Contract analysis

I. Executive Summary This memorandum summarizes the findings from the corporate and organizational due diligence review conducted by Calderwood & Harkness LLP ("C&H") in connection with the proposed issuance of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") by Dunmore Energy Holdings Ltd., a Cayman Islands exempted company ("DEH" or the "Issuer"), and Dunmore upstream Fi

II. Organizational Structure and Ownership A. Organizational Chart Overview Dunmore Energy Holdings Ltd. is a Cayman Islands exempted company that serves as the ultimate holding company for the Dunmore group. DEH sits at the apex of the corporate structure and directly or indirectly owns 100% of the equity interests in each of the operating and holding subsidiaries within the group, including the Co-Issuer and each o

1. Dunmore upstream Finance Corp. (Delaware corporation) — Co-Issuer; finance subsidiary with no independent operations;

2. Dunmore Nigeria E&P Ltd. (Nigerian limited company) — Upstream exploration and production operations in Nigeria;

3. Dunmore Gulf Operations LLC (Delaware limited liability company) — deepwater exploration and production operations in the Gulf of Mexico;

4. Dunmore Renewables LLC (Delaware limited liability company) — solar energy operations in West Texas;

5. Dunmore Senegal S.A. (Senegalese société anonyme) — Upstream exploration and production operations offshore Senegal;

6. Dunmore Midstream Holdings Inc. (Delaware corporation) — holding company for pipeline and midstream processing infrastructure assets; and

7. Dunmore Trading Ltd. (English private limited company) — offtake and commodity trading operations. All six Guarantor subsidiaries (items 2 through 7 above) and the Co-Issuer (item 1 above) have been confirmed as wholly-owned, direct or indirect subsidiaries of DEH. None of the subsidiaries has any outstanding minority equity interests, and none has issued any equity securities to third parties. We have confirmed t

III. Review of Issuers A. Dunmore Energy Holdings Ltd. (Issuer)

1. Formation and Status Dunmore Energy Holdings Ltd. is an exempted company incorporated under the laws of the Cayman Islands. DEH was originally incorporated on August 12, 2019, in connection with the leveraged acquisition of the Dunmore upstream and midstream business from the former parent entity, Dunmore Resources plc (UK). The key formation and status details are as follows: A Certificate of Good Standing was ob

2. Charter Documents Reviewed We have reviewed the following charter and organizational documents of DEH: (a) Memorandum of Association. The Memorandum of Association of DEH was reviewed in its current form. The Memorandum includes a broad objects clause that expressly permits, among other things, the issuance of bonds, debentures, notes, and other debt securities, the granting of guarantees in respect of the obligat

3. Governance. The board of directors of DEH currently consists of seven members, including a combination of management directors, independent directors, and directors designated by Harborview Fund VI in accordance with the shareholder agreement. The board composition is as follows: The principal executive officers of DEH are: • Chief Executive Officer: Marcus Ellingham (age 54). Mr. Ellingham has served as CEO of DE

4. Authorization Status Board resolutions of DEH authorizing the following actions are being prepared by C&H and are expected to be adopted by the board of directors prior to closing: (a) the issuance of the Notes in the aggregate principal amount of $850,000,000; (b) the execution and delivery of the Indenture (including the form of Notes attached thereto) by and among DEH, DUFC, the Guarantors, and the Trustee; (c)

5. Local Counsel Coordination Kincaid & Moreau LLP, George Town, Grand Cayman (Lead Partner: Nigel Ashworth; office address: 68 Fort Street, George Town, Grand Cayman KY1-1107), has been engaged to provide a Cayman Islands law legal opinion at closing. The opinion will cover the following matters: (i) due incorporation and valid existence of DEH under Cayman Islands law; (ii) corporate power and capacity to execute a

1. Formation and Status Dunmore upstream Finance Corp. is a corporation incorporated under the laws of the State of Delaware. DUFC was formed on September 3, 2019, solely for the purpose of serving as a co-issuer of debt securities for the Dunmore group. DUFC does not conduct any independent operations, does not hold any material assets (other than intercompany receivables from DEH), and does not have any employees.

