1016-00003 · Client 1016 · Closing

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BRING-DOWN DUE DILIGENCE CERTIFICATE

May 15, 2025

Delivered pursuant to Section 7(h) of the Purchase Agreement dated May 12, 2025 (the "Purchase Agreement") among Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the "Company" or "Issuer" or "DEH"), Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware (the "Co-Issuer," and together with the Company, the "Issuers"), the Guarantors party thereto (as identified in Section 1 hereof), and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC (collectively, the "Initial Purchasers"), in connection with the offering (the "Offering") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes").

This Bring-Down Due Diligence Certificate (this "Certificate") is dated as of May 15, 2025 (the "Closing Date") and references information contained in and derived from the Preliminary Offering Memorandum dated April 28, 2025 (the "Preliminary OM") and the Final Offering Memorandum dated May 14, 2025 (the "Final OM" and, together with the Preliminary OM, the "Offering Memoranda"). As used in this Certificate, the term "Reference Date" means April 28, 2025, the date of the Preliminary OM.

RECITALS

WHEREAS, the undersigned, Marcus Ellingham and Deepa Rajaram, are the Chief Executive Officer and Chief Financial Officer, respectively, of Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands, with its registered office at c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, and its principal executive offices located at 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands;

WHEREAS, Dunmore upstream Finance Corp. is a corporation organized under the laws of the State of Delaware (EIN 93-4728106), with its registered agent being Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005, formed as a wholly-owned subsidiary of DEH solely for the purpose of serving as co-issuer of the Notes and any future debt securities issued by the Issuers;

WHEREAS, this Certificate is delivered pursuant to Section 7(h) of the Purchase Agreement as a condition precedent to the obligations of the Initial Purchasers to consummate the purchase of the Notes on the Closing Date, and the undersigned understand and acknowledge that the Initial Purchasers are relying on the certifications, representations, and confirmations contained herein in determining to proceed with the closing of the purchase of the Notes;

WHEREAS, the Offering Memoranda relate to the offering of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032, issued pursuant to an Indenture dated as of May 15, 2025 (the "Indenture") among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent;

WHEREAS, the Notes are being offered and sold in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and are being placed (a) pursuant to Rule 144A under the Securities Act to persons reasonably believed to be qualified institutional buyers ("QIBs") and (b) pursuant to Regulation S under the Securities Act to non-U.S. persons (as defined in Regulation S) in offshore transactions;

WHEREAS, the Notes have been assigned the following identifiers: CUSIP (144A): 265387 AA 5; CUSIP (Reg S): C2085R AA 2; ISIN (144A): US265387AA51; ISIN (Reg S): USC2085RAA24;

WHEREAS, Northgate Trust Company, N.A. serves as Trustee and Collateral Agent under the Indenture; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement or the Indenture, as applicable.

NOW, THEREFORE, the undersigned hereby certify, represent, and confirm to the Initial Purchasers, for and on behalf of each of the Issuers and each Guarantor, as follows:

SECTION 1: IDENTIFICATION OF GUARANTORS

Each of the following entities is a Guarantor party to the Purchase Agreement and the Indenture, and has guaranteed, on a senior secured basis, the obligations of the Issuers under the Notes and the Indenture (each, a "Guarantor" and collectively, the "Guarantors"):

1. Dunmore Nigeria E&P Ltd. — a limited company incorporated under the laws of the Federal Republic of Nigeria, registered with the Corporate Affairs Commission of Nigeria (the "CAC"), and serving as the operator of Oil Mining Leases OML 47 and OML 63 located in the Niger Delta region of Nigeria. Dunmore Nigeria E&P Ltd. is a wholly-owned indirect subsidiary of the Company.

2. Dunmore Gulf Operations LLC — a limited liability company organized under the laws of the State of Delaware, and the leaseholder of deepwater exploration and production leases in the Green Canyon and Garden Banks areas of the United States federal waters of the Gulf of Mexico. Dunmore Gulf Operations LLC is a wholly-owned indirect subsidiary of the Company.

3. Dunmore Renewables LLC — a limited liability company organized under the laws of the State of Delaware, and the owner and operator of a 220 megawatt (MW) solar photovoltaic generation portfolio located in West Texas, United States. Dunmore Renewables LLC is a wholly-owned indirect subsidiary of the Company.

4. Dunmore Senegal S.A. — a société anonyme organized under the laws of the Republic of Senegal, and the operator of the Cayar Offshore Block located in the offshore waters of Senegal. Dunmore Senegal S.A. is a wholly-owned indirect subsidiary of the Company.

5. Dunmore Midstream Holdings Inc. — a corporation organized under the laws of the State of Delaware, and the owner and operator of pipeline gathering systems and gas processing infrastructure supporting the upstream operations of the Dunmore Group. Dunmore Midstream Holdings Inc. is a wholly-owned indirect subsidiary of the Company.

6. Dunmore Trading Ltd. — a private limited company incorporated under the laws of England and Wales, serving as the offtake and physical commodity trading arm for crude oil and natural gas produced by the Dunmore Group. Dunmore Trading Ltd. is a wholly-owned indirect subsidiary of the Company.

The Issuers and each Guarantor are collectively referred to herein as the "Dunmore Group" or the "Relevant Entities." Each Guarantor has authorized the delivery of this Certificate and the making of the certifications, representations, and confirmations contained herein as they relate to such Guarantor.

