McGowan v. Stanley

Opinion

PARR BROWN GEE © LOVELESS ATTORNEYS AT LAW

D. CRAIG PARRY ATTORNEY AT LAW cparry@parrbrown.com

July 20, 2023

Honorable Denise Cote ? United States District Court Judge ks TS tenses seq) Southern District of New York (SS tan Xe? 500 Pearl Street, Room 1910 i . Le New York, New York 10007 7/ti/e-3 Re: McGowan et al v. Stanley et al (22-C V-069 71)(DLO) Proposed Findings for Documents to Be Filed Under Seal or Redacted Honorable Judge Cote, Pursuant to the Court’s Order of July 19, 2023, Defendants respectfully request that the Court enter the following findings and on that basis order that Dkt. Nos. 74-7, 74-9, 74-10, 74- 11, 74-12, 74-14, 74-15, 74-16, 74-17, 74-20, 74-22, 74-23, and 74-25 remain as presently designated, viewable by only the parties in the case and the Court: Dkt.74-7 is a bank account statement of non-party Chief Consolidated Mining Co. (“Chief”), a non-public company at the time of the statement. The document includes an account number as well as dates, amounts, and descriptions of financial transactions. Non-party Osisko Development Corp. (“Osisko”), which has acquired Chief, has not given consent for these documents to be publicly disclosed. Dkt, 74-9, 74-10, 74-11, 74-12, and 74-14 are wire transfer forms and checks from Chief accounts that include bank account numbers as well as the date and dollar amount of payments to defendants and to non-parties, including to a law firms for legal fees. None of the identified non- parties, Osisko, or defendants, has given consent for these documents to be publicly disclosed. Dkt. 74-15 and 74-22 are identical and are minutes of a meetings of the board of directors of Chief, including statements about real estate transactions then under discussion, financing activities, developments in a joint venture to which Chief was a party, plans for seeking water allocations, and a resolution to issue stock to certain named individuals. None of this information is publicly known. Osisko has not given consent for these documents to be publicly disclosed.

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Honorable Denise Cote July 20, 2023 Page 2

Dkt, 74-16 and 74-23 are identical and are minutes of a meeting of the board of directors of Chief, including statements about potential real estate and other transactions, updates on mining activity, a term sheet for obtaining water supplies, and a resolution to issue stock as compensation to certain named employees. None of this information is publicly known. Osisko has not given consent for these documents to be publicly disclosed. Dkt, 74-17 and 74-25 are identical and are minutes of a meeting of the board of directors of Chief, including statements about operations of a mining joint venture to which Chief is a patty, Chief's liabilities, efforts to obtain debt and equity financing, an MOU with a private party regarding water supply issues, and discussions about acquiring a mining entity. None of this information is publicly known. Osisko has not given consent for these documents to be publicly disclosed. Dkt. 74-20 is a letter between LeadFx and Chief amending a share sale agreement between the companies, including prices and terms of payments, Neither LeadFx nor Osisko has given consent for these documents to be publicly disclosed. On the foregoing bases, the identified documents should remain as presently designated, viewable by only the parties in the case and the Court. PARR BROWN GEE & LOVELESS

D. Craig Parry é Attorney for Defendants

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