Contract analysis

I. Introduction and Engagement Context We write on behalf of our clients, Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted company (Registry No. MC-384726), and Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation (EIN 93-4728106, and together with DEH, the "Issuers"), in connection with the proposed issuance of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032

II. Transaction Overview Set forth below is a summary of the principal terms of the offering for Northgate Trust's reference. This summary is qualified in its entirety by reference to the draft Indenture and the other enclosed draft documents. Issuers: DEH, as Issuer, and DUFC, as Co-Issuer. DEH is a Cayman Islands exempted company that serves as the holding company for the Dunmore group of companies. DUFC is a Delaw

III. Guarantors The Notes will be jointly and severally guaranteed (each, a "Guarantee," and collectively, the "Guarantees") on a senior secured basis by each of the following subsidiaries of DEH (each, a "Guarantor," and collectively, the "Guarantors"):

1. Dunmore Nigeria E&P Ltd. — a limited company incorporated under the laws of the Federal Republic of Nigeria. Dunmore Nigeria E&P Ltd. is the operator of Oil Mining Lease 47 ("OML 47") and Oil Mining Lease 63 ("OML 63"), both located in the Niger Delta region of Nigeria. OML 47 and OML 63 represent a substantial portion of DEH's proved reserve base and current production.

2. Dunmore Gulf Operations LLC — a limited liability company organized under the laws of the State of Delaware. Dunmore Gulf Operations LLC holds leasehold interests in the deepwater Gulf of Mexico, principally in the Green Canyon and Garden Banks areas, and is the operator or non-operating participant in multiple producing fields and development-stage properties in those areas.

3. Dunmore Renewables LLC — a limited liability company organized under the laws of the State of Delaware. Dunmore Renewables LLC owns and operates a portfolio of solar energy generation assets located in West Texas with aggregate nameplate capacity of approximately 220 megawatts (MW).

4. Dunmore Senegal S.A. — a société anonyme organized under the laws of the Republic of Senegal. Dunmore Senegal S.A. holds the production sharing contract ("PSC") for the Cayar Offshore Block and is the operator of the Cayar Offshore development project, which is currently in its Phase II development stage.

5. Dunmore Midstream Holdings Inc. — a corporation incorporated under the laws of the State of Delaware. Dunmore Midstream Holdings Inc. owns and operates gathering, processing, and transportation pipeline infrastructure supporting DEH's upstream operations in the Gulf of Mexico and related onshore facilities.

6. Dunmore Trading Ltd. — a private limited company incorporated under the laws of England and Wales. Dunmore Trading Ltd. serves as the offtake, marketing, and trading arm for the Dunmore group, managing the sale and hedging of crude oil, natural gas, and refined product volumes produced by the group's upstream and midstream operations. Each Guarantee will constitute a senior secured obligation of the respective Gua

IV. Description of Enclosed Draft Documents Enclosed with this letter, and transmitted herewith in both electronic format (via the Calderwood & Harkness secure document portal) and hard copy, are the following draft documents. Each document is in draft form, dated April 28, 2025, and is subject to further revision based on comments received from Northgate Trust, the Initial Purchasers' counsel, and the other transact

V. Paying Agent, Registrar, and Transfer Agent We note for Northgate Trust's information that Beacon Fiduciary Services LLC ("Beacon") has been engaged to serve as Paying Agent, Registrar, and Transfer Agent under the Indenture. The primary contact at Beacon is Sandra Mitchum, Relationship Manager, located at 240 Greenwich Street, 7th Floor, New York, NY 10007. The terms of Beacon's engagement are set forth in a sepa

VI. Multi-Jurisdictional Security Considerations We wish to highlight for Northgate Trust's attention that the Security Documents described in Section IV above span four separate legal jurisdictions: the State of New York (United States), the Federal Republic of Nigeria, England and Wales (United Kingdom), and the Republic of Senegal. The multi-jurisdictional nature of the collateral package presents certain complexi

VII. Timeline and Comment Period Set forth below is the expected timeline for the offering. We recognize that certain dates remain subject to adjustment based on market conditions and the progress of documentation, but we present the following as our current working timeline: Given the compressed timeline for this offering, we would strongly encourage Northgate Trust to commence its review of the enclosed draft docum