SECTION 2: NO MATERIAL ADVERSE CHANGE CERTIFICATION

The undersigned hereby certify, for and on behalf of each of the Issuers and each Guarantor, that since the Reference Date (April 28, 2025) through and including the Closing Date (May 15, 2025):

(a) There has been no material adverse change in the business, properties, financial condition, results of operations, or prospects of the Company and its subsidiaries, taken as a whole, from that set forth in or contemplated by the Preliminary OM and the Final OM. Without limiting the generality of the foregoing, the undersigned confirm that the operations of the Dunmore Group across each of its operating jurisdictions, including Nigeria, Senegal, the Gulf of Mexico, and West Texas, have continued in the ordinary course of business consistent with past practice during the period from the Reference Date through the Closing Date.

(b) There has been no material adverse change in the general affairs of the Company and its subsidiaries, taken as a whole, that would make any statement in the Offering Memoranda, in the light of the circumstances under which such statements were made, misleading in any material respect. The undersigned have reviewed the Offering Memoranda and have considered whether any events, developments, or changes in circumstances since the Reference Date would cause any statement in the Offering Memoranda to be misleading in any material respect, and the undersigned have concluded that no such event, development, or change in circumstances has occurred.

(c) No event or development has occurred that, individually or in the aggregate, would be reasonably expected to have a Material Adverse Effect (as defined in the Purchase Agreement). The undersigned have made due and careful inquiry of the officers and senior personnel of each of the Relevant Entities and, based on such inquiry and their own knowledge, have determined that no such event or development has occurred or is reasonably expected to occur.

SECTION 3: ACCURACY OF REPRESENTATIONS AND WARRANTIES

The undersigned hereby certify, for and on behalf of each of the Issuers and each Guarantor, that each of the representations and warranties made by the Issuers and each Guarantor contained in the Purchase Agreement dated May 12, 2025 are true and correct in all material respects as of the Closing Date (May 15, 2025), with the same force and effect as though made on and as of the Closing Date (except to the extent that any such representation or warranty is expressly made as of a specified date, in which case such representation or warranty is true and correct in all material respects as of such specified date), including, without limitation, the representations and warranties relating to the following:

(a) Due Organization, Valid Existence, and Good Standing. Each of the Issuers and each Guarantor has been duly organized, is validly existing, and, where applicable, is in good standing under the laws of its respective jurisdiction of incorporation or formation, and has all requisite corporate, limited liability company, or other organizational power and authority to own, lease, and operate its properties and to carry on its business as presently conducted and as described in the Offering Memoranda. Each of the Relevant Entities is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties requires such qualification or licensing, except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

(b) Corporate Power and Authority. Each of the Issuers and each Guarantor has the requisite corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Security Documents (including, without limitation, each Collateral Agreement applicable to such entity), and the Intercreditor Agreement (collectively, the "Transaction Documents"), and to consummate the transactions contemplated thereby, including the issuance and sale of the Notes and the granting of the Guarantees.

(c) Authorization, Execution, and Delivery of the Notes. The Notes, in the aggregate principal amount of $850,000,000, have been duly authorized by all requisite corporate or other organizational action on the part of each of the Issuers. The Notes have been duly executed and delivered by the Issuers and, when authenticated by the Trustee in accordance with the terms of the Indenture and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity.

(d) No Conflict. The execution, delivery, and performance by each of the Issuers and each Guarantor of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby, including the issuance and sale of the Notes, do not and will not (i) conflict with or result in a violation of the certificate of incorporation, memorandum and articles of association, operating agreement, bylaws, or other organizational documents of any Issuer or any Guarantor, (ii) conflict with or result in a violation of any applicable law, statute, rule, regulation, judgment, order, writ, or decree of any governmental authority having jurisdiction over such entity or any of its properties, or (iii) result in a breach of, constitute a default under, or require any consent under any material agreement, indenture, mortgage, deed of trust, loan agreement, note, lease, license, or other instrument or obligation to which any Issuer or any Guarantor is a party or by which any Issuer or any Guarantor or any of its properties is bound, except in the case of clause (iii) where such breach, default, or failure to obtain consent would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

(e) Financial Statements. The financial statements included in the Offering Memoranda, which have been audited by Alverton & Co. LLP (lead engagement partner: Graham Stillwell), present fairly, in all material respects, the financial condition and results of operations of the Dunmore Group for and as of the periods and dates indicated therein, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") applied on a consistent basis throughout the periods involved, except as otherwise noted therein. The selected financial data and summary financial information included in the Offering Memoranda present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with the audited consolidated financial statements included in the Offering Memoranda. No other financial statements or schedules are required under applicable rules and regulations to be included in the Offering Memoranda.

(f) Compliance with Laws. Each of the Issuers and each Guarantor is in compliance in all material respects with all applicable laws, rules, and regulations, including, without limitation, all environmental laws and regulations applicable to the operations of the Dunmore Group in Nigeria (OML 47 and OML 63), Senegal (the Cayar Offshore Block), the Gulf of Mexico (Green Canyon and Garden Banks deepwater leases), and West Texas (the 220 MW solar portfolio). Without limiting the foregoing, the Dunmore Group maintains all permits, licenses, franchises, and governmental authorizations necessary for the conduct of its business as currently conducted and as described in the Offering Memoranda, except where the failure to maintain any such permit, license, franchise, or authorization would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

(g) Reserves Information. The reserves information included in the Offering Memoranda, based on the reserves report of Duval Howard & Partners (led by Dr. Evelyn Marchetti), reflecting total proved reserves of 345.8 million barrels of oil equivalent ("MMboe") with an aggregate present value of estimated future net revenues discounted at 10% per annum ("PV-10") of $6,700,000,000 as of December 31, 2024, has been prepared in accordance with the definitions and guidelines established by the Petroleum Resources Management System as jointly sponsored by the Society of Petroleum Engineers, the World Petroleum Council, the American Association of Petroleum Geologists, and the Society of Petroleum Evaluation Engineers, and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission to the extent applicable. The Company has reviewed and is not aware of any material inaccuracies in or material omissions from such reserves information.