2. Charter Documents Reviewed We have reviewed the following charter and organizational documents of DUFC: (a) Certificate of Incorporation. The Certificate of Incorporation of DUFC was reviewed. It is a standard-form certificate for a finance subsidiary incorporated in Delaware. The purpose clause is broadly stated and permits DUFC to engage in any lawful act or activity for which corporations may be organized under

3. Governance and Authorization DUFC has one director: Deepa Rajaram (CFO of DEH). The officers of DUFC are as follows: • President: Marcus Ellingham • Treasurer and Secretary: Deepa Rajaram Board resolutions of DUFC authorizing the co-issuance of the Notes and the execution and delivery of the Indenture, the Purchase Agreement, the Registration Rights Agreement, and related Transaction Documents are being drafted by

IV. Review of Guarantor Subsidiaries Each of the six Guarantor subsidiaries is described below, together with a summary of the charter documents reviewed, governance structure, authorization status, and, where applicable, local counsel coordination. As noted above, each Guarantor is a wholly-owned, direct or indirect subsidiary of DEH and will guarantee the Notes on a senior secured basis pursuant to the Indenture. A

1. Formation and Status Dunmore Nigeria E&P Ltd. ("Dunmore Nigeria") is a limited company incorporated under the Companies and Allied Matters Act (CAMA) of Nigeria, registered with the Corporate Affairs Commission (CAC) of the Federal Republic of Nigeria. Dunmore Nigeria is the operator of two oil mining leases in the Niger Delta region: OML 47 (onshore, Rivers State) and OML 63 (shallow water, Bayelsa State). Dunmor

2. Charter Documents Reviewed We have reviewed the following charter and organizational documents of Dunmore Nigeria, in coordination with Abayomi Chambers: (a) Memorandum and Articles of Association. The Memorandum and Articles of Association of Dunmore Nigeria were reviewed. The objects clause of the Memorandum includes the exploration, development, production, processing, transportation, and sale of crude oil, nat

3. Governance. The board of directors of Dunmore Nigeria consists of five members, including nominees designated by DEH in its capacity as sole shareholder. The Managing Director of Dunmore Nigeria is appointed by DEH. A full list of directors and officers is provided in the incumbency certificate being prepared for delivery at closing, and a summary is included in Exhibit D.

4. Authorization Status Board resolutions of Dunmore Nigeria authorizing the following actions are being prepared by C&H in coordination with Abayomi Chambers and are expected to be adopted prior to closing: (a) the execution and delivery of the Guarantee (as set forth in the Indenture); (b) the execution and delivery of the Nigerian Debenture and Charge (the "Collateral Agreement — Nigeria"), creating a fixed and fl

5. Local Counsel Coordination Abayomi Chambers (Lead Partner: Chidinma Okafor; 14 Broad Street, Victoria Island, Lagos, Nigeria) has been engaged to provide a Nigerian law legal opinion at closing. The opinion will cover the following matters: (i) due incorporation and valid existence of Dunmore Nigeria under Nigerian law; (ii) corporate power and capacity to execute and deliver the Guarantee and the Collateral Agree

6. Key Observations The following observations are noted with respect to Dunmore Nigeria: (a) NNPC Back-In Rights. The Nigerian National Petroleum Company holds statutory back-in rights in OML 47 and OML 63, as is standard for oil mining leases granted under the Petroleum Act and the Nigerian Oil and Gas Industry Content Development Act. These back-in rights are contractual and statutory in nature and do not constitu

1. Formation and Status Dunmore Gulf Operations LLC ("Dunmore Gulf") is a limited liability company organized under the laws of the State of Delaware. Dunmore Gulf is the leaseholder of multiple deepwater exploration and production leases in the Green Canyon and Garden Banks areas of the Gulf of Mexico, offshore Louisiana. These leases are granted by the Bureau of Ocean Energy Management (BOEM) of the U.S. Department

2. Charter Documents Reviewed We have reviewed the following organizational documents of Dunmore Gulf: (a) Certificate of Formation. The Certificate of Formation of Dunmore Gulf was reviewed. It is in standard form for a Delaware limited liability company. (b) Amended and Restated Limited Liability Company Agreement. The LLC Agreement was reviewed. DEH (or an intermediate holding entity wholly-owned by DEH) is the so

3. Authorization Status Written consent of the sole member (DEH) and the manager of Dunmore Gulf authorizing the execution and delivery of the Guarantee (as set forth in the Indenture) and the U.S. Collateral Agreement is being prepared by C&H and is expected to be adopted prior to closing. No other member or manager approvals are required under the LLC Agreement. C. Dunmore Renewables LLC

1. Formation and Status Dunmore Renewables LLC ("Dunmore Renewables") is a limited liability company organized under the laws of the State of Delaware. Dunmore Renewables owns and operates a 220 MW solar photovoltaic portfolio located in Pecos County and Reeves County, West Texas. The portfolio consists of three utility-scale solar facilities commissioned between 2021 and 2023. A Certificate of Good Standing was obta

2. Charter Documents Reviewed We have reviewed the following organizational documents of Dunmore Renewables: (a) Certificate of Formation. The Certificate of Formation of Dunmore Renewables was reviewed. It is in standard form for a Delaware limited liability company. (b) Limited Liability Company Agreement. The LLC Agreement was reviewed. The organizational and governance structure is similar to that of Dunmore Gulf

3. Authorization Status Written consent of the sole member (DEH) and the manager of Dunmore Renewables authorizing the execution and delivery of the Guarantee and the U.S. Collateral Agreement is being prepared by C&H and is expected to be adopted prior to closing. D. Dunmore Senegal S.A.

