Contract analysis

1. Dunmore Energy Holdings Ltd. ("DEH" or the "Claimant"), an exempted company incorporated under the laws of the Cayman Islands, hereby submits this Request for Arbitration (the "Request") to the International Centre for Settlement of Investment Disputes ("ICSID" or the "Centre") pursuant to Article 36 of the Convention on the Settlement of Investment Disputes Between States and Nationals of Other States (the "ICSID

2. This Request arises from the unlawful expropriation by the Republic of Valderia of the Claimant's substantial oil and gas investment in the Valderian Orinoco Basin. Specifically, through a coordinated series of presidential decrees and ministerial resolutions issued between April and August 2021, Valderia unlawfully expropriated the Claimant's 30-year oil and gas concession — Concession No. HYD-2012-047, known as

3. The Claimant seeks compensation in the total amount of USD 867,000,000 (eight hundred sixty-seven million United States dollars), comprising the following elements: (a) USD 347,000,000 in sunk capital expenditure, representing the total capital investment made by DEH in the Valderian concession between 2014 and 2021, which was rendered valueless by the Respondent's expropriatory measures; (b) USD 312,000,000 in lo

4. Bloque Orinoco Sur encompasses an area of 1,240 km² in the Valderian Orinoco Basin (onshore). The concession was granted by the Ministry of Energy and Natural Resources of the Republic of Valderia on September 12, 2013, for a term of 30 years expiring on September 12, 2043. At the time of the expropriation, approximately 23 years of the concession term remained. The concession represented a highly valuable, commer

5. Between 2014 and 2021, DEH invested approximately USD 347 million in total capital expenditure to explore, develop, and bring the concession into commercial production. This investment encompassed extensive seismic acquisition campaigns, the drilling of seven exploration wells and twenty-two development wells, the construction of a 68-kilometer gathering pipeline, and the construction and commissioning of a centra

6. The Respondent's expropriatory measures culminated in the physical occupation of the Claimant's central processing facility by Valderian military personnel and employees of PetroValderia S.A. ("PetroValderia"), the 100% state-owned national oil company of the Republic of Valderia. Following this occupation, PetroValderia assumed full operational control of the concession assets, and DEH and its subsidiary's person

7. No compensation of any kind has been offered, tendered, or paid by the Republic of Valderia in connection with these measures, notwithstanding the Claimant's formal Notice of Dispute delivered on October 14, 2021, which expressly requested the commencement of settlement discussions. The Respondent has maintained complete silence in the face of this notice.

8. The Claimant respectfully submits that the Centre has jurisdiction over this dispute and that the Tribunal, once constituted, should find in the Claimant's favor on the merits and award full compensation for the losses sustained.

II. THE PARTIES A. The Claimant

9. The Claimant in these proceedings is Dunmore Energy Holdings Ltd. ("DEH"), an exempted company duly incorporated and existing under the laws of the Cayman Islands.

10. DEH's registered office is located at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands. The company maintains its principal business office at 27 Curzon Street, London W1J 5HT, United Kingdom, from where it conducts the majority of its strategic, financial, and operational management activities.

11. DEH is engaged in the business of oil and gas exploration, production, and renewable energy development. Since its incorporation, DEH has focused on the acquisition and development of upstream hydrocarbon assets in emerging markets, with a particular emphasis on the Caribbean basin and Latin American region. Prior to the expropriation giving rise to this dispute, DEH's principal producing asset was the Bloque Ori

12. The key principals of DEH are as follows: (a) Sir Malcolm Dunmore, KBE — Founder and Chairman of the Board of Directors. Sir Malcolm is a British national who founded DEH in 2011 with the objective of building a portfolio of upstream oil and gas assets in the Caribbean basin. Sir Malcolm holds approximately 62% of the equity in DEH through the Dunmore Family Trust, a trust established under the laws of Jersey, Ch

13. In addition to the equity held by the principals described above, approximately 26% of the equity in DEH is held by Meridian Growth Partners Fund III, L.P., a Cayman Islands limited partnership managed by Meridian Growth Partners LLC, a Delaware-based private equity firm specializing in energy sector investments. Meridian Growth Partners Fund III, L.P. made its initial investment in DEH in 2014 to support the exp

14. For purposes of the jurisdiction of the Centre and the protections afforded by the UK-Valderia BIT, DEH is incorporated in the Cayman Islands, which is a British Overseas Territory. The UK-Valderia BIT extends to the Cayman Islands by virtue of the United Kingdom's territorial extension declaration dated February 14, 2007, a copy of which is attached as part of Annex 3 to this Request. DEH therefore qualifies as

15. DEH conducted its investment activities in the Republic of Valderia through its wholly-owned Valderian subsidiary, Dunmore Valderia upstream S.A. ("DVU"), a sociedad anónima duly incorporated and existing under the laws of the Republic of Valderia.