(h) Litigation. Except as disclosed in the Offering Memoranda, there are no pending or, to the knowledge of the undersigned, threatened legal or governmental actions, suits, proceedings, inquiries, investigations, or arbitrations against or affecting any of the Relevant Entities or any of their respective properties that, individually or in the aggregate, would be reasonably expected to result in a Material Adverse Effect or would materially and adversely affect the ability of any Issuer or any Guarantor to perform its obligations under the Transaction Documents.

(i) OFAC Sanctions Compliance. None of the Issuers, the Guarantors, or any of their respective directors, officers, or, to the knowledge of the undersigned, controlled affiliates is a person that is, or is directly or indirectly owned or controlled by a person that is, (i) the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty's Treasury of the United Kingdom (collectively, "Sanctions"), (ii) listed on the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List"), the OFAC Sectoral Sanctions Identifications List (the "SSI List"), the EU Consolidated Sanctions List, or the UK Office of Financial Sanctions Implementation Consolidated List (the "OFSI List"), or (iii) located, organized, or resident in a country or territory that is the subject or target of comprehensive Sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine). No proceeds of the Notes will be used, directly or indirectly, in a manner that would result in a violation of any Sanctions by any person, including the Initial Purchasers.

(j) Anti-Corruption Compliance. Each of the Issuers and each Guarantor has conducted its business in compliance in all material respects with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the UK Bribery Act 2010, and all other applicable anti-bribery and anti-corruption laws and regulations. Each of the Relevant Entities has instituted and maintains policies and procedures designed to promote and achieve compliance with such laws and regulations.

(k) Tax Status. The Company, as an exempted company incorporated under the laws of the Cayman Islands, has obtained from the Cayman Islands Government an undertaking that, for a period of twenty years from the date of such undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains, or appreciation shall apply to the Company or its operations. The representations relating to the tax status of each of the Relevant Entities, including the tax status of DEH under the laws of the Cayman Islands, as set forth in the Purchase Agreement and the Offering Memoranda, remain true and correct in all material respects as of the Closing Date.

(l) Accuracy and Completeness of the Offering Memoranda. The Offering Memoranda are accurate and complete in all material respects, and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All statistical and market-related data included in the Offering Memoranda are based on or derived from sources that the Company believes to be reliable and accurate and such data accurately reflect the materials upon which they are based.

SECTION 4: COMPLIANCE WITH CONDITIONS PRECEDENT

The undersigned hereby certify, for and on behalf of each of the Issuers and each Guarantor, that all conditions precedent to the obligations of the Initial Purchasers under the Purchase Agreement to be satisfied by the Issuers and the Guarantors on or before the Closing Date have been duly and timely satisfied (or, where applicable, waived by the Initial Purchasers in writing) as of the Closing Date, including, without limitation, each of the following:

(a) Indenture. The Indenture, dated as of May 15, 2025, among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent (Corporate Trust Office: 100 Wall Street, Suite 1600, New York, New York 10005; attention: William Kerrigan, Vice President — Corporate Trust), has been duly executed and delivered by each of the parties thereto, and a true, correct, and complete copy thereof has been delivered to the Initial Purchasers and their counsel.

(b) Registration Rights Agreement. The Registration Rights Agreement, dated as of May 15, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, has been duly executed and delivered by each of the parties thereto, and a true, correct, and complete copy thereof has been delivered to the Initial Purchasers and their counsel.

(c) Security Documents. Each of the following Security Documents has been duly executed and delivered by the applicable parties thereto, and true, correct, and complete copies thereof have been delivered to the Initial Purchasers and their counsel:

(i) Collateral Agreement (U.S.) — a pledge and security interest agreement governed by the laws of the State of New York, pursuant to which the Issuers and the U.S. Guarantors (Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.) have granted a first-priority security interest (subject to Permitted Liens) in substantially all of their assets to Northgate Trust Company, N.A., as Collateral Agent, for the benefit of the holders of the Notes;

(ii) Collateral Agreement (Nigeria) — a debenture and charge over the assets of Dunmore Nigeria E&P Ltd., including its interests in OML 47 and OML 63, governed by the laws of the Federal Republic of Nigeria, in favor of Northgate Trust Company, N.A., as Collateral Agent, for the benefit of the holders of the Notes;

(iii) Collateral Agreement (England) — a debenture granted by Dunmore Trading Ltd. over substantially all of its assets, governed by the laws of England and Wales, in favor of Northgate Trust Company, N.A., as Collateral Agent, for the benefit of the holders of the Notes; and

(iv) Collateral Agreement (Senegal) — a nantissement and cession fiduciaire over the assets of Dunmore Senegal S.A., including its interests in the Cayar Offshore Block, governed by the laws of the Republic of Senegal, in favor of Northgate Trust Company, N.A., as Collateral Agent, for the benefit of the holders of the Notes.