1. Formation and Status Dunmore Senegal S.A. ("Dunmore Senegal") is a société anonyme organized under the laws of the Republic of Senegal. Dunmore Senegal is the operator of the Cayar Offshore Block, located approximately 80 kilometers south of Dakar in the Atlantic Ocean, pursuant to a production sharing contract (PSC) with the Republic of Senegal (through PETROSEN, the national oil company). Dunmore Senegal's comme

2. Charter Documents Reviewed The statuts (articles of incorporation and bylaws) of Dunmore Senegal were reviewed in coordination with Theron Moss & Associates SARL (Lead Partner: Moustapha Sy; Rue Moussé Diop 22, Plateau, Dakar, Senegal). The corporate purpose (objet social) set forth in the statuts includes the exploration, development, production, and sale of petroleum and natural gas, as well as all related and a

3. Authorization Status Board resolutions (délibérations du Conseil d'Administration) of Dunmore Senegal authorizing the execution and delivery of the Guarantee and the Senegalese Collateral Agreement (comprising a nantissement and, if applicable, a cession fiduciaire in favor of the Collateral Agent) are being prepared by C&H in coordination with Theron Moss & Associates SARL. The resolutions are expected to be adop

4. Local Counsel Coordination Theron Moss & Associates SARL has been engaged to provide a Senegalese law legal opinion at closing. The opinion will address the following matters: (i) due organization and valid existence of Dunmore Senegal under Senegalese law; (ii) compliance with the terms and conditions of the PSC for the Cayar Offshore Block; (iii) corporate power and capacity to execute and deliver the Guarantee

1. Formation and Status Dunmore Midstream Holdings Inc. ("Dunmore Midstream") is a corporation incorporated under the laws of the State of Delaware. Dunmore Midstream serves as the holding company for the Dunmore group's pipeline and midstream processing infrastructure assets, including gas gathering systems, compression stations, and a natural gas processing plant located in the Permian Basin, West Texas. A Certific

2. Charter Documents Reviewed We have reviewed the following charter and organizational documents of Dunmore Midstream: (a) Certificate of Incorporation. The Certificate of Incorporation was reviewed. It is in standard form for a Delaware corporation and contains a broad purpose clause permitting the corporation to engage in any lawful activity, including the incurrence of indebtedness and the granting of guarantees

3. Authorization Status Board resolutions of Dunmore Midstream authorizing the execution and delivery of the Guarantee and the U.S. Collateral Agreement are being prepared by C&H and are expected to be adopted by written consent of the board prior to closing. F. Dunmore Trading Ltd.

1. Formation and Status Dunmore Trading Ltd. ("Dunmore Trading") is a private limited company incorporated under the Companies Act 2006 (England & Wales). Dunmore Trading serves as the offtake and commodity trading arm of the Dunmore group, purchasing crude oil and natural gas from the group's production subsidiaries (Dunmore Nigeria, Dunmore Senegal, and Dunmore Gulf) and marketing those commodities to third-party b

2. Charter Documents Reviewed We have reviewed the following charter and organizational documents of Dunmore Trading, in coordination with Cresswell & Greaves LLP: (a) Certificate of Incorporation. The Certificate of Incorporation of Dunmore Trading was reviewed and confirmed. (b) Articles of Association. The Articles of Association are based on the Model Articles for private companies limited by shares (as set out i

3. Authorization Status Board resolutions of Dunmore Trading authorizing the execution and delivery of the Guarantee and the English law debenture (the "Collateral Agreement — England") are being prepared by C&H in coordination with Cresswell & Greaves LLP (Lead Partner: Fiona Halsted; 10 Fenchurch Avenue, London EC3M 5BN). The debenture will create fixed and floating charges over the assets of Dunmore Trading in fav

4. Local Counsel Coordination Cresswell & Greaves LLP has been engaged to provide an English law legal opinion at closing. The opinion will cover: (i) due incorporation and valid existence of Dunmore Trading under the laws of England and Wales; (ii) corporate capacity to execute and deliver the Guarantee and the debenture; (iii) due authorization, execution, and delivery; (iv) enforceability of the Guarantee and the

V. Good Standing and Qualification Certificates The following table summarizes the good standing certificates (or local equivalents) obtained for each Issuer and Guarantor subsidiary: Copies of all certificates and confirmations are included in the Good Standing / Status Certificate Log attached as Exhibit C. Foreign Qualification. We have also reviewed, to the extent applicable, the registrations of each entity to t

