Contract analysis

From: Victoria Chambers <vchambers@calderwoodharkness.com> To: Marcus Wellbourne <mwellbourne@dunmoreenergy.com> Cc: Howard Quinn <hquinn@calderwoodharkness.com> Date: Tue, 19 Apr 2022 04:47:00 -0000 Subject: PRIVILEGED & CONFIDENTIAL — Receipt of Grand Jury Subpoena GJ No. 22-418 — Immediate Action Required

**PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT** This email and any attachments are protected by the attorney-client privilege and/or the work product doctrine. This communication is intended solely for the use of the individual(s) to whom it is addressed. If you are not the intended recipient, you are hereby notified that any review, disclosure, copying, distribution, or use of t

I am writing to advise you that Calderwood & Harkness received today, April 19, 2022, a federal grand jury subpoena duces tecum — designated GJ No. 22-418 — issued by the U.S. District Court for the District of Columbia in connection with Grand Jury 22-2. The subpoena was served on Dunmore Energy Holdings Ltd. through its registered agent in Houston, Texas, with reference to Dunmore's operational headquarters at 1200

As we discussed during our initial engagement conversations last week when the firm was retained on April 14, this confirms the opening of a formal Department of Justice inquiry. Based on the subpoena's content and the categories of documents sought, it appears to emanate from the DOJ's National Security Division, Counterintelligence and Export Control Section (CES). While the receipt of a grand jury subpoena is a se

The key details of the subpoena are as follows:

- **Subpoena Number:** GJ No. 22-418 - **Issuing Court:** U.S. District Court for the District of Columbia - **Grand Jury:** Grand Jury 22-2 - **Return Date:** May 19, 2022

The return date provides 30 days from issuance. Given the extraordinary breadth of the subpoena's scope and the global nature of Dunmore's operations across multiple jurisdictions, Calderwood & Harkness intends to contact the assigned Assistant United States Attorney to request a reasonable extension of this deadline. I address this further below.

The subpoena seeks all documents and records from January 1, 2019 to the present relating to six broad categories:

1. **Petronova Trading FZE** — All transactions, communications, agreements, and financial records involving or relating to Petronova Trading FZE, including but not limited to purchase and sale agreements, invoices, shipping documents, correspondence, and payment records.

2. **Volkhov Industrial Group JSC** — All documents reflecting any direct or indirect dealings, transactions, communications, or business relationships with Volkhov Industrial Group JSC or any of its subsidiaries, affiliates, or agents.

3. **Zenith Petroleum DMCC** — All transactions, communications, agreements, and related records involving or relating to Zenith Petroleum DMCC.

4. **Caspian Logistik GmbH** — All documents relating to logistics, shipping, freight forwarding, and equipment transactions involving or relating to Caspian Logistik GmbH.

5. **Russian-Origin Crude Oil and Refined Products** — All documents relating to any transaction involving the purchase, sale, trading, transport, storage, blending, or brokering of Russian-origin crude oil or refined petroleum products.

6. **Oilfield Equipment Exports** — All documents relating to any export, re-export, or transfer of oilfield equipment, components, parts, or related technology to Russia, Belarus, or to any individual or entity appearing on the OFAC Specially Designated Nationals and blocked Persons List (SDN List), the Bureau of Industry and Security Entity List, or the Denied Persons List.

Marcus, I want to flag that the scope is expansive. Compliance will require document collection across multiple Dunmore entities and jurisdictions, including the Cayman Islands, the United Arab Emirates, the United States, Germany, Nigeria, and the United Kingdom. Notably, the time period specified encompasses the full period of suspect activity at the Dubai trading desk — Dunmore Trading International Ltd. ("DTI") —

I want to outline the steps we recommend taking immediately and over the coming days:

**1. Litigation Hold.** As we discussed, we are finalizing the litigation hold notices for distribution tomorrow morning, April 20, to all Dunmore entities globally. It is critically important that all custodians — and I want to highlight in particular Derek Hargrave (President, DTI), Natasha Sorokin (Senior Trader, DTI), Omar Al-Rashidi, Yves Leclerc, Gerald Fisk (Chief Compliance Officer), Sandra Whitfield (Chief F

**2. No Document Destruction.** I must reiterate in the strongest possible terms: **no documents of any kind — whether electronic or physical — may be destroyed, altered, modified, or deleted across any Dunmore entity**, including DTI in Dubai, effective immediately and pending full compliance with the subpoena. This includes emails, text messages, messaging application communications (Meridian Services Inc., Signal,