(d) Intercreditor Agreement. The Intercreditor Agreement, dated as of May 15, 2025, among Northgate Trust Company, N.A. (in its capacity as Notes Collateral Agent) and Velthorn National Bank, N.A. (in its capacity as ABL Agent; 1111 Fannin Street, Suite 2500, Houston, Texas 77002; attention: Robert Cavanaugh, Relationship Manager), has been duly executed and delivered by each of the parties thereto, and a true, correct, and complete copy thereof has been delivered to the Initial Purchasers and their counsel. The Intercreditor Agreement sets forth the relative rights and priorities of the holders of the Notes and the lenders under the existing ABL Facility with respect to the shared collateral.

(e) Paying Agency Agreement. The Paying Agency Agreement, dated as of May 15, 2025, among the Issuers and Beacon Fiduciary Services LLC (240 Greenwich Street, 7th Floor, New York, New York 10007; attention: Sandra Mitchum, Relationship Manager), has been duly executed and delivered by each of the parties thereto, and a true, correct, and complete copy thereof has been delivered to the Initial Purchasers and their counsel.

(f) UCC Filings. UCC-1 financing statements have been duly filed with the Secretary of State of the State of Delaware with respect to each of the U.S. Issuers and U.S. Guarantors, as applicable, perfecting the security interests granted in the Collateral Agreement (U.S.), and file-stamped copies or confirmation of such filings have been delivered to the Initial Purchasers and their counsel.

(g) ABL Lender Consent / Acknowledgment. The consent and acknowledgment of Velthorn National Bank, N.A., as administrative agent under the existing $750,000,000 ABL revolving credit facility, to the issuance of the Notes, the granting of the liens under the Security Documents, and the execution and delivery of the Intercreditor Agreement, has been duly executed and delivered and a copy thereof has been provided to the Initial Purchasers and their counsel.

(h) Legal Opinions. The following legal opinions have been delivered to the Initial Purchasers and their counsel:

(i) Opinion of Calderwood & Harkness LLP (425 Lexington Avenue, New York, New York 10017), counsel to the Issuers and the Guarantors, regarding the enforceability under New York law of the Transaction Documents, corporate authorization, due execution and delivery, and compliance with applicable U.S. securities laws, including confirmation that the offer and sale of the Notes in the manner described in the Purchase Agreement and the Offering Memoranda are exempt from the registration requirements of the Securities Act;

(ii) Opinion of Kincaid & Moreau LLP (George Town, Grand Cayman, Cayman Islands; Nigel Ashworth), Cayman Islands counsel to the Company, regarding the valid existence and good standing of the Company under Cayman Islands law, the capacity, power, and authority of the Company to enter into and perform its obligations under the Transaction Documents, and the enforceability thereof under Cayman Islands law;

(iii) Opinion of Abayomi Chambers (Lagos, Nigeria; Chidinma Okafor), Nigerian counsel to Dunmore Nigeria E&P Ltd., regarding the valid existence and authority of Dunmore Nigeria E&P Ltd. under Nigerian law, the enforceability of the Collateral Agreement (Nigeria), and the validity of the security interests created thereunder;

(iv) Opinion of Cresswell & Greaves LLP (London, England; Fiona Halsted), English counsel to Dunmore Trading Ltd., regarding the valid existence and authority of Dunmore Trading Ltd. under the laws of England and Wales, the enforceability of the Collateral Agreement (England), and the validity of the security interests created thereunder;

(v) Opinion of Theron Moss & Associates SARL (Dakar, Senegal; Moustapha Sy), Senegalese counsel to Dunmore Senegal S.A., regarding the valid existence and authority of Dunmore Senegal S.A. under Senegalese law, the enforceability of the Collateral Agreement (Senegal), and the validity of the nantissement and cession fiduciaire created thereunder; and

(vi) Opinion of in-house counsel of Northgate Trust Company, N.A., regarding the due authorization, execution, and delivery by Northgate Trust Company, N.A. of the Indenture, the Security Documents, and the Intercreditor Agreement and its authority to act as Trustee and Collateral Agent thereunder.

(i) 10b-5 Disclosure Letter. A negative assurance letter (the "10b-5 Disclosure Letter") has been delivered by Calderwood & Harkness LLP to the Initial Purchasers, in customary form, stating that, based on their participation in the preparation of the Offering Memoranda and without independent investigation or verification, nothing has come to their attention that causes them to believe that the Offering Memoranda (other than financial statements and schedules, financial data, and reserves data included therein, as to which such counsel expresses no view) contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(j) Comfort Letters. Initial and bring-down comfort letters have been delivered by Alverton & Co. LLP, independent auditors of the Dunmore Group, to the Initial Purchasers, in customary form and substance satisfactory to the Initial Purchasers and their counsel, covering the financial statements and certain financial information included in the Offering Memoranda.

(k) Officers' Certificate and Secretary's/Director's Certificate. An Officers' Certificate and a Secretary's/Director's Certificate, each dated as of the Closing Date, together with an incumbency certificate identifying the officers authorized to execute the Transaction Documents and other closing documents on behalf of each of the Issuers and each Guarantor, have been delivered to the Initial Purchasers and their counsel.

(l) DTC Eligibility. The Notes have been declared eligible for clearance and settlement through the facilities of The Depository Trust Company ("DTC"), and DTC has confirmed its acceptance of the Notes for book-entry delivery, and the Notes will be represented by one or more Global Notes registered in the name of Cede & Co., as nominee of DTC.

(m) Final Offering Memorandum. The Final Offering Memorandum dated May 14, 2025 has been prepared and delivered to the Initial Purchasers, and copies thereof have been made available to prospective purchasers of the Notes in accordance with Rule 144A and Regulation S under the Securities Act.