16. DVU's registered office is located at Avenida Libertador 1480, Piso 12, Puerto Valdés, Valderia. DVU was incorporated in 2012 for the specific purpose of holding and operating the Bloque Orinoco Sur concession. DVU is 100% owned by DEH (Cayman Islands), and at all material times served as the named concessionaire under Concession No. HYD-2012-047.

17. DVU employed approximately 285 Valderian nationals and 42 expatriate staff at the time of the expropriation. Following the military occupation of the concession assets in May 2021 and the subsequent revocation of DVU's operating licenses in August 2021, DVU's operations were effectively terminated, and the company was rendered inoperative. C. The Respondent

18. The Respondent in these proceedings is the Republic of Valderia, a sovereign state and unitary presidential republic located in the Caribbean basin, with its capital at Puerto Valdés.

19. The current Head of State is President Héctor Luján Montalvo, who was inaugurated on January 15, 2020, following general elections held in November 2019. President Montalvo's administration has been responsible for the adoption and implementation of the expropriatory measures at issue in this dispute.

20. The relevant government officials and institutions of the Republic of Valderia include the following: (a) Claudia Ríos Salazar — Minister of Energy and Natural Resources. Minister Ríos Salazar is responsible for the administration and regulation of the Valderian hydrocarbon sector, including the grant, supervision, and revocation of hydrocarbon concessions under the Valderian Hydrocarbons Law of 2009. Minister Rí

21. Both the United Kingdom of Great Britain and Northern Ireland (acting on behalf of its Overseas Territories, including the Cayman Islands) and the Republic of Valderia are Contracting States to the ICSID Convention. The United Kingdom signed the ICSID Convention on May 26, 1965, and the Convention entered into force for the United Kingdom on January 18, 1967. The Republic of Valderia signed the ICSID Convention o

22. The Claimant is represented in these proceedings by the following legal counsel: Lead Counsel: Calderwood & Harkness LLP 55 Bishopsgate London EC2N 3AH United Kingdom Telephone: +44 (0)20 7946 0000 Facsimile: +44 (0)20 7946 0001 • Vivienne St. Claire — Responsible Partner (v.stclaire@calderwoodharkness.com) • Robert Adeyemi — Billing Partner (r.adeyemi@calderwoodharkness.com) • Jeffrey Park — Lead Associate (j.pa

23. All correspondence in connection with these proceedings should be addressed to Vivienne St. Claire at Calderwood & Harkness LLP at the address set forth above. The Claimant's Power of Attorney authorizing Calderwood & Harkness LLP to act on behalf of DEH in these proceedings is attached as Annex 12 to this Request.

24. The Claimant respectfully submits that the Centre has jurisdiction over this dispute and that the dispute is within the competence of a Tribunal constituted under the ICSID Convention. Each of the jurisdictional requirements under Article 25 of the ICSID Convention and Article 8 of the UK-Valderia BIT is satisfied, as set forth below. A. Consent to ICSID Arbitration

25. Article 8 of the UK-Valderia BIT provides for the submission of investment disputes between a national or company of one Contracting Party and the other Contracting Party to international arbitration, including arbitration under the ICSID Convention. Article 8(1) of the Treaty provides, in relevant part: "Each Contracting Party hereby consents to submit to the International Centre for the Settlement of Investment

26. The Republic of Valderia consented to ICSID arbitration by virtue of Article 8 of the Treaty. This constitutes the Respondent's standing offer of consent to arbitration, which has been perfected by the Claimant's acceptance through the filing of this Request. The consent so established is irrevocable and constitutes the written consent of the parties within the meaning of Article 25(1) of the ICSID Convention.

