Contract analysis

1. Transaction Overview Dunmore Energy Holdings Ltd. ("DEH" or the "Issuer"), a Cayman Islands exempted company operating upstream and midstream oil and gas assets in West Africa and the Gulf of Mexico with a nascent renewable energy portfolio, proposes to issue $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") in a private offering pursuant to Rule 144A under the Securitie

2. Parties 2.1 Issuer DEH is the ultimate parent holding company of the Dunmore group and serves as the primary obligor under the Notes. DEH holds, directly or indirectly through intermediate holding companies, all of the equity interests in the Guarantor subsidiaries and other operating subsidiaries within the Dunmore group. 2.2 Co-Issuer DUFC is a wholly-owned subsidiary of DEH and has been formed solely for the pu

3. Key Terms of the Notes 3.1 Securities 9.375% Senior Secured Notes due 2032 (the "Notes"). 3.2 Aggregate Principal Amount $850,000,000. 3.3 Issue Price The Notes will be issued at an issue price of 98.50% of par, resulting in an original issue discount ("OID") of 1.50%. The OID will be amortized over the life of the Notes for U.S. federal income tax purposes. Holders who purchase Notes at the initial offering price

4. Use of Proceeds The estimated gross proceeds from the Offering will be approximately $837,250,000 (reflecting the 98.50% issue price). The Issuers intend to use the gross proceeds from the Offering as follows: Reconciliation: $450,000,000 + $250,000,000 + $114,750,000 + $22,500,000 = $837,250,000. The partial repayment of the existing 7.50% Senior Unsecured Notes due October 2028 will reduce the outstanding princi

5. Fee Structure 5.1 Gross Spread The aggregate gross spread payable by the Issuers to the Initial Purchasers will be 2.00% of the aggregate principal amount of the Notes, calculated as follows: The gross spread will be deducted from the gross proceeds at settlement and allocated among the Initial Purchasers in accordance with their respective allocations as set forth in Section 6 herein. 5.2 Other Estimated Expenses

6. Allocation Among Initial Purchasers The aggregate principal amount of the Notes will be allocated among the Initial Purchasers as follows: The allocations set forth above are indicative and subject to adjustment by agreement among the Initial Purchasers prior to the pricing of the Notes. The allocation of the gross spread components (management fee, underwriting fee, and selling concession) among the Initial Purch

7. Guarantees Each Guarantor will jointly and severally, unconditionally and irrevocably, guarantee the due and punctual payment of all amounts due and payable under the Notes and the Indenture, including principal, premium (if any), interest, and any additional amounts payable by the Issuers under the Notes and the Indenture (each such guarantee, a "Guarantee" and, collectively, the "Guarantees"). The Guarantees wil

8. Collateral 8.1 Notes Priority Collateral The Notes and the Guarantees will be secured by first-priority liens (subject only to Permitted Liens) on substantially all of the assets of the Issuers and each Guarantor (collectively, the "Notes Priority Collateral"), including without limitation: (i) all equity interests of each Guarantor subsidiary held directly or indirectly by the Issuers; (ii) substantially all tang

9. Intercreditor Agreement An intercreditor agreement (the "Intercreditor Agreement") will be entered into on or prior to the closing date among: (a) Northgate Trust Company, N.A., in its capacity as Trustee and Collateral Agent for the holders of the Notes (the "Notes Collateral Agent"); (b) Velthorn National Bank, N.A., in its capacity as administrative agent and collateral agent under the ABL Revolver (the "ABL Ag

10. Optional Redemption 10.1 Redemption Schedule (On or After May 1, 2028) On or after May 1, 2028, the Issuers may redeem all or any portion of the Notes, at their option, at any time and from time to time, upon not less than 10 nor more than 60 days' notice, at the following redemption prices (expressed as a percentage of the principal amount of the Notes to be redeemed), plus accrued and unpaid interest, if any, t

11. Change of Control Upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the Notes will have the right to require the Issuers to repurchase all or any part of such holder's Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes to be repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (the "Chang