(n) Preliminary Ratings. Preliminary ratings with respect to the Notes have been received as follows, and such ratings remain in effect and have not been modified, downgraded, or withdrawn as of the Closing Date:

(i) B2 / Stable from Lodestar Ratings International (Catherine Irvine, Lead Analyst); and

(ii) B+ / Stable from Veridian Credit Assessments Inc. (James Fenwick, Lead Analyst).

SECTION 5: NO DEFAULT OR EVENT OF DEFAULT

The undersigned hereby certify, for and on behalf of each of the Issuers and each Guarantor, that as of the Closing Date:

(a) No Default or Event of Default (each as defined in the Indenture) has occurred and is continuing, or would result from the issuance of the Notes and the application of the net proceeds thereof as described in the Final OM. The undersigned have reviewed the covenants and conditions set forth in the Indenture and have determined, based on such review and their knowledge of the business and affairs of each of the Relevant Entities, that no condition, event, or act exists or has occurred that constitutes, or that with the giving of notice or lapse of time or both would constitute, a Default or Event of Default under the Indenture.

(b) No default or event of default has occurred and is continuing under (i) the existing $750,000,000 ABL revolving credit facility with Velthorn National Bank, N.A., as administrative agent and lender (currently drawn at $470,000,000 as of the Closing Date), or (ii) the existing 7.50% Senior Unsecured Notes due October 2028 ($850,000,000 aggregate principal amount outstanding immediately prior to the partial repayment described in Section 6 hereof; $400,000,000 aggregate principal amount expected to remain outstanding following such partial repayment of $450,000,000 from the net proceeds of the Notes). The undersigned have reviewed the covenants and conditions set forth in the credit agreement governing the ABL revolving credit facility and the indenture governing the existing 7.50% Senior Unsecured Notes due 2028 and have confirmed that all such covenants and conditions have been satisfied and remain in compliance in all material respects as of the Closing Date.

SECTION 6: USE OF PROCEEDS CONFIRMATION

The undersigned hereby confirm, for and on behalf of each of the Issuers, that the net proceeds from the Offering will be applied as described in the Final Offering Memorandum, as set forth below:

The undersigned further confirm that no portion of the net proceeds of the Notes will be used, directly or indirectly, (i) in a manner that would result in a violation of any Sanctions administered or enforced by OFAC, the EU, the UK OFSI, or any other applicable governmental authority, (ii) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, or is located, organized, or resident in a Sanctioned Country, or (iii) in a manner that would result in a violation of any applicable anti-corruption laws, including the FCPA and the UK Bribery Act 2010.

SECTION 7: OFFERING MEMORANDA — NO OMISSION

The undersigned hereby certify, for and on behalf of each of the Issuers and each Guarantor, as follows:

(a) The Preliminary OM, as of April 28, 2025 (the Reference Date), did not, and the Final OM, as of May 14, 2025, and as of the Closing Date, does not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The undersigned have carefully reviewed each of the Offering Memoranda and have made due inquiry of the officers, employees, and advisors of each of the Relevant Entities as to the accuracy and completeness of the information contained therein, and, based on such review and inquiry, have concluded that the foregoing certification is true and correct.

(b) The financial information included in the Offering Memoranda is accurate and complete in all material respects, having been derived from the audited consolidated financial statements of DEH audited by Alverton & Co. LLP. Such financial information includes, without limitation, the following key financial metrics for the fiscal year ended December 31, 2024:

• Revenue: $2,140,000,000

• EBITDA: $816,000,000

• Net income: $294,000,000

• Total assets: $4,870,000,000

• Capital expenditures: $387,000,000

• Pre-offering total debt: $1,320,000,000

• Cash and cash equivalents: $185,000,000

(c) The pro forma financial information included in the Offering Memoranda, giving effect to the issuance of the Notes and the application of the net proceeds thereof as described in the Final OM (including the partial repayment of $450,000,000 of the existing 7.50% Senior Unsecured Notes due 2028), has been prepared on a reasonable basis and in good faith and presents fairly, in all material respects, the pro forma financial condition of the Dunmore Group as adjusted for the transactions described therein. Pro forma financial metrics include:

• Post-offering total debt: $1,720,000,000

• Pro forma gross leverage ratio: 2.11x (total debt / EBITDA)

• Pro forma net leverage ratio: 1.88x (net debt / EBITDA)

(d) The reserves information included in the Offering Memoranda, reflecting total proved reserves of 345.8 MMboe and an aggregate PV-10 of $6,700,000,000, as prepared by Duval Howard & Partners as of December 31, 2024, remains accurate in all material respects as of the Closing Date. The undersigned are not aware of any changes, developments, or events since December 31, 2024 that would cause the reserves information as of such date to be materially inaccurate or misleading, including any material downward revisions to proved reserves, material changes to commodity price assumptions, or material adverse changes to operating costs or production rates.

(e) The environmental, social, and governance ("ESG") disclosures included in the Offering Memoranda are accurate in all material respects and are not misleading. Such disclosures were prepared with the assistance of Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, Lead Consultant) and include, without limitation, the following information:

• Scope 1 greenhouse gas emissions: 1.42 million metric tons CO₂e

• Scope 2 greenhouse gas emissions: 0.18 million metric tons CO₂e

• Community development spend in Nigeria: $14.2 million

• Methane flaring intensity: 3.8 m³/boe

• Net-zero by 2050 commitment in line with the Company's published Climate Transition Plan

The undersigned confirm that the methodologies and assumptions used in preparing the ESG disclosures are consistent with industry standards and have been applied on a consistent basis.

