a TMC device managed by the IT department.
Eriksen confirmed that he had not deleted, destroyed, altered, or removed any documents or data — whether electronic or physical — since receiving the litigation hold notice on March 1, 2022. He stated that he understood the importance of preserving all potentially relevant materials and that he had complied fully with the instructions set forth in the hold notices.
9. Assessment and Observations
The following section sets forth the interviewing team's preliminary assessment of Eriksen's credibility, potential exposure, and suitability as a cooperating fact witness, as well as recommended follow-up items. The observations and conclusions contained in this section reflect the mental impressions and legal opinions of counsel and are entitled to heightened work-product protection.
9.1 Credibility Assessment
Eriksen appeared cooperative and forthcoming throughout the approximately three-hour interview. He did not appear evasive, reluctant, or defensive in responding to questions, including direct questions regarding his knowledge of the alleged conspiracy and his interactions with competitor personnel. He answered questions directly and did not offer overly rehearsed or legalistic responses. His demeanor was calm and professional, and he did not exhibit signs of discomfort or deception during the more sensitive lines of questioning.
Eriksen's denials of knowledge regarding any pricing agreements, customer-allocation arrangements, or bid-rigging schemes were consistent, unqualified, and unambiguous throughout the interview. He did not equivocate, hedge, or offer conditional denials. When asked the same or similar questions from different angles or in different formulations — a deliberate technique employed during the interview — Eriksen provided consistent responses without contradiction.
Eriksen's description of TMC's internal pricing hierarchy, in which Holt served as the primary pricing authority, Chu executed Holt's decisions through published price lists, and regional sales managers operated within pre-approved discount thresholds, is consistent with accounts provided by other witnesses interviewed in connection with this investigation and with the documentary record assembled to date. The structural account rings true and is corroborated by the contemporaneous email correspondence and pricing records reviewed by the investigation team.
However, certain observations by Eriksen warrant additional scrutiny. In particular, Eriksen's observation of Holt and Edgerton leaving a networking reception together at the Q4 2018 Scottsdale conference and walking toward the hotel bar area is notable. While Eriksen did not characterize this event as suspicious, it is potentially significant in the context of the DOJ's theory that NASMC conferences served as venues for anticompetitive coordination. If the DOJ seeks to establish a conference-based coordination pattern, Eriksen's observation could serve as circumstantial evidence supporting that theory. Eriksen's testimony on this point would need to be carefully assessed in the context of other available evidence regarding the Scottsdale conference.
9.2 Ambiguity Regarding Direct Participation
The evidence of Eriksen's direct participation in any anticompetitive conduct remains ambiguous following this interview. On the one hand, Eriksen attended four NASMC conferences during the Alleged Conspiracy Period — conferences at which the DOJ suspects anticompetitive coordination occurred among competitor personnel. His presence at these events places him in geographic and temporal proximity to the alleged conduct, which the DOJ could, in theory, seek to explore.
On the other hand, there is no documentary evidence (VaultChat messages, emails, or otherwise) placing Eriksen in any improper communication with competitor personnel. The VaultChat analysis conducted to date has not identified any messages involving Eriksen, and the review of his corporate email has not revealed any communications that suggest awareness of or participation in anticompetitive conduct. His consistent denials during this interview, coupled with the absence of contradictory documentary evidence, weigh in favor of the conclusion that Eriksen was not a participant in the alleged conspiracy.
Eriksen's description of Holt having unexplained "meetings" during conference downtimes is relevant as circumstantial evidence suggesting that Holt engaged in activities at NASMC conferences that were not part of the formal program and the nature of which was not disclosed to his subordinates. However, this observation does not implicate Eriksen directly. Eriksen's inability to identify the participants in or content of Holt's meetings limits the probative value of this information as to Eriksen's own potential exposure.
Eriksen's lack of awareness of the VaultChat application is corroborated by the absence of any VaultChat messages involving him in the document set reviewed to date. The consistency between Eriksen's statements and the objective documentary record enhances the credibility of his account on this point.
9.3 Risk Assessment for DOJ Proffer
Based on the information gathered during this interview, and subject to the completion of the follow-up items described below, Eriksen appears to be a viable cooperating fact witness for a future voluntary proffer session with the DOJ Antitrust Division, contingent on further evaluation of the evidence and an assessment of TMC's overall cooperation strategy.
Eriksen's potential value as a proffer witness lies in several areas:
•  His testimony could support the narrative that the alleged anticompetitive conduct, if it occurred, was confined to the executive level — specifically, to Holt and his counterparts at competitor companies — and did not extend to or involve the knowledge of more junior sales personnel such as regional sales managers.