27. The Claimant hereby provides its written consent to submit the present dispute to ICSID arbitration in accordance with Article 25(1) of the ICSID Convention and Article 8 of the UK-Valderia BIT. The Claimant confirms that it has not submitted this dispute to any other forum for resolution and that, in accordance with Article 26 of the ICSID Convention, the submission of this dispute to ICSID arbitration is to the

28. Article 25(1) of the ICSID Convention provides that the jurisdiction of the Centre extends to legal disputes arising directly out of an investment between a Contracting State and a national of another Contracting State. Article 25(2)(b) defines a "national of another Contracting State" as including any juridical person that has the nationality of a Contracting State other than the State party to the dispute.

29. DEH is an exempted company incorporated under the laws of the Cayman Islands, a British Overseas Territory. The Cayman Islands is not itself a Contracting State to the ICSID Convention; however, the United Kingdom is a Contracting State, and the protections of the Convention extend to the Cayman Islands as an Overseas Territory of the United Kingdom.

30. The UK-Valderia BIT was signed on May 22, 2006, and entered into force on November 1, 2006. The Treaty defines "company" in Article 1(d) as follows: "'companies' means: in respect of the United Kingdom: corporations, firms and associations incorporated or constituted under the law in force in any part of the United Kingdom or in any territory to which this Agreement is extended in accordance with the provisions o

31. Article 12 of the Treaty provides that the Treaty may be extended to any territory for whose international relations the United Kingdom is responsible, by mutual agreement. On February 14, 2007, the United Kingdom made a formal territorial extension declaration extending the application of the UK-Valderia BIT to its Overseas Territories, including the Cayman Islands. A copy of this declaration is attached as part

32. By virtue of the territorial extension, DEH, as a company incorporated in the Cayman Islands, qualifies as a "company" of the United Kingdom within the meaning of Article 1(d) of the Treaty. Accordingly, DEH constitutes a "national of another Contracting State" under Article 25(2)(b) of the ICSID Convention. The ratione personae requirement is therefore satisfied.

33. The Respondent, the Republic of Valderia, is a Contracting State to the ICSID Convention, having signed the Convention on March 3, 1993, and the Convention having entered into force for Valderia on April 2, 1993. The ratione personae requirement is satisfied with respect to the Respondent as well. C. Ratione Materiae — Protected Investment

34. Article 25(1) of the ICSID Convention requires that the dispute arise "directly out of an investment." The Convention does not define the term "investment," but the broad, asset-based definition in Article 1 of the UK-Valderia BIT provides the relevant framework.

35. Article 1(a) of the Treaty defines "investment" as: "every kind of asset and in particular, though not exclusively, includes: (i) movable and immovable property and any other property rights such as mortgages, liens or pledges; (ii) shares in and stock and debentures of a company and any other form of participation in a company; (iii) claims to money or to any performance under contract having a financial value;

36. DEH, through its wholly-owned Valderian subsidiary DVU, holds Concession No. HYD-2012-047 (Bloque Orinoco Sur), a 30-year oil and gas concession granted by the Ministry of Energy and Natural Resources of the Republic of Valderia on September 12, 2013, pursuant to the Valderian Hydrocarbons Law of 2009. The Claimant's investment in the concession constitutes a protected "investment" within the meaning of Article 1

37. The total capital invested by DEH in the Valderian concession between 2014 and 2021 amounts to approximately USD 347 million, comprising: (a) USD 211 million in exploration and development drilling, including seven exploration wells and twenty-two development wells; (b) USD 89 million in surface infrastructure and pipeline construction, including the CPF Orinoco Sur central processing facility and the 68-kilomete

38. The Claimant's investment satisfies the objective criteria commonly applied by ICSID tribunals for determining the existence of an "investment" within the meaning of the ICSID Convention: it involves a substantial commitment of capital; it was of significant duration (nearly eight years of active operations, with 23 years remaining on the concession term); it carried substantial risk; and it contributed to the ec

39. Article 8 of the UK-Valderia BIT requires that the investor provide written notice of the dispute to the Contracting Party concerned and allow a cooling-off period of six months before submitting the dispute to ICSID arbitration. The purpose of this requirement is to afford the parties an opportunity to resolve the dispute amicably before resorting to international arbitration.

