Contract analysis

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Contract analysis / due-diligence-request-list.xlsx

due-diligence-request-list.xlsx

High · 0 Medium · 1 Standard · 3

I-1 | Charter Documents | Memorandum and Articles of Association (current, as amended) of

I-2 | Charter Documents | Certificate of Incorporation / Certificate of Registration | Dun

I-3 | Charter Documents | Certificate of Incorporation and Bylaws of the Co-Issuer | Dunmo

I-4 | Charter Documents | Certificate of Incorporation / Formation documents and Bylaws /

I-4 | Charter Documents | Certificate of Incorporation / Formation documents and Bylaws / LLC Agreement / Articles of Association for each Guarantor subsidiary | Dunmore Nigeria E&P Ltd.; Dunmore Gulf Operations LLC; Dunmore Renewables LLC; Dunmore Senegal S.A.; Dunmore Midstream Holdings Inc.; Dunmore Trading Ltd. | Nigeria; Delaware; Delaware; Senegal; Delaware; England & Wales | 2025-04-21 | Pending

I-5 | Good Standing | Certificates of good standing / compliance for the Issuer, Co-Issuer

I-6 | Organizational Chart | Current corporate organizational chart showing all subsidiari

I-6 | Organizational Chart | Current corporate organizational chart showing all subsidiaries, ownership percentages, and jurisdictions of formation | Dunmore Energy Holdings Ltd. (consolidated) | All | 2025-04-21 | Pending | Should reflect: Harborview Capital Partners Fund VI, L.P. (62.4%); Management/Directors (18.3%); Solstice Infrastructure Fund LP (11.1%); Alderman Family Office LLC (8.2%)

I-7 | Board/Manager Minutes | Board of directors / managers meeting minutes and written co

I-8 | Shareholder/Member Records | Shareholder register / member register; capitalization

I-9 | Officers & Directors | List of current officers and directors (with titles and appoi

I-10 | Incumbency | Specimen signatures of all authorized signatories for the Issuer, Co-I

I-10 | Incumbency | Specimen signatures of all authorized signatories for the Issuer, Co-Issuer, and each Guarantor | All | Multiple | 2025-04-21 | Pending

I-11 | Registered Agents | List of registered agents and registered offices in each jurisd

I-12 | Qualification | Certificates of authority / foreign qualification in each state or

I-13 | Corporate Governance | Copies of all corporate governance guidelines, committee cha

I-14 | Powers of Attorney | Copies of any outstanding powers of attorney granted by any Is

I-14 | Powers of Attorney | Copies of any outstanding powers of attorney granted by any Issuer or Guarantor | All | Multiple | 2025-04-21 | Pending

I-15 | Prior Transactions | Copies of documents relating to any mergers, acquisitions, dis

I-15 | Prior Transactions | Copies of documents relating to any mergers, acquisitions, dispositions, or reorganizations within the past five years | All | Multiple | 2025-04-21 | Pending

I-16 | Subsidiary Ledger | Complete list of all direct and indirect subsidiaries (includin

I-16 | Subsidiary Ledger | Complete list of all direct and indirect subsidiaries (including dormant entities), with jurisdiction of formation, date of formation, and ownership percentage | Dunmore Energy Holdings Ltd. | All | 2025-04-21 | Pending

I-17 | Joint Ventures | Copies of all joint venture agreements, partnership agreements, an

I-18 | Authorizing Resolutions | Board and shareholder resolutions authorizing the issuanc

I-19 | Seal / Chop | Copies of corporate seal impressions or company chops, if applicable

I-20 | Amendments | Copies of all amendments to charter documents, bylaws, or operating ag

II-1 | Audited Financials | Audited consolidated financial statements (including notes) fo