**3. Extension of Return Date.** Calderwood & Harkness will promptly contact the assigned AUSA to request a reasonable extension of the May 19, 2022 return date. We are working to identify the lead prosecutor on this matter; given that the subpoena appears to originate from CES, we anticipate the investigation is being handled by Trial Attorneys in the National Security Division, potentially in coordination with the

**4. E-discovery Vendor Engagement.** Given the volume and geographic dispersal of potentially responsive documents, I strongly recommend that we accelerate engagement of a qualified e-discovery vendor with experience handling cross-border collections and productions in government investigations. Our team is currently evaluating several options and will provide a recommendation shortly. Early engagement will be essen

**5. Forensic Accounting.** Given the nature of the transactions at issue — including crude oil swap arrangements, oilfield equipment exports, and payment flows through Crescent Commercial Bank PJSC in Dubai — I recommend the early retention of a forensic accounting firm to trace transaction flows, identify relevant financial records, and assist in the preparation of a comprehensive transaction analysis. This work wi

**6. Key Personnel — No Adverse Employment Actions.** I recommend that Dunmore take no adverse employment action — including termination, suspension, reassignment, or changes in access privileges — against any individual at this time without first consulting Calderwood & Harkness. This is essential to preserving Dunmore's cooperation posture with the DOJ and to avoiding any conduct that could be construed as obstruct

**7. Engagement of Separate Individual Counsel.** I want to flag now that certain individuals — particularly Derek Hargrave, Natasha Sorokin, and Gerald Fisk — may need to retain separate personal counsel depending on how this investigation develops. Calderwood & Harkness represents Dunmore Energy Holdings Ltd. as an entity, and there may come a point at which the interests of the company and the interests of certain

**8. Board and Shareholder Notification.** I recommend that you give prompt consideration to when and how to notify the Board of Directors. Additionally, given the governance and information rights that attach to Dunmore's principal investors, we should discuss notification to Greystone Capital Partners Fund IV (62.5% majority shareholder) — and specifically to Richard Fairbanks and Arthur Pennington III at Harwood &

**9. D&O Insurance Notification.** We recommend prompt notification to Dunmore's directors' and officers' liability insurer, Garrison Mutual Insurance Co., under policy number GM-DO-2021-08734. Howard Quinn is preparing the formal notification letter, which will be directed to Patricia Holbrook, Claims Adjuster, at Garrison Mutual. Timely notice is critical to preserving coverage rights under the policy.

For your awareness, the subpoena implicates potential violations under several federal statutes and regulatory frameworks, including:

- The **International Emergency Economic Powers Act (IEEPA)**, 50 U.S.C. §§ 1701–1706; - The **Export Control Reform Act (ECRA)**, 50 U.S.C. §§ 4801–4852; - **OFAC-administered sanctions programs**, including Executive Order 14024 (of April 15, 2021) and Directive 2 under Executive Order 13662; and - The **Export Administration Regulations (EAR)**, and specifically 15 C.F.R. § 746.5 (Russia/Belarus).

I want to note specifically that Volkhov Industrial Group JSC was added to the OFAC SDN List on April 6, 2022, pursuant to E.O. 14024, and was previously subject to Directive 2 sectoral sanctions under E.O. 13662 since November 15, 2019. The significance of these designations — and the timeline of Dunmore's transactions with Volkhov — will be a central focus of our analysis. Conrad Reeves, our Senior Counsel speciali

Marcus, I would like to schedule an urgent call this evening or first thing tomorrow morning with you, Callum Renshaw (CEO), and Sandra Whitfield (CFO) to discuss the subpoena and our recommended course of action in greater detail. From Calderwood & Harkness's side, Jasmine Thornton (Lead Associate) and Conrad Reeves will join me on the call. Please let me know your earliest availability and I will circulate a dial-i

For reference, our internal matter number is **1016-00009**. Please use this reference in all correspondence with our firm.

I am confident that through prompt, decisive action and a posture of full cooperation with the DOJ, we can position Dunmore favorably as this process unfolds. The steps outlined above are designed to protect the company's interests, preserve its legal options, and demonstrate to the government that Dunmore takes its compliance obligations seriously.

A detailed analysis memorandum regarding the subpoena's scope, Dunmore's production obligations, and our recommended response strategy is currently being prepared and will be circulated to you by Thursday, April 21. In the interim, please do not hesitate to reach out to me directly at any hour with questions or concerns.

I look forward to speaking with you shortly.

**Victoria Chambers** Partner | White Collar Defense & Investigations Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Direct: (202) 555-0174 Mobile: (202) 555-0238 Email: vchambers@calderwoodharkness.com

**PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT** This email and any attachments are protected by the attorney-client privilege and/or the work product doctrine. This communication is intended solely for the use of the individual(s) to whom it is addressed and may contain information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not t