40. On October 14, 2021, DEH, acting through its legal counsel Calderwood & Harkness LLP, delivered a formal Notice of Dispute (the "Notice") to the Republic of Valderia, addressed to the Minister of Foreign Affairs, Ambassador Diego Fuentes Castillo, and the Attorney General, Dr. Renata Villamizar Ochoa, in accordance with the requirements of Article 8 of the Treaty. The Notice was delivered by international courier

41. The Notice set forth in detail the factual and legal basis of the dispute, identified the specific measures giving rise to the dispute (including Presidential Decree No. 2021-0417, Presidential Decree No. 2021-0623, and Ministerial Resolution No. MEN-2021-089), and expressly invited the Republic of Valderia to enter into consultations with a view to reaching an amicable resolution of the dispute.

42. Despite the clear terms of the Notice and the Claimant's express willingness to engage in settlement discussions, the Republic of Valderia failed to respond to the Notice, failed to propose or engage in any negotiations, and failed to offer any compensation for the expropriation of the Claimant's investment. The six-month cooling-off period prescribed by Article 8 of the Treaty expired on April 14, 2022, without

43. The Claimant has fully complied with all pre-arbitral procedural requirements under the UK-Valderia BIT, and the ratione voluntatis requirement for submission of the dispute to ICSID arbitration is therefore satisfied.

44. The factual background set forth below provides a summary of the key events relevant to this dispute. The Claimant reserves its right to supplement and develop the factual record in its Memorial and at any evidentiary hearing. A. The Concession

45. The concession at the center of this dispute is designated Bloque Orinoco Sur (Block Orinoco South), bearing Concession No. HYD-2012-047. The concession was granted by the Ministry of Energy and Natural Resources of the Republic of Valderia on September 12, 2013, pursuant to the Valderian Hydrocarbons Law of 2009 (the "Hydrocarbons Law"), which governs the exploration, development, and production of hydrocarbon r

46. The principal terms of the concession are as follows:

47. The concession agreement was the product of an open and competitive international bidding process conducted by the Ministry of Energy and Natural Resources in 2012–2013, in which DVU (on behalf of DEH) was selected as the successful bidder based on its technical and financial qualifications, its proposed work program, and the fiscal terms offered. The concession agreement established a comprehensive regulatory fr

48. At the time of the grant, the Valderian government actively encouraged foreign investment in the hydrocarbon sector as a cornerstone of its economic development strategy. The Hydrocarbons Law of 2009 was enacted specifically to provide a modern, predictable, and investor-friendly legal framework for the sector, and the Republic of Valderia promoted Bloque Orinoco Sur and other concession areas at international en

49. Following the award of the concession, DEH, through DVU, proceeded to invest substantial capital and resources in the exploration, development, and production of hydrocarbon resources within Bloque Orinoco Sur. The investment proceeded through three principal phases, as described below.

1. Exploration Phase (2013–2016)

50. During the exploration phase, DVU undertook comprehensive geological and geophysical surveys and drilling operations to assess the hydrocarbon potential of the concession area. The key activities during this phase included: (a) 3D seismic acquisition over approximately 800 km² of the 1,240 km² concession area. This campaign, conducted between 2014 and 2015, produced a detailed subsurface imaging dataset that enab

51. Total expenditure during the exploration phase amounted to approximately USD 47 million, invested primarily in seismic acquisition, exploration drilling, and associated geological and engineering studies. This investment was funded through a combination of DEH equity capital and the equity contribution of Meridian Growth Partners Fund III, L.P.

2. Development Phase (2016–2019)

52. Following the successful exploration phase, DVU embarked on an aggressive development program to bring the discovered hydrocarbon resources into commercial production. The development phase involved the following principal activities: (a) Development drilling of twenty-two development wells across the proven reservoir structures identified during the exploration phase. The wells were drilled and completed using m

53. Total capital expenditure during the development phase amounted to approximately USD 300 million, comprising USD 211 million in exploration and development drilling (inclusive of the exploration phase expenditure) and USD 89 million in surface infrastructure and pipeline construction. To fund the development phase, DVU entered into a senior secured project finance facility of USD 175 million with Commonwealth Cap

3. Production Phase (2019–2021)