Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the U.S. federal income tax consequences of the proposed issuance by Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted company, and Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation, as co-issuers (collectively, the "Issuers"), of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due May 1, 2032 (the "No

II. Transaction Overview and Relevant Terms A. The Notes — Key Economic Terms The following summary of the material terms of the Notes is based on our review of the draft Indenture (dated May 8, 2025), the draft Offering Memorandum (dated May 10, 2025), the term sheet circulated by the Initial Purchasers (dated May 7, 2025), and related transaction documents. Issuers. The Notes will be issued jointly by (i) Dunmore E

1. Dunmore Nigeria E&P Ltd. — a Nigerian limited liability company

2. Dunmore Senegal S.A. — a Senegalese société anonyme

3. Dunmore Trading Ltd. — a company incorporated in England and Wales

4. Dunmore Gulf Operations LLC — a Delaware limited liability company

5. Dunmore Renewables LLC — a Delaware limited liability company

6. Dunmore Midstream Holdings Inc. — a Delaware corporation The Notes will be secured by first-priority liens on the following collateral: (i) the equity interests in each Guarantor and in certain other subsidiaries of DEH, (ii) substantially all tangible and intangible assets of the Issuers and Guarantors (including equipment, intellectual property, and real property interests), (iii) intercompany receivables, (iv)

III. Classification of the Notes as Debt for U.S. Federal Income Tax Purposes A. Debt vs. Equity Analysis The characterization of the Notes as debt or equity for U.S. federal income tax purposes is a threshold question that affects virtually every aspect of the tax analysis. If the Notes were treated as equity, the consequences would be materially adverse: payments of "interest" would be recharacterized as dividends

IV. Original Issue discount ("OID") Analysis A. Determination of OID The determination of whether the Notes have been issued with OID, and if so, the amount and treatment of that OID, is governed by Sections 1271 through 1275 of the Code and the Treasury Regulations promulgated thereunder. Under Section 1273(a)(1) of the Code, OID is the excess of a debt instrument's "stated redemption price at maturity" over its "is

V. U.S. Holders — Tax Consequences A. Definition of "U.S. Holder" For purposes of this memorandum, a "U.S. Holder" is a beneficial owner of a Note that is, for U.S. federal income tax purposes: (i) a citizen or individual resident of the United States; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any

VI. Non-U.S. Holders — Tax Consequences A. Definition of "Non-U.S. Holder" For purposes of this memorandum, a "Non-U.S. Holder" is a beneficial owner of a Note that is not a U.S. Holder (as defined in Section V.A above) and is not a partnership (or other entity or arrangement treated as a partnership) for U.S. federal income tax purposes. A Non-U.S. Holder is generally a nonresident alien individual, a foreign corpor