VI. Incumbency and Officers Incumbency certificates are being prepared for each Issuer and each Guarantor in a consolidated form for delivery at closing. The incumbency certificates will include the names, titles, and specimen signatures of each officer and director authorized to execute Transaction Documents on behalf of the respective entity. The key officers and directors of DEH, who also serve in various capaciti

VII. Material Intercompany Agreements We have reviewed the material intercompany agreements among DEH and its subsidiaries for consistency with the proposed covenant package set forth in the Indenture and for any restrictions that could impair the ability of any Guarantor to provide its guarantee or grant security. The principal intercompany agreements identified and reviewed are as follows: Intercompany Loan Agreeme

VIII. Existing Debt Instruments We have reviewed the existing debt instruments of the Dunmore group for potential restrictions on the proposed offering, including limitations on the incurrence of additional indebtedness and the granting of additional liens. The existing debt instruments are summarized below. A. ABL Revolving Credit Facility DEH and certain of its subsidiaries are party to an asset-based lending revol

IX. Shareholder Agreements and Investor Rights We have reviewed the shareholder agreement (the "SHA") entered into among DEH, Harborview Capital Partners Fund VI, L.P., the management holders (through a management stockholders' sub-agreement), Solstice Infrastructure Fund LP, and Alderman Family Office LLC in connection with the original 2019 leveraged acquisition of the Dunmore business. The key provisions of the SH

X. Employee and Benefit Matters (Summary) The Dunmore group employs approximately 3,400 employees worldwide, including employees based in the United States (principally Houston, Texas), Nigeria, the United Kingdom, Senegal, and the Cayman Islands. Employee headcount is distributed across the operating subsidiaries based on the location of the group's operations. Employee benefit plans and equity incentive programs ma

XI. Pending Items and Open Issues The following items remain pending and are expected to be resolved prior to the anticipated closing date of May 15, 2025:

1. Board and Member Resolutions. Board resolutions (or written consents of the sole member or manager, as applicable) for all Issuers and Guarantors have been drafted by C&H and are currently in review. All resolutions are expected to be finalized and adopted prior to closing.

2. Harborview Capital Partners Fund VI, L.P. Shareholder Consent. The consent of Harborview Fund VI to the incurrence of material indebtedness, as required under the SHA, is currently in process. Based on discussions with the Harborview team and DEH management, consent is expected to be received prior to the anticipated pricing date of May 12, 2025.

3. Updated Good Standing Certificates. Updated certificates of good standing (or the local equivalent) will be obtained for each entity as of a date as close to the closing date as practicable, in accordance with customary market practice.

4. Incumbency Certificates. Consolidated incumbency certificates for each Issuer and Guarantor are in preparation and will be delivered at closing.

5. Final Local Counsel Confirmations — Nigeria and Senegal. We are awaiting final confirmation from Abayomi Chambers (Nigeria) and Theron Moss & Associates SARL (Senegal) regarding whether any additional regulatory consents or governmental filings are required in their respective jurisdictions in connection with the guarantee and collateral arrangements. Preliminary indications are that no additional consents or fili

6. Foreign Qualification Registrations. We are continuing to confirm whether any entity is conducting business in a jurisdiction outside its jurisdiction of formation where it has not registered or qualified to do business. Preliminary review has not identified any material gaps, but this review remains open pending receipt of additional information from DEH management.

XII. Conclusion Based on the corporate and organizational due diligence review conducted to date, we report the following conclusions:

1. Organization and Existence. All Issuers and Guarantor subsidiaries are duly organized, validly existing, and in good standing (or the local-law equivalent) in their respective jurisdictions of formation. Good standing certificates or status confirmations have been obtained for each entity and are current as of the dates indicated in Section V of this memorandum.

2. Authorization. The charter and organizational documents of each Issuer and Guarantor are sufficient to authorize the execution and delivery of the Indenture, the Guarantees, and the Security Documents, subject in each case to the adoption of the requisite board resolutions or member consents, which are in preparation and are expected to be adopted prior to closing. The shareholder consent of Harborview Capital Par

3. No Material Impediments. No material corporate or organizational impediments to the consummation of the proposed $850,000,000 9.375% Senior Secured Notes due 2032 offering have been identified. The existing debt instruments of the Dunmore group have been reviewed and capacity has been confirmed for the proposed issuance, subject to the receipt of ABL Lender Consent and finalization of the Intercreditor Agreement.

4. Companion Memoranda. This memorandum should be read in conjunction with the following companion due diligence memoranda, which are being prepared concurrently by the C&H due diligence team: • Due Diligence Memorandum — Regulatory and Licensing; • Due Diligence Memorandum — Material Contracts; and • Due Diligence Memorandum — Litigation. We will continue to monitor the pending items and open issues identified in Se