Contract analysis

I. Purpose and Scope This memorandum provides internal Calderwood & Harkness LLP ("C&H") commentary and analysis in connection with the drafting of ESG- and climate-related risk factors for inclusion in the Preliminary Offering Memorandum (targeted distribution date: April 28, 2025) and the Final Offering Memorandum (targeted delivery date: May 14, 2025) for the Rule 144A / Regulation S offering (the "Offering") of $

II. Background — Dunmore's ESG Profile

II.A. Business Overview Relevant to ESG Disclosure An understanding of Dunmore's business profile, asset composition, and geographic footprint is essential to the identification and analysis of material ESG and climate risks requiring disclosure. The following overview summarizes the aspects of Dunmore's business that are most directly relevant to the ESG risk factor drafting exercise. Dunmore is an upstream and mids

II.B. ESG Data Inputs from Barrisford Advisory Group LLC The ESG data underlying the risk factor analysis in this memorandum has been provided by Barrisford Advisory Group LLC, the Company's ESG consultant, with Nathan Reyes Linley CPAs LLP serving as the lead consultant on the engagement. The key data points are as follows: • Scope 1 GHG Emissions (FY 2024): 1.42 million metric tons of carbon dioxide equivalent (CO₂

II.C. Reserves and Asset Exposure The reserves data underlying the risk factor analysis has been provided by the Company's independent reserves engineers, Duval Howard & Partners, under the supervision of Dr. Evelyn Marchetti. The following summary reflects total proved reserves and PV-10 valuations as of December 31, 2024: Several observations are critical for the ESG risk factor analysis: First, the Nigerian assets

III. Applicable Legal and Regulatory Framework

III.A. Securities Act Anti-Fraud Standards The Notes are being offered and sold in reliance on the exemptions from registration provided by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S under the Securities Act. Although the Offering is exempt from the registration requirements of Section 5 of the Securities Act, the OM is nevertheless subject to the anti-fraud provis

III.B. SEC Enforcement Trends — ESG and Climate Disclosure The SEC's approach to ESG and climate disclosure has evolved significantly in recent years, and the engagement team should be aware of several key developments that inform the risk factor drafting exercise. SEC Enforcement Actions. The SEC has brought a number of enforcement actions in recent years targeting companies that made materially misleading ESG-relat

III.C. Private Securities Litigation Reform Act (PSLRA) Safe Harbor The PSLRA, enacted in 1995, provides a statutory safe harbor for forward-looking statements under Section 27A of the Securities Act and Section 21E of the Exchange Act. Under the statutory safe harbor, a forward-looking statement is not actionable in a private securities fraud action if it is identified as a forward-looking statement and is accompani

III.D. Bespeaks Caution Doctrine Under the common-law "bespeaks caution" doctrine, developed through judicial precedent principally in the Second Circuit and other federal circuits, forward-looking statements that are accompanied by meaningful, specific, and substantive cautionary language may be immunized from securities fraud liability on the ground that no reasonable investor would be misled by a forward-looking s

III.E. International and Multi-Jurisdictional Considerations Dunmore's operations span multiple jurisdictions, each with its own evolving ESG-related regulatory framework. While the OM is governed primarily by U.S. securities law, the international regulatory landscape is relevant to the ESG risk factor analysis for several reasons: it informs investor expectations regarding the quality and specificity of ESG disclos

IV.A. Framework for Determining Materiality of ESG Risks The materiality standard for securities law purposes is well established. Under TSC Industries, Inc. v. Northway, Inc., 426 U.S. 438 (1976), and Basic Inc. v. Levinson, 485 U.S. 224 (1988), information is material if there is a "substantial likelihood that a reasonable [investor] would consider it important" in making an investment decision. The standard does n

IV.B. Climate-Transition Risk — Materiality Assessment Climate-transition risk refers to the risk that regulatory changes, market shifts toward decarbonization, technological disruption, or changes in investor and consumer preferences render hydrocarbon reserves less valuable, less economic, or entirely "stranded." This risk manifests through multiple channels, including the potential for declining long-term demand f

IV.C. Physical Climate Risk — Materiality Assessment Physical climate risk encompasses both acute risks (discrete, event-driven impacts such as hurricanes, flooding, and storm surges) and chronic risks (longer-term, trend-driven impacts such as rising sea levels, sustained temperature extremes, and changing precipitation patterns). Both categories of physical climate risk are relevant to Dunmore given the geographic

IV.D. Regulatory and Policy Risk — Materiality Assessment The regulatory and policy risk category encompasses the risk that new or more stringent environmental, emissions, and sustainability regulations in any of Dunmore's operating jurisdictions will increase compliance costs, restrict operations, require additional capital investment, or otherwise adversely affect the Company's business, financial condition, and re

IV.E. Reputational and Social License Risk — Materiality Assessment Reputational risk and social license risk are particularly acute for oil and gas companies operating in the Niger Delta region of Nigeria. Dunmore's OML 47 and OML 63 operations are located in a region that has been the site of decades of tension between oil and gas operators, local communities, and the Nigerian government, arising from environmental

IV.F. ESG Forward-Looking Statement Risk — Materiality Assessment Dunmore's publicly announced net-zero by 2050 commitment and its ESG-related disclosures in the OM create a distinct category of risk: the risk that the Company fails to achieve its stated commitments, that its ESG metrics are revised or challenged, or that the very act of making ESG-related commitments and disclosures creates litigation, regulatory, o

V. Proposed Risk Factor Drafting — Section-by-Section Commentary This section provides detailed drafting commentary and guidance for each of the five proposed standalone ESG and climate risk factors recommended for inclusion in the OM. The actual draft risk factor language will be set forth in the companion OM Supplement — Risk Factors: ESG and Climate; this section provides the analytical framework, content guidance

V.A. Risk Factor 1: "Climate change, including the transition to lower-carbon energy sources, may adversely affect demand for our products, the value of our reserves, and our financial condition." Scope of Disclosure. This risk factor should address climate-transition risk comprehensively, encompassing the potential for reduced global demand for oil and gas as a result of the shift toward renewable and lower-carbon e

V.B. Risk Factor 2: "Physical effects of climate change, including extreme weather events, may disrupt our operations and damage our assets." Scope of Disclosure. This risk factor should address both acute and chronic physical climate risks. Acute risks include discrete, event-driven impacts such as hurricanes, tropical storms, flooding, storm surges, and extreme precipitation events. Chronic risks include longer-ter

V.C. Risk Factor 3: "Evolving ESG-related laws, regulations, and stakeholder expectations may increase our compliance costs, restrict our operations, and impact our access to capital." Scope of Disclosure. This risk factor should address the rapidly evolving and increasingly complex regulatory landscape for ESG disclosure and emissions regulation across the multiple jurisdictions in which Dunmore operates. It should

V.D. Risk Factor 4: "Our operations in Nigeria expose us to community relations risks, including operational disruption and reputational harm." Scope of Disclosure. This risk factor should address the social and community-relations risks specific to Dunmore's Nigerian operations, with particular focus on OML 47 and OML 63 in the Niger Delta region. The Niger Delta has a well-documented history of tensions between oil