Contract analysis

I. Preliminary Matters and Upjohn Warning The interview of Gerald Fisk was opened at approximately 9:30 a.m. CDT on June 8, 2022, in Conference Room 21-B at the Houston offices of Calderwood & Harkness LLP. Present at the commencement of the interview were Victoria Chambers, Nicholas Ferreira, Gerald Fisk, Catherine Blackthorn, and Elena Vasquez. Victoria Chambers administered the Upjohn corporate Miranda warning to

1. Calderwood & Harkness LLP represents Dunmore Energy Holdings Ltd. and its subsidiaries (collectively, "Dunmore" or the "Company") in connection with the pending internal investigation and the Department of Justice inquiry. Calderwood & Harkness does not represent Gerald Fisk individually, and no attorney-client relationship exists between Calderwood & Harkness and Mr. Fisk personally.

2. The purpose of this interview is to gather facts relevant to the internal investigation being conducted on behalf of Dunmore. The investigation concerns, among other things, Dunmore's sanctions compliance program, transactions with certain counterparties, and the Company's obligations under U.S. sanctions laws and export control regulations.

3. The attorney-client privilege for this conversation belongs to Dunmore Energy Holdings Ltd. as the corporate client, not to Mr. Fisk personally. Mr. Fisk does not have the ability to assert or waive the privilege with respect to the substance of this interview.

4. Dunmore may choose, in its sole discretion, to waive the attorney-client privilege and disclose the contents of this interview—including the substance of Mr. Fisk's statements—to the Department of Justice, the Office of Foreign Assets Control, or other third parties, including government agencies, without Mr. Fisk's consent.

5. Mr. Fisk is represented by his own personal counsel, Catherine Blackthorn of Blackthorn & Associates LLP, who is present during this interview and may advise Mr. Fisk throughout the proceeding.

6. The interview is voluntary, although Mr. Fisk's cooperation is expected consistent with his continuing obligations to the Company, including any obligations arising under his employment agreement and applicable law. Mr. Fisk stated that he understood each of the foregoing points. He confirmed that he had previously discussed the Upjohn framework with his personal counsel, Ms. Blackthorn, prior to the interview. Ca

II. Background and Employment History Mr. Fisk provided the following background information regarding his professional history and his tenure at Dunmore Energy Holdings Ltd. Full Name: Gerald Fisk. Title at Departure: Chief Compliance Officer, Dunmore Energy Holdings Ltd. Employment Period: Mr. Fisk stated that he was employed by Dunmore Energy Holdings Ltd. from approximately March 2016 through his anticipated depa

III. Overview of Dunmore's Sanctions Compliance Program (Pre-April 2022) Mr. Fisk provided a detailed description of Dunmore's sanctions compliance program as it existed prior to the commencement of the DOJ inquiry on April 19, 2022. The following reflects Mr. Fisk's account of each major component of the program. A. OFAC Screening Mr. Fisk stated that Dunmore utilized a third-party screening platform to screen count

1. Collection of incorporation documents and corporate registry filings for the proposed counterparty.

2. Identification of the entity's beneficial owners, directors, and key officers, typically through self-certification by the counterparty and, where available, third-party corporate registry searches.

3. Screening of the entity and its identified principals against OFAC sanctions lists and other restricted party databases through the third-party screening platform described above.

4. Preparation of a KYC summary file documenting the results of the foregoing steps. Mr. Fisk stated that the KYC files for counterparties onboarded by the DTI Dubai trading desk—including Petronova Trading FZE and Zenith Petroleum DMCC—were maintained in Dubai by Derek Hargrave's team. The Houston compliance team received KYC summaries but did not, as a matter of routine practice, review the underlying corporate doc

IV. Knowledge of Petronova Trading FZE and Volkhov Industrial Group JSC A. Petronova Onboarding Mr. Fisk stated that Petronova Trading FZE was onboarded as a counterparty by the DTI trading desk in approximately early 2020. He recalled that the KYC file for Petronova was prepared by DTI personnel in Dubai, consistent with the standard process described in Section III.C above. Mr. Fisk stated that he reviewed the KYC

V. Knowledge of Specific Transactions A. Crude Oil Swap Transactions with Petronova Trading FZE and Zenith Petroleum DMCC Mr. Fisk stated that he was generally aware that DTI's Dubai trading desk conducted crude oil swap transactions as part of its core business activities, but that he did not review individual trade confirmations, ISDA schedules, or other transaction documentation as part of his compliance oversight