II-1 | Audited Financials | Audited consolidated financial statements (including notes) for the three most recent fiscal years (FY 2022, FY 2023, FY 2024) | Dunmore Energy Holdings Ltd. (consolidated) | FY 2022–2024 | 2025-04-21 | Pending | Auditor: Alverton & Co. LLP (Graham Stillwell, Lead Engagement Partner); FY 2024 Revenue: $2,140,000,000; EBITDA: $816,000,000; Net Income: $294,000,000

II-2 | Audit Letters | Management representation letters to independent auditors for the t

II-2 | Audit Letters | Management representation letters to independent auditors for the three most recent fiscal years | Dunmore Energy Holdings Ltd. | FY 2022–2024 | 2025-04-21 | Pending

II-3 | Interim Financials | Unaudited interim consolidated financial statements (quarterly

II-3 | Interim Financials | Unaudited interim consolidated financial statements (quarterly) for FY 2025 to the most recent available date | Dunmore Energy Holdings Ltd. (consolidated) | Q1 2025 | 2025-04-21 | Pending

II-4 | Balance Sheet | Most recent consolidated balance sheet, including detail on total a

II-5 | Capital Expenditures | Schedule of capital expenditures for the past three fiscal y

II-5 | Capital Expenditures | Schedule of capital expenditures for the past three fiscal years and current year budget (FY 2024: $387,000,000) | Dunmore Energy Holdings Ltd. (consolidated) | FY 2022–2025E | 2025-04-21 | Pending

II-6 | Debt Schedule | Schedule of all outstanding indebtedness, including principal amoun Standard

⚑ Commercial term

II-6 | Debt Schedule | Schedule of all outstanding indebtedness, including principal amounts, interest rates, maturity dates, security, and any financial covenants | All Issuers and Guarantors | Current | 2025-04-21 | Pending | ABL Revolver: $470M drawn / $750M commitment, SOFR+275bps, matures June 2028 (Velthorn National Bank, N.A.); 7.50% Sr. Unsecured Notes due Oct 2028: $850M outstanding

II-7 | Projections | Financial projections / forecasts / budgets prepared by management fo

II-7 | Projections | Financial projections / forecasts / budgets prepared by management for the next five years, if available | Dunmore Energy Holdings Ltd. | FY 2025–2029 | 2025-04-21 | Pending

II-8 | Working Capital | Working capital analysis and any seasonal borrowing patterns on t

II-9 | Bank Accounts | Schedule of all deposit accounts, securities accounts, and commodit

II-10 | Credit Agreements | Copies of (a) the ABL Credit Agreement with Velthorn National

II-10 | Credit Agreements | Copies of (a) the ABL Credit Agreement with Velthorn National Bank, N.A. (including all amendments), and (b) the indenture governing the existing 7.50% Senior Unsecured Notes due 2028 | Dunmore Energy Holdings Ltd. | Current | 2025-04-21 | Pending | ABL Agent's Counsel: Pruitt Halsey LLP, 600 Travis Street, Suite 4000, Houston, TX 77002

II-11 | Guarantees | Schedule of all guarantees, letters of credit, surety bonds, and othe

II-12 | Hedging | Schedule of all derivative and hedging agreements (commodity, interest r Standard

⚑ Commercial term

II-13 | Intercompany | Schedule of all intercompany loans, receivables, payables, and tran

II-14 | Rating Agency | Copies of all correspondence with rating agencies and current rati

II-15 | Use of Proceeds | Detailed breakdown of the anticipated use of proceeds from the o Standard

⚑ Commercial term

II-15 | Use of Proceeds | Detailed breakdown of the anticipated use of proceeds from the offering ($850M gross proceeds less OID of $12,750,000 and estimated fees/expenses) | Dunmore Energy Holdings Ltd. | Closing date | 2025-04-21 | Pending | Expected uses: Cayar Offshore Phase II development ($250M); refinance portion of ABL ($350M); general corporate purposes ($237.25M)

II-16 | Pro Forma Financials | Pro forma capitalization and pro forma consolidated balance

II-17 | Internal Controls | Description of internal controls over financial reporting, inc

