Contract analysis

I. Background on Dunmore Energy Holdings Ltd. A. Corporate Overview Dunmore Energy Holdings Ltd. is an exempted company incorporated with limited liability under the laws of the Cayman Islands. The company's registered office is located at Harbour Place, 4th Floor, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands. Dunmore maintains its operational headquarters at 1200 McKinney Street, Suite

1. Dunmore Trading International Ltd. ("DTI") — DTI is a limited company holding DIFC License No. CL-4827, with its principal office at Level 14, Gate Building 3, Dubai International Financial Centre, P.O. Box 506774, Dubai, United Arab Emirates. DTI operates Dunmore's overseas trading desk and is the primary entity involved in the transactions at issue in this inquiry. DTI was established in 2016 to centralize Dunmo

2. Dunmore upstream Americas LLC ("DUA") — DUA is a Delaware limited liability company (EIN 84-2937561) with its principal office at 1200 McKinney Street, Suite 3400, Houston, Texas 77010. DUA manages Dunmore's upstream exploration and production activities in North and South America.

3. Dunmore Renewables GmbH — Dunmore Renewables GmbH is a company organized as a Gesellschaft mit beschränkter Haftung (GmbH) registered in Hamburg, Germany, with its office located at Überseeallee 12, 20457 Hamburg, Germany. Dunmore Renewables GmbH manages the company's European renewable energy development portfolio. This entity is tangentially involved in the inquiry due to its role in facilitating one suspect tra

4. Dunmore Exploration West Africa Ltd. — Dunmore Exploration West Africa Ltd. is a limited company with offices in Lagos, Nigeria, managing Dunmore's exploration and production activities in the West African region. While this entity is not believed to be directly involved in the conduct at issue, certain of its personnel may have peripheral knowledge of DTI's trading activities. D. Key Individuals The following ind

II. Dunmore's Commitment to Cooperation A. Statement of Cooperation Principles Dunmore is committed to full, timely, and transparent cooperation with the DOJ's National Security Division and with the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") in connection with this inquiry. Dunmore's Board of Directors, with the full support of its majority shareholder, Greystone Capital Partners Fun

1. Immediate Retention of Counsel. Dunmore retained Calderwood & Harkness LLP as outside counsel on April 14, 2022 — five days before the grand jury subpoena was issued and eight days before any contact from the Government — upon the internal identification of potential exposure by then-Chief Compliance Officer Gerald Fisk on April 11, 2022. Victoria Chambers, Partner in the Firm's Washington, D.C. office, was design

2. Prompt Litigation Hold. On April 20, 2022, one day after receipt of grand jury subpoena GJ No. 22-418, Calderwood & Harkness issued comprehensive litigation hold notices to all Dunmore entities globally. These notices were disseminated across six jurisdictions — the Cayman Islands, the United Arab Emirates, the United States, Germany, Nigeria, and the United Kingdom — and were directed to all custodians with poten

3. Document Preservation and Collection. To ensure the integrity and completeness of Dunmore's document preservation efforts, Calderwood & Harkness retained Nexagen Analytics Inc. ("Nexagen"), a leading electronic discovery and forensic data analytics firm, to conduct comprehensive e-discovery across all relevant Dunmore entities. This engagement was established under Project No. NX-DEH-2204, with Brian Cavanaugh of

4. Forensic Accounting Engagement. On May 2, 2022, Calderwood & Harkness retained Ridgeline Advisory Group LLC ("Ridgeline"), a forensic accounting and financial advisory firm, to conduct forensic tracing of suspect transaction flows and comprehensive financial analysis of the transactions at issue. This engagement was established under Engagement No. RAG-2022-0319, with Dr. Margaret Liu, CPA, CFE, designated as Enga

5. Personnel Actions. Upon identification of the potential involvement of certain individuals in the conduct at issue, Dunmore took prompt personnel actions to preserve the integrity of the investigation. Natasha Sorokin, Senior Trader at DTI, was placed on paid administrative leave effective May 16, 2022. Derek Hargrave, President of DTI, was placed on paid administrative leave effective July 1, 2022, following the

6. Witness Interviews. Calderwood & Harkness commenced the first round of witness interviews on May 18, 2022. Between that date and June 30, 2022, the Firm conducted a total of 22 interviews of Dunmore employees and former employees across three locations: Houston, Texas; Dubai, UAE; and London, United Kingdom. All interviews were conducted pursuant to the Firm's standard Upjohn warning protocol, under which each int

7. Subpoena Extension Negotiated in Good Faith. Dunmore timely acknowledged receipt of grand jury subpoena GJ No. 22-418 and, through Calderwood & Harkness, promptly contacted your office to discuss the scope and timeline for compliance. The extension of the return date from May 19, 2022 to July 19, 2022 was negotiated in good faith, with the mutual understanding that Dunmore would commence rolling productions of res

8. Dunmore's Proactive Self-Identification. It bears emphasis that Dunmore identified the potential exposure at issue internally and before any contact from the Government. On April 11, 2022, then-Chief Compliance Officer Gerald Fisk ran a routine OFAC screening refresh as part of Dunmore's standard compliance procedures. This screening refresh was triggered by the April 6, 2022 addition of Volkhov Industrial Group J