(f) The sanctions screening results completed by Sandoval Compliance Solutions LLC (Rosa Medina, Lead Consultant) on April 25, 2025, covering each of the Relevant Entities, their respective directors, officers, and, where applicable, material counterparties, remain accurate as of the Closing Date. No new sanctions designations, compliance issues, or adverse findings have arisen or come to the attention of the undersigned since the date of such screening, and no investigation, inquiry, or enforcement action by any governmental authority with respect to potential sanctions violations has been initiated or, to the knowledge of the undersigned, threatened against any of the Relevant Entities.

SECTION 8: OWNERSHIP CONFIRMATION

The undersigned hereby confirm, for and on behalf of the Company, that the ownership structure of DEH as disclosed in the Offering Memoranda remains accurate in all material respects as of the Closing Date. The equity ownership of DEH is as follows:

The undersigned confirm that no change in the ownership structure of DEH has occurred since the date of the Preliminary OM, and no agreement, arrangement, or understanding exists pursuant to which any material change in the ownership structure of DEH is contemplated, other than as disclosed in the Offering Memoranda.

SECTION 9: NO PROCEEDINGS

The undersigned hereby certify, for and on behalf of each of the Issuers and each Guarantor, that no stop order, restraining order, injunction, or other order of any court or governmental authority preventing or suspending the use of the Preliminary OM or the Final OM, or the offering, sale, or delivery of the Notes, has been issued as of the Closing Date. No proceeding for any such purpose has been initiated by any court, regulatory agency, or governmental authority, and no such proceeding has been, to the knowledge of the undersigned after due inquiry, threatened. The undersigned further confirm that no governmental or regulatory action, suit, or proceeding is pending or, to the knowledge of the undersigned, threatened that would question the legality or validity of the Notes, the Guarantees, the Indenture, or any of the other Transaction Documents, or the right of any Issuer or any Guarantor to enter into or perform its obligations under any of the Transaction Documents.

By: ________

Name: Thomas Hargrave

Title: Director

Date: May 15, 2025

Use of Proceeds	Amount
Partial repayment of existing 7.50% Senior Unsecured Notes due 2028 (via tender offer and/or open-market purchases)	$450,000,000
Fund Cayar Offshore Phase II development capital expenditures (Senegal)	$250,000,000
General corporate purposes and working capital	$114,750,000
Estimated fees and expenses of the Offering (including Initial Purchasers' discount, legal fees, accounting fees, rating agency fees, trustee fees, and printing costs)	$22,500,000
Total (equals gross proceeds of $850,000,000 at 98.50% issue price)	$837,250,000
Shareholder	Equity Interest
Harborview Capital Partners Fund VI, L.P. (Elaine Prescott, Managing Director; David Stein, Partner)	62.4%
Management and directors of DEH and its subsidiaries	18.3%
Solstice Infrastructure Fund LP (co-investor)	11.1%
Alderman Family Office LLC (co-investor)	8.2%
Total	100.0%

