Contract analysis

I. Executive Summary This memorandum sets forth our analysis of the principal United States federal income tax consequences and Cayman Islands tax treatment applicable to the issuance of, and investment in, $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") by Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted company (Cayman Registry No. MC-384726), and Dunmore

II. Factual Background A. The Offering The Notes consist of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due May 1, 2032. The Notes are being co-issued by DEH and DUFC, with DEH serving as the primary operating issuer and DUFC serving as co-issuer for certain U.S. capital markets and regulatory purposes. The Notes will be issued at a price of 98.50% of par, yielding aggregate gross proceeds

1. Dunmore Nigeria E&P Ltd. — organized under the laws of the Federal Republic of Nigeria;

2. Dunmore Gulf Operations LLC — a Delaware limited liability company;

3. Dunmore Renewables LLC — a Delaware limited liability company;

4. Dunmore Senegal S.A. — organized under the laws of the Republic of Senegal;

5. Dunmore Midstream Holdings Inc. — a Delaware corporation; and

6. Dunmore Trading Ltd. — organized under the laws of England and Wales. The guarantees are senior secured obligations of each Guarantor and will rank pari passu in right of payment with all existing and future senior indebtedness of each Guarantor, and senior to all existing and future subordinated indebtedness of each Guarantor. The guarantees will be secured by first-priority liens on the Notes Priority Collateral

III. Classification of the Notes as Debt for U.S. Federal Income Tax Purposes A. Debt vs. Equity Analysis The threshold question for U.S. federal income tax purposes is whether the Notes will be treated as indebtedness or as equity interests in the Issuers. The classification of an instrument as debt or equity is a question of federal tax law, determined by reference to the economic substance of the arrangement rathe

IV. Original Issue discount (OID) Analysis A. Determination of OID Under Section 1273 of the Code, a debt instrument is issued with OID if its "issue price" is less than its "stated redemption price at maturity." The stated redemption price at maturity of the Notes is $850,000,000 (the face or par amount of the Notes, which equals the sum of all payments due at maturity, excluding qualified stated interest payments).

V. U.S. Federal Withholding Tax Analysis A. Withholding on Interest Payments to Non-U.S. Holders Under the general rule of Sections 1441 and 1442 of the Code, U.S.-source interest (including OID) paid to a non-resident alien individual or a foreign corporation is subject to U.S. federal withholding tax at a rate of 30% (or a lower rate specified by an applicable income tax treaty). The withholding obligation is impos

VI. FATCA Withholding Analysis A. Overview of FATCA (IRC §§ 1471–1474) The Foreign Account Tax Compliance Act ("FATCA"), enacted as part of the Hiring Incentives to Restore Employment ("HIRE") Act of 2010 and codified in Sections 1471 through 1474 of the Code, imposes a 30% withholding tax on certain "withholdable payments" made to foreign financial institutions ("FFIs") and non-financial foreign entities ("NFFEs") t

VII. Cayman Islands Tax Treatment A. Current Tax Regime The Cayman Islands does not currently impose any form of direct taxation on companies, individuals, or other entities. Specifically, the Cayman Islands does not impose: • Income tax (corporate or individual); • Capital gains tax; • Withholding tax on payments of dividends, interest, royalties, or other amounts; • Net worth or net asset tax; or • Estate, inherita

VIII. Tax Gross-Up and Additional Amounts — Indenture Provisions A. Overview

Section 4.06 of the Indenture contains customary tax gross-up provisions (the "Additional Amounts" covenant) requiring the Issuers and the Guarantors to pay "additional amounts" to holders of the Notes in the event that any withholding or deduction for or on account of taxes is required by law to be made from payments of interest or principal on the Notes. The purpose of the Additional Amounts covenant is to ensure t