12. Certain Covenants The Indenture will contain the following affirmative and negative covenants, each on terms and conditions consistent with high-yield market standards for an issuance of this type: 12.1 Incurrence-Based Financial Covenant The Indenture will contain an incurrence-based financial covenant requiring the Issuers to maintain a Fixed Charge Coverage Ratio (as defined in the Indenture) of not less than

13. Events of Default The Indenture will contain customary events of default for senior secured high-yield notes, including the following: (a) Failure to Pay Principal. Failure to pay the principal of (or premium, if any, on) any Note when due and payable at maturity, upon redemption, upon acceleration, or otherwise; (b) Failure to Pay Interest. Failure to pay any installment of interest on any Note when due and paya

14. Registration Rights On the closing date, the Issuers, the Guarantors, and the Initial Purchasers will enter into a Registration Rights Agreement (the "Registration Rights Agreement") providing holders of the Notes with certain registration rights under the Securities Act. Exchange Offer. The Issuers will use commercially reasonable efforts to (i) file with the Securities and Exchange Commission (the "SEC") a regi

15. Existing Indebtedness The following table sets forth the existing indebtedness of the Dunmore group as of the date of this term sheet, both before and after giving effect to the Offering and the application of the proceeds therefrom: Pro Forma Total Debt (Post-Offering): Pre-Offering Total Debt: $470,000,000 + $850,000,000 = $1,320,000,000. The ABL Revolver is expected to remain in place following the closing of

16. Key Financial Metrics (Dunmore Consolidated, FY 2024) The following table sets forth selected consolidated financial data and key metrics for Dunmore Energy Holdings Ltd. and its consolidated subsidiaries for the fiscal year ended December 31, 2024: The financial data presented above is based on the audited consolidated financial statements of DEH for the fiscal year ended December 31, 2024, prepared in accordanc

17. Proved Reserves Summary (as of December 31, 2024) The following table sets forth a summary of the proved reserves of the Dunmore group as of December 31, 2024, as prepared by Duval Howard & Partners (Dr. Evelyn Marchetti, lead consultant), independent petroleum engineers, with offices at 1200 Smith Street, Suite 1800, Houston, TX 77002: The reserves estimates set forth above are based on the report of Duval Howar

18. Ownership The following table sets forth the ownership structure of Dunmore Energy Holdings Ltd. as of the date of this term sheet: Harborview Capital Partners Fund VI, L.P. is the controlling shareholder of DEH and has been invested in the Dunmore platform since 2019. Harborview Capital Partners is a private equity firm focused on energy and infrastructure investments, with approximately $18 billion in assets un

19. ESG and Sustainability Considerations The Offering Memorandum will contain a standalone "Environmental and Social Responsibility" section describing the Dunmore group's environmental, social, and governance ("ESG") strategy, performance, and commitments. The Offering Memorandum will also contain ESG-specific risk factors addressing the potential impact of climate-related regulatory developments, environmental lia

20. Sanctions and Anti-Corruption Compliance Given the Dunmore group's operations in Nigeria and Senegal, the Offering is subject to heightened scrutiny with respect to compliance with applicable economic sanctions laws and anti-corruption laws. Sanctions Screening. Comprehensive sanctions screening has been conducted by Sandoval Compliance Solutions LLC (Rosa Medina, lead advisor), an independent compliance advisory

21. Indicative Timeline The following sets forth the indicative timeline for the Offering. All dates are subject to change based on due diligence requirements, documentation progress, market conditions, and other factors: The settlement of the Notes is expected to occur on a T+1 basis (i.e., one business day after the pricing date). The exact settlement date will be determined based on the pricing date and will be co

22. Key Transaction Documents The following is a summary of the key transaction documents to be executed and delivered in connection with the Offering:

1. Indenture — among DEH, DUFC, the Guarantors, and Northgate Trust Company, N.A. (as Trustee and Collateral Agent), governing the terms and conditions of the Notes and the Guarantees.

2. Purchase Agreement — among the Issuers, the Guarantors, and the Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC), governing the terms and conditions of the purchase and sale of the Notes.

3. Registration Rights Agreement — among the Issuers, the Guarantors, and the Init