Contract analysis

I. Purpose and Scope of this Memorandum This memorandum establishes the firm's internal protocol and binding guidelines governing the selective waiver of attorney-client privilege and attorney work product protections in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") representation of Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH") in the inquiry opened on April 19, 2022, by the U.S. Department o

II. Background A. The Engagement Calderwood & Harkness LLP was retained by Dunmore Energy Holdings Ltd. on April 14, 2022. The engagement was precipitated by events that unfolded in the preceding days. On April 11, 2022, Gerald Fisk, Senior Vice President of Trading Operations at Dunmore Trading International Ltd. (the Dubai-based trading subsidiary), identified potential historical exposure to Volkhov Industrial Gro

1. Crude Oil Swap Transactions. Approximately $218.7 million in notional value across fourteen (14) separate crude oil swap transactions between Dunmore Trading International Ltd. and Petronova Trading FZE and Zenith Petroleum DMCC, executed between June 2020 and February 2022. The internal investigation has identified nine (9) of these fourteen transactions, representing approximately $156.3 million in notional valu

2. Oilfield Equipment Exports. Approximately $12.4 million in oilfield equipment and technology exports facilitated through Caspian Logistik GmbH between August 2020 and January 2022. These transactions involved dual-use items potentially subject to the EAR and may have resulted in the re-export of U.S.-origin goods, technology, or software to Volkhov-controlled entities in the Russian Federation without the required

3. Payment Structuring. Approximately $34.2 million in aggregate funds transfers across one hundred twenty-seven (127) separate transactions through Crescent Commercial Bank PJSC (a UAE-based financial institution) between March 2020 and March 2022. The structuring of payments through Crescent Commercial Bank appears to have been designed to avoid triggering sanctions screening filters at U.S. correspondent banks by

III. Legal Framework Governing Selective Waiver The selective waiver doctrine presents a complex and, in significant respects, unsettled area of federal law. This section provides the legal framework that informs the protocol set forth in Sections IV through IX below. All team members should be familiar with this framework, as it supplies the legal rationale for the waiver decisions contemplated by this protocol and

IV. Protocol for Selective Waiver to DOJ A. Categories of Information Eligible for Disclosure The following categories of information may be disclosed to DOJ, subject to compliance with the approval process set forth in Section IV.C below. The overarching principle is that Dunmore may share facts with the government without waiving privilege, provided that the disclosures are structured to exclude attorney-client com

1. Factual Proffers and Summaries. Oral and written factual summaries of C&H's investigation findings may be disclosed to DOJ. These proffers should describe the relevant facts in a straightforward, narrative manner without attribution to privileged sources and without inclusion of legal analysis, mental impressions, or strategic assessments. Factual proffers may address, among other things: (a) the fourteen (14) cru

2. Non-Privileged Business Records. Documents produced to DOJ in response to grand jury subpoena GJ No. 22-418 are non-privileged business records and their production does not raise waiver issues. These documents are assigned Bates numbers with the prefix DEH-DOJ (e.g., DEH-DOJ-000001). Production of these documents is mandatory under the subpoena and does not constitute a voluntary disclosure for purposes of the se

3. Factual Portions of Forensic Reports. Ridgeline Advisory Group LLC ("Ridgeline"), a forensic accounting and financial advisory firm, has been retained by C&H under Engagement No. RAG-2022-0319 (lead engagement partner: Dr. Margaret Liu, CPA, CFE) to conduct forensic analysis of Dunmore's transaction flows, payment patterns, and beneficial ownership structures. Ridgeline's engagement is structured as a consultant r

4. Witness Interview Summaries (Factual Content Only). C&H has conducted, or plans to conduct, witness interviews of approximately forty-seven (47) individuals across three interview rounds: twenty-two (22) interviews in the first round (May–June 2022), fifteen (15) interviews in the second round (anticipated August–October 2022), and ten (10) interviews in the third round (anticipated November 2022–March 2023). Fact

5. Compliance Program Assessments. Factual descriptions of Dunmore's pre-existing sanctions compliance program, trade compliance controls, and the remediation measures being implemented may be shared with DOJ. The DOJ Evaluation of Corporate Compliance Programs expressly considers the adequacy of a company's compliance program as a factor in charging and sentencing decisions, and the provision of factual information

1. Opinion Work Product. All internal memoranda, analyses, and other documents containing the legal analysis, mental impressions, conclusions, opinions, and strategy recommendations of C&H attorneys are absolutely protected and may not be disclosed to DOJ. This category includes, but is not limited to, the following: (a) investigation plan memoranda, including the Investigation Plan and Work Stream Assignments dated

2. Attorney-Client Communications. All communications between C&H and Dunmore personnel — including, without limitation, CEO Callum Renshaw, General Counsel Marcus Wellbourne, CFO Sandra Whitfield, and Chief Compliance Officer Priya Nayar — that were made for the purpose of seeking or rendering legal advice are protected by the attorney-client privilege and may not be disclosed to DOJ. This includes oral communicatio

3. Common Interest Communications. All communications shared among the parties to the Joint Defense / Common Interest Agreement dated April 25, 2022 — including communications between C&H and Harwood & Pennington LLP (counsel for Greystone Capital Partners Fund IV, L.P.) and communications involving Thornbury Infrastructure Fund II, L.P.'s legal representatives — are protected by the common interest privilege. These

4. Privilege Log Entries. The privilege log itself, prepared and maintained by Elena Vasquez and Thomas Bradshaw, and the substantive content of the approximately 12,847 documents anticipated to be withheld on privilege grounds, are protected and may not be disclosed to DOJ. The privilege log will be produced to DOJ in connection with document productions, as is customary, but the log entries themselves do not consti

5. Litigation Strategy and Defense Planning. All documents, communications, and analyses reflecting C&H's assessment of DOJ's litigation posture, Dunmore's defense theories, declination strategy, plea negotiation parameters, trial preparation materials, and any other information related to the defense of Dunmore in this matter are protected by the work product doctrine and the attorney-client privilege. These materia

V. Protocol for Selective Waiver to OFAC A. Anticipated OFAC Voluntary Self-Disclosure Dunmore is evaluating, and ultimately intends to submit, a voluntary self-disclosure to OFAC regarding apparent violations of OFAC-administered sanctions programs. The VSD was ultimately filed on June 1, 2023; however, as of the date of this memorandum, the decision to file has not yet been finalized and the VSD is in the early sta

VI. Protocol Regarding Individual Counsel A. Information-Sharing Limitations The involvement of individual counsel for key Dunmore employees creates significant privilege complexities. The following information-sharing limitations apply: Gerald Fisk. Fisk is represented by Catherine Blackthorn of Blackthorn & Associates LLP, located at 700 Louisiana Street, Suite 4300, Houston, Texas 77002. Potential adverse interest