VI. Relationship with and Supervision of DTI Dubai Trading Desk Mr. Fisk described his working relationship with Derek Hargrave, President of Dunmore Trading International Ltd., as "professional but arms-length." He stated that Mr. Hargrave's reporting line ran directly to Callum Renshaw, Chief Executive Officer of Dunmore Energy Holdings Ltd., and that Mr. Hargrave did not report to Mr. Fisk. As a result, Mr. Fisk s

VII. Red Flags and Escalation Failures Mr. Fisk was asked to address specific red flags that, in retrospect, should have triggered compliance escalation. The following items were identified and discussed in sequence:

1. Russian national managing Petronova Trading FZE: The onboarding of Petronova Trading FZE, a free zone entity in the UAE, with a managing director identified as Sergei Volkov, a Russian national, during a period of heightened Russia-related sanctions activity. Mr. Fisk was asked whether the presence of a Russian national as the managing director of a newly onboarded counterparty should have prompted additional due

2. Rapid increase in transaction volume: The rapid and significant increase in transaction volume with Petronova Trading FZE and Zenith Petroleum DMCC (managed by Farhan Qureshi) beginning in mid-2020. The transaction volume grew from initial trades to a combined notional value of approximately $218.7 million over less than two years, a trajectory that Mr. Fisk acknowledged was "aggressive."

3. Use of multiple intermediary accounts: The routing of payments through multiple intermediary accounts at Crescent Commercial Bank PJSC in Dubai, a pattern that is commonly associated with efforts to obscure the ultimate beneficial ownership of transaction counterparties or to evade sanctions restrictions.

4. Oilfield equipment shipments to Russia via German intermediary: The facilitation of oilfield equipment shipments to end users in the Russian Federation through Caspian Logistik GmbH, a Hamburg-based intermediary, during a period of expanded export controls targeting Russia. Mr. Fisk acknowledged that each of these items constituted a "legitimate red flag in hindsight." He did not dispute that, under an ideal compl

VIII. Departure from Dunmore Mr. Fisk provided the following account of the circumstances surrounding his departure from Dunmore Energy Holdings Ltd. Mr. Fisk stated that after the DOJ grand jury subpoena (GJ No. 22-418) was served on Dunmore on April 19, 2022, and as the internal investigation conducted by Calderwood & Harkness progressed through April and May 2022, he came under what he described as "significant in

IX. Fisk's Characterization of Responsibility Toward the conclusion of the substantive portion of the interview, Mr. Fisk was asked to identify, in his view, the individuals or structural factors that bore primary responsibility for the compliance failures at issue. Mr. Fisk's responses were as follows: Individuals at the Trading Desk: Mr. Fisk pointed to Derek Hargrave, President of DTI, and Natasha Sorokin, Senior

X. Document Requests and Follow-Up Items At the conclusion of the substantive interview, Mr. Fisk was asked to identify and agree to produce certain documents through his personal counsel, Catherine Blackthorn. Mr. Fisk agreed to provide the following, subject to Ms. Blackthorn's review:

1. Budget and Staffing Requests: Copies of Mr. Fisk's emails to Marcus Wellbourne, General Counsel, and Sandra Whitfield, Chief Financial Officer, regarding his requests for additional compliance budget and for the hiring of a dedicated compliance officer for the DTI Dubai office. Ms. Blackthorn referenced these communications as having been sent in 2019 and 2021, as noted during the interview, and confirmed that the

2. Annual Compliance Reports: Copies of Mr. Fisk's annual compliance reports to the Dunmore Board of Directors / Audit Committee for calendar years 2019, 2020, and 2021.

3. Petronova KYC Communications: Copies of any written communications in Mr. Fisk's possession regarding the onboarding of Petronova Trading FZE or the review of Petronova's KYC file, including any emails, memoranda, or notes reflecting his review or approval of the KYC summary. Ms. Blackthorn noted that production of these documents would be subject to her review for any issues of personal privilege, including any c

XI. Assessment and Observations The following observations are based on the undersigned's assessment of Mr. Fisk's statements during the interview, considered in light of other evidence gathered during the investigation to date. These observations reflect attorney work product and mental impressions and should be treated with the highest degree of confidentiality. A. Credibility. Mr. Fisk presented as a cooperative w

XII. Signature and Distribution This memorandum was prepared on June 10, 2022, based on notes taken during the interview on June 8, 2022. Prepared by: ________________________________________ Victoria Chambers Partner Calderwood & Harkness LLP 1201 Pennsylvania Avenue NW, Suite 900 Washington, D.C. 20004 Date: June 10, 2022 Reviewed by: Jasmine Thornton, Lead Associate, Calderwood & Harkness LLP (for accuracy of fact