Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to analyze the sanctions exposure of Dunmore Energy Holdings Ltd. ("Dunmore," "DEH," or the "Company"), a Cayman Islands-exempted company, and its subsidiaries (collectively, the "Dunmore Group"), in connection with the proposed issuance of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). The Notes are to be issued by

II. BACKGROUND A. Dunmore's Operational Footprint Dunmore is an independent exploration and production company with a diversified portfolio of upstream oil and gas assets, midstream infrastructure, commodity trading operations, and renewable energy installations. The following is a description of each material asset and entity within the Dunmore Group, organized by geographic location, with particular emphasis on the

III. APPLICABLE SANCTIONS REGIMES This Section provides an overview of the three principal sanctions regimes applicable to the proposed offering and the Dunmore Group's ongoing operations. Given the U.S.-dollar denomination of the Notes, the U.S. governing law, and the involvement of U.S. financial institutions, OFAC jurisdiction is the primary sanctions framework. However, the multi-jurisdictional character of the D

IV. SCREENING METHODOLOGY AND SCOPE A. Engagement of Sandoval Compliance Solutions LLC Rosa Medina, Lead Consultant, of Sandoval Compliance Solutions LLC ("Sandoval"), located at 1120 Connecticut Avenue NW, Suite 600, Washington, DC 20036, was engaged to conduct comprehensive sanctions screening in connection with the proposed Notes offering. Sandoval is a recognized provider of sanctions compliance, anti-money laund

1. OFAC Specially Designated Nationals and blocked Persons List (SDN List) — the primary OFAC sanctions list, current as of the date of screening (April 25, 2025).

2. OFAC Sectoral Sanctions Identifications List (SSI List) — the OFAC list identifying entities subject to sectoral sanctions, current as of the date of screening.

3. OFAC Consolidated Non-SDN List — a consolidated list that includes several OFAC sub-lists, specifically: (a) the Foreign Sanctions Evaders List ("FSE List"), which identifies foreign individuals and entities that have been determined to have violated, attempted to violate, conspired to violate, or caused a violation of U.S. sanctions; (b) the Palestinian Legislative Council List ("PLC List"), which identifies memb

4. EU Consolidated Sanctions List — maintained by the European External Action Service, current as of the date of screening.

5. UK OFSI Consolidated List — maintained by HM Treasury's Office of Financial Sanctions Implementation, current as of the date of screening.

6. United Nations Security Council Consolidated List — maintained by the Security Council's Sanctions Committees, included as a supplementary screening measure. The UN list largely overlaps with the OFAC, EU, and UK lists but may include designations not yet transposed into national lists in certain cases. Sandoval confirmed in its report that all lists were accessed in their most recently published versions as of Ap

1. Dunmore Group Entities. All eight legal entities within the Dunmore Group were screened, specifically: (a) Dunmore Energy Holdings Ltd. (Cayman Islands); (b) Dunmore Universal Finance Corp. (Cayman Islands); (c) Dunmore Nigeria E&P Ltd. (Nigeria); (d) Dunmore Gulf Operations LLC (Delaware); (e) Dunmore Renewables LLC (Delaware); (f) Dunmore Senegal S.A. (Senegal); (g) Dunmore Midstream Holdings Inc. (Delaware); an

2. Officers and Directors of DEH and Subsidiaries. All directors and executive officers of DEH and each of its material subsidiaries were included within the screening scope. Key individuals include: (a) Marcus Ellingham, Chief Executive Officer of DEH; (b) Deepa Rajaram, Chief Financial Officer of DEH; (c) Alistair Forde, General Counsel and Secretary of DEH; (d) Lady Constance Harrowby, Chair of the Board of Direct

3. Ownership/Investors. The following equity holders and their principals were screened: (a) Harborview Capital Partners Fund VI, L.P., including its general partner, Harborview Capital Partners LLC, and the key personnel noted above (Elaine Prescott and David Stein); (b) Solstice Infrastructure Fund LP, including its general partner and principals identified in the due diligence materials; and (c) Alderman Family Of

4. Nigerian National Petroleum Company (NNPC). NNPC was screened as an entity, along with its key executives, board members, and material affiliated entities. As a state-owned enterprise of the Federal Republic of Nigeria, NNPC's sanctions profile requires particular attention. NNPC holds statutory back-in rights in OML 47 and OML 63, creating a structural relationship with Dunmore Nigeria that will persist throughou

5. Joint Venture Partners. All joint venture partners in each of Dunmore's material operating assets were screened: (a) OML 47 joint venture partners, as identified in the Joint Operating Agreement and the due diligence materials provided by Dunmore; (b) OML 63 joint venture partners, as identified in the Joint Operating Agreement and the due diligence materials; (c) Cayar Offshore Severin & Co., as identified in the

6. Material Counterparties. Parties to material commercial agreements with Dunmore Group entities were screened, with particular emphasis on: (a) Counterparties to crude oil offtake agreements entered into by Dunmore Trading, including both term and spot counterparties with transaction volumes exceeding $10 million in the twelve months ended December 31, 2024; (b) Counterparties to material service contracts (drillin

7. Transaction Participants. All parties to the proposed Notes offering were screened, including: (a) Ridgeline Capital Markets LLC (lead left bookrunner); (b) Clarion Securities Inc. (joint bookrunner); (c) Pinnacle Partners LLC (co-manager); (d) Northgate Trust Company, N.A. (Trustee and Collateral Agent); (e) Beacon Fiduciary Services LLC (Paying Agent and Registrar); (f) Velthorn National Bank, N.A. (Escrow Agent

8. Senegalese Government Counterparties. Parties to the Cayar Offshore Block PSC and related government counterparties were screened, including officials of the Ministère de l'Énergie, the Société des Pétroles du Sénégal ("Petrosen," the Senegalese national oil company), and local regulatory authorities identified in the due diligence materials. D. Screening Approach Sandoval's screening methodology combines automate

V. SCREENING RESULTS A. Summary of Results Sandoval's comprehensive sanctions screening, completed on April 25, 2025, returned no confirmed hits against any of the screened lists — specifically, the OFAC SDN List, the OFAC SSI List, the OFAC Consolidated Non-SDN List (including the FSE, PLC, NS-MBS, CAPTA, and NS-CMIC sub-lists), the EU Consolidated Sanctions List, the UK OFSI Consolidated List, and the UN Security C

VI. ANALYSIS OF COUNTRY-SPECIFIC SANCTIONS RISK A. Nigeria Nigeria is not the subject of a comprehensive OFAC sanctions program. There is no country-wide embargo or asset-blocking regime targeting Nigeria, and U.S. persons are generally permitted to engage in commercial activities in and with Nigeria, subject to compliance with the SDN List and other applicable OFAC lists. However, selected Nigerian persons and entit

VII. IMPLICATIONS FOR TRANSACTION DOCUMENTS A. Indenture Provisions The Indenture, expected to be dated as of May 15, 2025, among DEH and DUFC (as Co-Issuers), the Guarantors, and Northgate Trust Company, N.A. (as Trustee and Collateral Agent), will contain sanctions-related representations and covenants designed to protect the Initial Purchasers, the Trustee, and the holders of the Notes against the risk that the Is