BRING-DOWN DUE DILIGENCE CERTIFICATE
May 15, 2025
Delivered pursuant to Section 7(h) of the Purchase Agreement dated May 12, 2025 (the "Purchase Agreement") among Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the "Company" or "Issuer" or "DEH"), Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware (the "Co-Issuer," and together with the Company, the "Issuers"), the Guarantors party thereto (as identified in Section 1 hereof), and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC (collectively, the "Initial Purchasers"), in connection with the offering (the "Offering") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes").
This Bring-Down Due Diligence Certificate (this "Certificate") is dated as of May 15, 2025 (the "Closing Date") and references information contained in and derived from the Preliminary Offering Memorandum dated April 28, 2025 (the "Preliminary OM") and the Final Offering Memorandum dated May 14, 2025 (the "Final OM" and, together with the Preliminary OM, the "Offering Memoranda"). As used in this Certificate, the term "Reference Date" means April 28, 2025, the date of the Preliminary OM.
RECITALS
WHEREAS, the undersigned, Marcus Ellingham and Deepa Rajaram, are the Chief Executive Officer and Chief Financial Officer, respectively, of Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands, with its registered office at c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, and its principal executive offices located at 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands;
WHEREAS, Dunmore upstream Finance Corp. is a corporation organized under the laws of the State of Delaware (EIN 93-4728106), with its registered agent being Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005, formed as a wholly-owned subsidiary of DEH solely for the purpose of serving as co-issuer of the Notes and any future debt securities issued by the Issuers;
WHEREAS, this Certificate is delivered pursuant to Section 7(h) of the Purchase Agreement as a condition precedent to the obligations of the Initial Purchasers to consummate the purchase of the Notes on the Closing Date, and the undersigned understand and acknowledge that the Initial Purchasers are relying on the certifications, representations, and confirmations contained herein in determining to proceed with the closing of the purchase of the Notes;
WHEREAS, the Offering Memoranda relate to the offering of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032, issued pursuant to an Indenture dated as of May 15, 2025 (the "Indenture") among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent;
WHEREAS, the Notes are being offered and sold in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and are being placed (a) pursuant to Rule 144A under the Securities Act to persons reasonably believed to be qualified institutional buyers ("QIBs") and (b) pursuant to Regulation S under the Securities Act to non-U.S. persons (as defined in Regulation S) in offshore transactions;
WHEREAS, the Notes have been assigned the following identifiers: CUSIP (144A): 265387 AA 5; CUSIP (Reg S): C2085R AA 2; ISIN (144A): US265387AA51; ISIN (Reg S): USC2085RAA24;
WHEREAS, Northgate Trust Company, N.A. serves as Trustee and Collateral Agent under the Indenture; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement or the Indenture, as applicable.
NOW, THEREFORE, the undersigned hereby certify, represent, and confirm to the Initial Purchasers, for and on behalf of each of the Issuers and each Guarantor, as follows:
SECTION 1: IDENTIFICATION OF GUARANTORS
Each of the following entities is a Guarantor party to the Purchase Agreement and the Indenture, and has guaranteed, on a senior secured basis, the obligations of the Issuers under the Notes and the Indenture (each, a "Guarantor" and collectively, the "Guarantors"):
1.  Dunmore Nigeria E&P Ltd. — a limited company incorporated under the laws of the Federal Republic of Nigeria, registered with the Corporate Affairs Commission of Nigeria (the "CAC"), and serving as the operator of Oil Mining Leases OML 47 and OML 63 located in the Niger Delta region of Nigeria. Dunmore Nigeria E&P Ltd. is a wholly-owned indirect subsidiary of the Company.
2.  Dunmore Gulf Operations LLC — a limited liability company organized under the laws of the State of Delaware, and the leaseholder of deepwater exploration and production leases in the Green Canyon and Garden Banks areas of the United States federal waters of the Gulf of Mexico. Dunmore Gulf Operations LLC is a wholly-owned indirect subsidiary of the Company.
3.  Dunmore Renewables LLC — a limited liability company organized under the laws of the State of Delaware, and the owner and operator of a 220 megawatt (MW) solar photovoltaic generation portfolio located in West Texas, United States. Dunmore Renewables LLC is a wholly-owned indirect subsidiary of the Company.
4.  Dunmore Senegal S.A. — a société anonyme organized under the laws of the Republic of Senegal, and the operator of the Cayar Offshore Block located in the offshore waters of Senegal. Dunmore Senegal S.A. is a wholly-owned indirect subsidiary of the Company.
5.  Dunmore Midstream Holdings Inc. — a corporation organized under the laws of the State of Delaware, and the owner and operator of pipeline gathering systems and gas processing infrastructure supporting the upstream operations of the Dunmore Group. Dunmore Midstream Holdings Inc. is a wholly-owned indirect subsidiary of the Company.
6.  Dunmore Trading Ltd. — a private limited company incorporated under the laws of England and Wales, serving as the offtake and physical commodity trading arm for crude oil and natural gas produced by the Dunmore Group. Dunmore Trading Ltd. is a wholly-owned indirect subsidiary of the Company.
The Issuers and each Guarantor are collectively referred to herein as the "Dunmore Group" or the "Relevant Entities." Each Guarantor has authorized the delivery of this Certificate and the making of the certifications, representations, and confirmations contained herein as they relate to such Guarantor.
SECTION 2: NO MATERIAL ADVERSE CHANGE CERTIFICATION
The undersigned hereby certify, for and on behalf of each of the Issuers and each Guarantor, that since the Reference Date (April 28, 2025) through and including the Closing Date (May 15, 2025):
(a) There has been no material adverse change in the business, properties, financial condition, results of operations, or prospects of the Company and its subsidiaries, taken as a whole, from that set forth in or contemplated by the Preliminary OM and the Final OM. Without limiting the generality of the foregoing, the undersigned confirm that the operations of the Dunmore Group across each of its operating jurisdictions, including Nigeria, Senegal, the Gulf of Mexico, and West Texas, have continued in the ordinary course of business consistent with past practice during the period from the Reference Date through the Closing Date.
(b) There has been no material adverse change in the general affairs of the Company and its subsidiaries, taken as a whole, that would make any statement in the Offering Memoranda, in the light of the circumstances under which such statements were made, misleading in any material respect. The undersigned have reviewed the Offering Memoranda and have considered whether any events, developments, or changes in circumstances since the Reference Date would cause any statement in the Offering Memoranda to be misleading in any material respect, and the undersigned have concluded that no such event, development, or change in circumstances has occurred.
(c) No event or development has occurred that, individually or in the aggregate, would be reasonably expected to have a Material Adverse Effect (as defined in the Purchase Agreement). The undersigned have made due and careful inquiry of the officers and senior personnel of each of the Relevant Entities and, based on such inquiry and their own knowledge, have determined that no such event or development has occurred or is reasonably expected to occur.
SECTION 3: ACCURACY OF REPRESENTATIONS AND WARRANTIES
