Contract analysis

I. Executive Summary and Purpose of Memorandum This memorandum analyzes the appropriate scope and language of sanctions-related representations, warranties, and covenants to be included in the transaction documents in connection with the offering by Dunmore Energy Holdings Ltd. ("DEH" or the "Issuer") and Dunmore upstream Finance Corp. ("DUFC" or the "Co-Issuer," and together with DEH, the "Issuers") of $850,000,000

II. Background on Dunmore's Operations and Sanctions Exposure Profile A. Overview of the Offering The Notes will be issued in an aggregate principal amount of $850,000,000, bearing interest at a rate of 9.375% per annum, with a maturity date of May 1, 2032. The Notes will be offered in a private placement under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buye

1. Dunmore Nigeria E&P Ltd., a company incorporated 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., a société anonyme organized under the laws of the Republic of Senegal;

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

6. Dunmore Trading Ltd., a private limited company incorporated under the laws of England and Wales. The Notes will be issued at a price of 98.50% of par, resulting in gross proceeds to the Issuers of approximately $837,250,000. The Issuers intend to use the proceeds as follows: The allocation of a significant portion of the proceeds — $250,000,000 — to Cayar Offshore Phase II development capital expenditures, which

III. Applicable Legal Framework A. OFAC Sanctions Regime The Office of Foreign Assets Control of the U.S. Department of the Treasury administers and enforces economic and trade sanctions programs based on U.S. foreign policy and national security goals. The OFAC sanctions regime is the primary regulatory framework relevant to the sanctions representations and covenants in the Indenture and Purchase Agreement. SDN Lis

IV. Sanctions Screening — Summary of Sandoval Compliance Solutions Results Sandoval Compliance Solutions LLC, with Rosa Medina serving as Lead Consultant, completed comprehensive sanctions screening on April 25, 2025. The scope of the screening was as follows: Screened Parties. The screening covered all entities within the Dunmore group, including: • Dunmore Energy Holdings Ltd. (Issuer) • Dunmore upstream Finance Co

1. The completed screening should be referenced in the background representations in the Indenture and Purchase Agreement to demonstrate the diligence undertaken by the Issuers and Guarantors in connection with the offering.

2. The right to require updated screening prior to closing (expected May 15, 2025) should be reserved in the Purchase Agreement, and Sandoval should be instructed to perform a bring-down screening within 48 hours prior to closing to confirm no changes have occurred.

3. An ongoing quarterly monitoring obligation should be implemented post-closing. This obligation will be addressed separately in the Post-Closing Sanctions Monitoring Protocol memorandum to be delivered to Alistair Forde, General Counsel of the Dunmore group, following the closing. As discussed in Section VII.B below, we recommend making quarterly screening an affirmative covenant obligation in the Indenture rather

V. Recommended Representations and Warranties — Indenture A. Sanctions Status Representation (Section [___] of the Indenture) The central sanctions representation in the Indenture should confirm that neither the Issuers, any Guarantor, nor any of their respective directors, officers, employees, or — to the knowledge of the Issuers — agents or affiliates acting on their behalf, is a person that is, or is owned or cont

VI. Recommended Representations and Warranties — Purchase Agreement A. Mirror Representations in Purchase Agreement The Purchase Agreement should contain sanctions representations that substantially mirror the representations included in the Indenture. Consistency between the Indenture and Purchase Agreement representations is important for several reasons: it avoids the risk that a representation breach under one do

VII. Recommended Affirmative and Negative Covenants — Indenture A. Use of Proceeds — Sanctions Negative Covenant The most critical covenant provision in the Indenture from a sanctions compliance perspective is the negative covenant restricting the use of proceeds. We recommend the following formulation: The Issuers shall not, and shall not permit any Guarantor or any subsidiary to, directly or indirectly, use the pro

VIII. Event of Default Provisions A. Cross-Reference to Sanctions Representations and Covenants The Indenture should provide that a breach of the sanctions representations and covenants constitutes an Event of Default. The consequences and cure periods associated with such a breach should be tailored to the severity and nature of the breach, as follows: (i) Breach of Sanctions Status Representation (Section V.A). A b

IX. Specific Drafting Considerations A. Definition of "Sanctions" We propose the following definition of "Sanctions" for inclusion in the Indenture: "Sanctions" means any economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by (i) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.