II-17 | Internal Controls | Description of internal controls over financial reporting, including any material weaknesses or significant deficiencies identified | Dunmore Energy Holdings Ltd. | FY 2024 | 2025-04-21 | Pending

II-18 | Related Party Transactions | Schedule and description of all related party transac

III-1 | Nigerian E&P Licenses | Oil Mining Leases (OML 47 and OML 63): copies of the origi

III-2 | Nigerian Regulatory Approvals | All approvals, consents, and no-objection letters

III-2 | Nigerian Regulatory Approvals | All approvals, consents, and no-objection letters from the Nigerian National Petroleum Company (NNPC) and the Department of Petroleum Resources (DPR) in connection with Dunmore's operations and any security interests | Dunmore Nigeria E&P Ltd. | Nigeria — NNPC / DPR | 2025-04-21 | Pending | Nigerian counsel: Abayomi Chambers (Chidinma Okafor), 14 Broad Street, Victoria Island,

III-3 | Senegal PSC | Production Sharing Contract for the Cayar Offshore Block: full execu

III-4 | Senegal Permits | All exploration and production permits, environmental authorizat

III-5 | GoM Permits — BOEM/BSEE | Copies of all BOEM and BSEE permits, lease assignments, Medium

⚑ Assignment / subcontracting

III-6 | GoM Lease Instruments | Copies of all OCS lease instruments, unit agreements, and

III-7 | Texas Renewables | Permits, interconnection agreements, power purchase agreements,

III-8 | Midstream Permits | All FERC, state railroad commission, and pipeline safety permi

III-9 | Trading Licenses | FCA authorization, EMIR reporting status, and any other regulat

III-10 | Anti-Corruption Compliance | Copies of FCPA and UK Bribery Act compliance policie

III-11 | Sanctions Compliance | Sanctions compliance policies and procedures; results of a

III-11 | Sanctions Compliance | Sanctions compliance policies and procedures; results of any prior OFAC, EU, or UK sanctions screening; any voluntary self-disclosures or enforcement actions | All Issuers and Guarantors | Multiple | 2025-04-21 | Pending | OFAC screening being conducted by Sandoval Compliance Solutions LLC (Rosa Medina); completed April 25, 2025

III-12 | Export Controls | Export control compliance policies and any BIS licenses or auth

III-13 | Government Investigations | Description of any pending or threatened government i

III-14 | Nigerian Content Requirements | Documentation of compliance with the Nigerian Oil

III-15 | Data Privacy | Copies of data privacy and data protection policies, GDPR complian

IV-1 | Environmental Permits | Copies of all environmental permits, approvals, and complia

IV-2 | EIAs | Environmental Impact Assessments for OML 47, OML 63, Cayar Offshore Block, G

IV-3 | Spill / Incident Reports | Records of any oil spills, gas releases, environmental i

IV-4 | GHG Emissions Data | Scope 1 and Scope 2 greenhouse gas emissions data for the past

IV-4 | GHG Emissions Data | Scope 1 and Scope 2 greenhouse gas emissions data for the past three fiscal years (FY 2024: Scope 1 = 1.42 million metric tons CO₂e; Scope 2 = 0.18 million metric tons CO₂e) | Dunmore Energy Holdings Ltd. (consolidated) | All | 2025-04-21 | Pending | ESG data prepared by Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP), 1700 K Street NW, Suite 900, Washington, DC 20006

IV-5 | Methane / Flaring | Gas flaring and methane emissions data, including flaring inten

IV-6 | Community Development | Records of community development and social investment expe

IV-7 | Net-Zero Commitment | Documentation supporting Dunmore's net-zero by 2050 commitmen

IV-7 | Net-Zero Commitment | Documentation supporting Dunmore's net-zero by 2050 commitment, including any published sustainability reports, board-approved targets, and interim milestones | Dunmore Energy Holdings Ltd. | All | 2025-04-21 | Pending