III. Summary of Preliminary Findings The following is a summary of the preliminary findings of Calderwood & Harkness's internal investigation, conducted with the assistance of Ridgeline Advisory Group and Nexagen Analytics. These findings are preliminary in nature and are subject to revision as the investigation continues. Calderwood & Harkness will provide supplemental proffers to the DOJ as additional findings beco

IV. Status of the Internal Investigation A. Document Collection and Review Calderwood & Harkness and Nexagen Analytics are conducting document collection across six jurisdictions: the Cayman Islands, the United Arab Emirates, the United States, Germany, Nigeria, and the United Kingdom. Collection efforts include the preservation and forensic imaging of email accounts, local and network file stores, instant messaging

V. Anticipated Next Steps and Continued Cooperation Dunmore and Calderwood & Harkness are committed to the continued pursuit of the internal investigation and to ongoing cooperation with the DOJ. The following are the principal next steps that we anticipate:

1. Supplemental Proffers. Calderwood & Harkness will continue the internal investigation and will provide supplemental proffers to the DOJ on a rolling basis as additional findings become available. We anticipate that additional proffers will address, among other things, the results of Ridgeline's completed forensic accounting analysis, the findings from subsequent rounds of witness interviews, and any additional tra

2. Rolling Document Productions. Dunmore will make rolling document productions in response to grand jury subpoena GJ No. 22-418, commencing on or about August 15, 2022. Subsequent productions will follow on a regular schedule, which Calderwood & Harkness will coordinate with your office.

3. Second Round of Witness Interviews. A second round of witness interviews is planned for August and September 2022, focusing on additional DTI personnel, Dunmore finance and accounting staff, and other individuals who may have relevant knowledge.

4. Final Forensic Accounting Report. Ridgeline Advisory Group's final forensic accounting report is expected to be completed in the fourth quarter of 2022. Calderwood & Harkness will provide the DOJ with a summary of the report's conclusions, consistent with Dunmore's cooperation commitments, upon completion.

5. Independent Compliance Consultant. Dunmore is actively evaluating the engagement of an independent compliance consultant to conduct a comprehensive assessment of the company's existing sanctions and export controls compliance program, identify deficiencies, and recommend remedial measures. Dunmore views this step as essential to demonstrating its commitment to preventing a recurrence of the conduct at issue and to

6. Availability for Meetings. Calderwood & Harkness stands ready to meet with AUSA Calloway, Trial Attorneys Samuel Kovacs and Diana Pressman, and Special Agent Paul Reinhardt of the FBI at any time to discuss any aspect of the investigation. We are committed to maintaining open and constructive lines of communication with the Government throughout this process.

7. OFAC Voluntary Self-Disclosure. Dunmore is currently considering whether to file a voluntary self-disclosure ("VSD") with OFAC regarding the identified transactions. The decision to file a VSD involves a number of considerations, including the preliminary nature of the investigation findings and the interaction between a potential VSD and the pending DOJ inquiry. Calderwood & Harkness will keep the DOJ informed of

VI. Reservation of Rights This proffer is made voluntarily and in good faith by Dunmore, through its counsel Calderwood & Harkness LLP, as a demonstration of Dunmore's commitment to cooperation with the DOJ. Notwithstanding the foregoing, Dunmore expressly reserves all defenses, rights, and privileges available to it under applicable law, including but not limited to the following:

1. Nothing in this letter constitutes, nor should it be construed as, an admission of liability, wrongdoing, or criminal intent by Dunmore Energy Holdings Ltd. or any of its officers, directors, employees, affiliates, subsidiaries, shareholders, or agents.

2. Dunmore reserves the attorney-client privilege and work product protections with respect to all communications and materials created in connection with the internal investigation, except to the extent expressly and specifically waived herein. The disclosure of factual information in this proffer is limited to the specific facts set forth in this letter and does not constitute a broader waiver of privilege or work

3. Information shared in this proffer is provided subject to the terms of the oral proffer agreement discussed between Victoria Chambers and AUSA Calloway on June 28, 2022, and is not to be used against Dunmore in any criminal prosecution, civil enforcement action, or other proceeding, except as permitted under the terms of that agreement.

4. Dunmore expressly does not waive the attorney-client privilege or work product protections as to any third party by virtue of this disclosure to the DOJ. This proffer is made under the common interest doctrine and the selective waiver doctrine, to the extent applicable, and Dunmore reserves the right to assert privilege and work product protections in any proceeding involving third parties.

5. Dunmore reserves all rights to challenge the scope, relevance, or admissibility of any evidence or testimony in any future proceeding, and nothing in this letter constitutes a waiver of any such rights.

VII. Closing In closing, Dunmore reaffirms its continued commitment to full and transparent cooperation with the DOJ's investigation. Dunmore recognizes the seriousness of the matters under inquiry and is determined to work constructively with the Government to ensure that all relevant facts are brought to light and that appropriate measures are taken to address any compliance deficiencies. We invite you to contact t