•  His description of TMC's internal pricing hierarchy, in which pricing decisions flowed from Holt through Chu to the regional sales teams, could help establish that Eriksen and other regional managers had no reason to suspect that Holt's pricing directives were based on anything other than legitimate competitive considerations.
•  His observations of Holt and Edgerton at NASMC conferences, while circumstantial, could corroborate the DOJ's theory of conference-based coordination to the extent that TMC elects to cooperate with the investigation.
Risks: Eriksen's observed interactions with competitor personnel at NASMC events, while described by him as innocuous and limited to casual socializing, could be explored by the DOJ as potential evidence of broader awareness or participation. In a proffer or testimonial setting, the DOJ may press Eriksen on why he did not report Holt's interactions with Edgerton, why he did not inquire about Holt's unexplained "meetings," and whether his claimed lack of awareness of the alleged conspiracy is credible given his presence at four conferences during the relevant period. Witness preparation for any proffer session would need to address these areas carefully, and Eriksen would need to be thoroughly prepared for cross-examination on these points.
Additionally, the investigation team notes that if Eriksen is presented as a proffer witness, the DOJ may seek to interview him independently, outside the presence of TMC's counsel. If that occurs, Eriksen would need to be advised of his right to retain personal counsel, and the firm would need to carefully consider the Upjohn implications of facilitating such an interview.
9.4 Follow-Up Items
The following follow-up items have been identified based on the Eriksen interview:
1.  Cross-Reference Conference Attendance with VaultChat Timestamps. Cross-reference Eriksen's confirmed attendance at the four identified NASMC conferences with the timestamps of VaultChat messages exchanged between Holt and Edgerton, Holt and Tsang, or among any other combination of TMC and competitor personnel. The purpose of this cross-reference is to determine whether any VaultChat communications occurred on specific dates and times when Eriksen was present at the same NASMC conference, which could bear on whether Eriksen had proximity to real-time coordination activity. This analysis should be prioritized as part of the VaultChat review currently being conducted by Redstone Digital Forensics Inc.
2.  Review Eriksen's Email for Conference-Adjacent Periods. Conduct a targeted review of Eriksen's corporate email account for the periods immediately before, during, and after each of the four identified NASMC conferences. The review should focus on any communications referencing competitor contacts, pricing discussions, Holt's activities or schedule at conferences, or any post-conference pricing directives that may correlate with alleged coordination activity.
3.  Re-Interview After VaultChat Analysis. Consider whether Eriksen should be re-interviewed after the comprehensive VaultChat message analysis — currently in progress and anticipated to be completed by approximately September 15, 2022 — is finalized. If the VaultChat analysis reveals any messages that reference Eriksen by name, or that describe events at which Eriksen was present, a follow-up interview would be warranted to explore those topics.
4.  Proffer Suitability Evaluation. Evaluate Eriksen's suitability for a voluntary proffer session with the DOJ in the context of TMC's overall cooperation strategy. This evaluation should take into account the results of the follow-up items described above, the DOJ's current posture regarding TMC's cooperation, and the strategic considerations associated with offering Eriksen as a cooperating fact witness. This evaluation should be discussed with the responsible partner and with TMC's General Counsel, Priya Anand, before any decision is made.
10. Privilege and Confidentiality Reminder
This memorandum is protected by the attorney-client privilege and the work-product doctrine. It was prepared at the direction of Elaine Forsythe, Responsible Partner, Antitrust & Competition Practice Group, Calderwood & Harkness LLP, in connection with the firm's representation of Torchlight Mining Corp. in Matter No. 1039-00001 (DOJ Antitrust Division Grand Jury Investigation, Grand Jury No. GJ-22-0194, N.D. Cal.).
Distribution of this memorandum is strictly limited to the Calderwood & Harkness legal team assigned to this matter and to authorized representatives of Torchlight Mining Corp. who have been designated by the responsible partner as having a need-to-know basis for access to privileged investigation materials.
Any disclosure of this memorandum, or of the information contained herein, to any third party — including the Department of Justice, any other governmental authority, co-defendants, or any other person or entity outside the legal team — requires the prior written approval of the responsible partner, Elaine Forsythe, in consultation with TMC's General Counsel, Priya Anand. Inadvertent disclosure of this memorandum does not constitute a waiver of any applicable privilege or protection, and any recipient of an inadvertent disclosure is requested to return the memorandum immediately and to refrain from reviewing, copying, or distributing its contents.
Prepared by: Aaron Liu, Lead Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP
Reviewed by: Monica Reyes, Working Associate, Antitrust & Competition Practice Group, Calderwood & Harkness LLP (present at interview; reviewed for accuracy)
Distribution: Elaine Forsythe (Responsible Partner); Howard Bellamy (Billing Partner); internal matter file (1039-00001)
CALDERWOOD & HARKNESS LLP
By: ________
Name: Aaron Liu
Title: Lead Associate, Antitrust & Competition Practice Group
Date: ________
Reviewed and Approved:
By: ________
Name: Elaine Forsythe
Title: Responsible Partner, Antitrust & Competition Practice Group
Date: ________

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

MEMORANDUM

MATTER NO.: 1039-00001

CALDERWOOD & HARKNESS LLP

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