VIII. Key Dunmore Financial Data for Trustee's Information For the purpose of providing context relevant to Northgate Trust's engagement, we set forth below certain summary financial and corporate information regarding DEH. This information is provided for Northgate Trust's reference only and is qualified in its entirety by reference to the financial statements and other disclosures included in the Preliminary Offeri

IX. OFAC and Sanctions Compliance Note We wish to draw Northgate Trust's particular attention to the OFAC sanctions representations and covenants set forth in the draft Indenture. Given that DEH, through its subsidiaries, conducts operations in Nigeria and Senegal — jurisdictions that may present heightened sanctions risk profiles — the Indenture contains robust provisions addressing compliance with applicable sancti

X. Request for Action Items In order to maintain the timeline set forth in Section VII above and to ensure the orderly progression of the documentation process toward closing, we respectfully request that Northgate Trust undertake the following action items at its earliest convenience:

1. Review and provide comments on the draft Indenture. We particularly request Northgate Trust's comments on the trustee provisions (Article IV), the Events of Default and remedies provisions (Article VI), the compensation and indemnification provisions (Article VII), and the Collateral Agent provisions (Article VIII). Comments are requested by approximately May 5, 2025.

2. Review and provide comments on the draft Intercreditor Agreement. We particularly request Northgate Trust's comments on the waterfall provisions, the enforcement standstill mechanics, and the collateral release provisions, each as they relate to Northgate Trust's role as Notes Collateral Agent.

3. Review each Security Document and confirm acceptance of the Collateral Agent role thereunder. Northgate Trust should review the U.S. Collateral Agreement (Pledge and Security Agreement), the Nigerian Collateral Agreement (Debenture and Charge), the English Collateral Agreement (Debenture), and the Senegalese Collateral Agreement (Nantissement and Cession Fiduciaire), and confirm that it is prepared to accept the r

4. Circulate Northgate Trust's form of in-house counsel opinion. As noted in Section VI above, Northgate Trust will be required to deliver an in-house counsel opinion at closing confirming its authority and capacity to act as Trustee and Collateral Agent. We request that Northgate Trust circulate its customary form of such opinion for our review as promptly as practicable.

5. Confirm internal KYC/sanctions clearance. We request that Northgate Trust confirm that it has completed, or will timely complete, its internal KYC and sanctions clearance procedures with respect to the Dunmore engagement, and that it advise us of any additional information or documentation required in connection therewith.

6. Provide Northgate Trust's fee schedule and engagement terms. We request that Northgate Trust provide its current fee schedule and proposed engagement terms for its services as Trustee and Collateral Agent, to the extent not already set forth in the engagement letter with the Issuers.

7. Designate a contact for ongoing coordination. Please confirm that William Kerrigan will serve as Northgate Trust's primary contact for ongoing coordination of the documentation and closing process, or designate an alternate contact if appropriate.

XI. Enclosures The following draft documents are enclosed herewith and are being transmitted simultaneously in electronic format via the Calderwood & Harkness secure document portal:

1. Draft Indenture (marked "DRAFT — April 28, 2025")

2. Draft Collateral Agreement (U.S.) — Pledge and Security Agreement (marked "DRAFT — April 28, 2025")

3. Draft Collateral Agreement (Nigeria) — Debenture and Charge (marked "DRAFT — April 28, 2025")

4. Draft Collateral Agreement (England) — Debenture (marked "DRAFT — April 28, 2025")

5. Draft Collateral Agreement (Senegal) — Nantissement and Cession Fiduciaire (marked "DRAFT — April 28, 2025")

6. Draft Intercreditor Agreement (marked "DRAFT — April 28, 2025")

7. Outline Term Sheet (dated April 21, 2025)

XII. Confidentiality All documents enclosed herewith, including the draft Indenture, the draft Security Documents, the draft Intercreditor Agreement, and the Outline Term Sheet, are strictly confidential and are being furnished to Northgate Trust solely in connection with its engagement as Trustee and Collateral Agent for the Notes. The enclosed documents are subject to the confidentiality obligations set forth in No