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Contract analysis / om-risk-factors-esg-climate.docx
om-risk-factors-esg-climate.docx
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1. Partner Review. This draft is subject to review and comment by Jennifer Kwon (responsi
1. Partner Review. This draft is subject to review and comment by Jennifer Kwon (responsible partner, Capital Markets). Please circulate to Jennifer following completion of the first-round associate review. This draft should be coordinated with the companion greenwashing liability analysis memorandum and the net-zero commitment disclosure review memorandum, each prepared by Calderwood & Harkness LLP.
2. ESG Data Verification. Cross-reference to the ESG Data Verification Checklist (C&H int
2. ESG Data Verification. Cross-reference to the ESG Data Verification Checklist (C&H internal document), confirming the following data points sourced from Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, lead consultant): • Scope 1 GHG emissions: 1.42 million metric tons CO₂e (FY 2024) • Scope 2 GHG emissions: 0.18 million metric tons CO₂e (FY 2024) • Community development spend (Nigeria): $14.2 million
3. Framework Coordination. This supplement should be read in conjunction with the ESG Dis
3. Framework Coordination. This supplement should be read in conjunction with the ESG Disclosure Framework Memorandum (C&H internal analysis) analyzing SASB, TCFD, and ISSB standards applicable to a high-yield oil and gas offering. The framework memorandum addresses the alignment (and gaps) between Dunmore's current ESG reporting and the requirements of each framework.
4. Safe Harbor Limitations. Note that the safe-harbor provisions of the Private Securitie
4. Safe Harbor Limitations. Note that the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995 are not available for forward-looking statements made in connection with a securities offering (including an offering under Rule 144A and Regulation S). However, the inclusion of cautionary language regarding forward-looking ESG statements is consistent with anti-fraud best practices and may provid
5. Management Confirmation. Please confirm with Alistair Forde (Dunmore General Counsel)
5. Management Confirmation. Please confirm with Alistair Forde (Dunmore General Counsel) that all ESG-related risk factors have been reviewed by management and are consistent with Dunmore's internal records, board minutes, public statements, sustainability reports, and press releases. Any inconsistencies should be flagged for resolution prior to finalization.
6. Layout Instruction. In the final Offering Memorandum layout, this section should be ty
6. Layout Instruction. In the final Offering Memorandum layout, this section should be typeset to immediately follow the sanctions, OFAC, and anti-corruption risk factors supplement, within the "Risk Factors" section of the Offering Memorandum. End of ESG and Climate Risk Factors Supplement Emissions Category | FY 2024 (million metric tons CO₂e) Scope 1 (direct emissions) | 1.42 Scope 2 (indirect emissions from purch