The undersigned hereby certify, for and on behalf of each of the Issuers and each Guarantor, that each of the representations and warranties made by the Issuers and each Guarantor contained in the Purchase Agreement dated May 12, 2025 are true and correct in all material respects as of the Closing Date (May 15, 2025), with the same force and effect as though made on and as of the Closing Date (except to the extent that any such representation or warranty is expressly made as of a specified date, in which case such representation or warranty is true and correct in all material respects as of such specified date), including, without limitation, the representations and warranties relating to the following:
(a) Due Organization, Valid Existence, and Good Standing. Each of the Issuers and each Guarantor has been duly organized, is validly existing, and, where applicable, is in good standing under the laws of its respective jurisdiction of incorporation or formation, and has all requisite corporate, limited liability company, or other organizational power and authority to own, lease, and operate its properties and to carry on its business as presently conducted and as described in the Offering Memoranda. Each of the Relevant Entities is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties requires such qualification or licensing, except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
(b) Corporate Power and Authority. Each of the Issuers and each Guarantor has the requisite corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Security Documents (including, without limitation, each Collateral Agreement applicable to such entity), and the Intercreditor Agreement (collectively, the "Transaction Documents"), and to consummate the transactions contemplated thereby, including the issuance and sale of the Notes and the granting of the Guarantees.
(c) Authorization, Execution, and Delivery of the Notes. The Notes, in the aggregate principal amount of $850,000,000, have been duly authorized by all requisite corporate or other organizational action on the part of each of the Issuers. The Notes have been duly executed and delivered by the Issuers and, when authenticated by the Trustee in accordance with the terms of the Indenture and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity.
(d) No Conflict. The execution, delivery, and performance by each of the Issuers and each Guarantor of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby, including the issuance and sale of the Notes, do not and will not (i) conflict with or result in a violation of the certificate of incorporation, memorandum and articles of association, operating agreement, bylaws, or other organizational documents of any Issuer or any Guarantor, (ii) conflict with or result in a violation of any applicable law, statute, rule, regulation, judgment, order, writ, or decree of any governmental authority having jurisdiction over such entity or any of its properties, or (iii) result in a breach of, constitute a default under, or require any consent under any material agreement, indenture, mortgage, deed of trust, loan agreement, note, lease, license, or other instrument or obligation to which any Issuer or any Guarantor is a party or by which any Issuer or any Guarantor or any of its properties is bound, except in the case of clause (iii) where such breach, default, or failure to obtain consent would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
(e) Financial Statements. The financial statements included in the Offering Memoranda, which have been audited by Alverton & Co. LLP (lead engagement partner: Graham Stillwell), present fairly, in all material respects, the financial condition and results of operations of the Dunmore Group for and as of the periods and dates indicated therein, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") applied on a consistent basis throughout the periods involved, except as otherwise noted therein. The selected financial data and summary financial information included in the Offering Memoranda present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with the audited consolidated financial statements included in the Offering Memoranda. No other financial statements or schedules are required under applicable rules and regulations to be included in the Offering Memoranda.
(f) Compliance with Laws. Each of the Issuers and each Guarantor is in compliance in all material respects with all applicable laws, rules, and regulations, including, without limitation, all environmental laws and regulations applicable to the operations of the Dunmore Group in Nigeria (OML 47 and OML 63), Senegal (the Cayar Offshore Block), the Gulf of Mexico (Green Canyon and Garden Banks deepwater leases), and West Texas (the 220 MW solar portfolio). Without limiting the foregoing, the Dunmore Group maintains all permits, licenses, franchises, and governmental authorizations necessary for the conduct of its business as currently conducted and as described in the Offering Memoranda, except where the failure to maintain any such permit, license, franchise, or authorization would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
(g) Reserves Information. The reserves information included in the Offering Memoranda, based on the reserves report of Duval Howard & Partners (led by Dr. Evelyn Marchetti), reflecting total proved reserves of 345.8 million barrels of oil equivalent ("MMboe") with an aggregate present value of estimated future net revenues discounted at 10% per annum ("PV-10") of $6,700,000,000 as of December 31, 2024, has been prepared in accordance with the definitions and guidelines established by the Petroleum Resources Management System as jointly sponsored by the Society of Petroleum Engineers, the World Petroleum Council, the American Association of Petroleum Geologists, and the Society of Petroleum Evaluation Engineers, and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission to the extent applicable. The Company has reviewed and is not aware of any material inaccuracies in or material omissions from such reserves information.
(h) Litigation. Except as disclosed in the Offering Memoranda, there are no pending or, to the knowledge of the undersigned, threatened legal or governmental actions, suits, proceedings, inquiries, investigations, or arbitrations against or affecting any of the Relevant Entities or any of their respective properties that, individually or in the aggregate, would be reasonably expected to result in a Material Adverse Effect or would materially and adversely affect the ability of any Issuer or any Guarantor to perform its obligations under the Transaction Documents.
(i) OFAC Sanctions Compliance. None of the Issuers, the Guarantors, or any of their respective directors, officers, or, to the knowledge of the undersigned, controlled affiliates is a person that is, or is directly or indirectly owned or controlled by a person that is, (i) the subject or target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty's Treasury of the United Kingdom (collectively, "Sanctions"), (ii) listed on the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List"), the OFAC Sectoral Sanctions Identifications List (the "SSI List"), the EU Consolidated Sanctions List, or the UK Office of Financial Sanctions Implementation Consolidated List (the "OFSI List"), or (iii) located, organized, or resident in a country or territory that is the subject or target of comprehensive Sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine). No proceeds of the Notes will be used, directly or indirectly, in a manner that would result in a violation of any Sanctions by any person, including the Initial Purchasers.
(j) Anti-Corruption Compliance. Each of the Issuers and each Guarantor has conducted its business in compliance in all material respects with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the UK Bribery Act 2010, and all other applicable anti-bribery and anti-corruption laws and regulations. Each of the Relevant Entities has instituted and maintains policies and procedures designed to promote and achieve compliance with such laws and regulations.
(k) Tax Status. The Company, as an exempted company incorporated under the laws of the Cayman Islands, has obtained from the Cayman Islands Government an undertaking that, for a period of twenty years from the date of such undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains, or appreciation shall apply to the Company or its operations. The representations relating to the tax status of each of the Relevant Entities, including the tax status of DEH under the laws of the Cayman Islands, as set forth in the Purchase Agreement and the Offering Memoranda, remain true and correct in all material respects as of the Closing Date.
(l) Accuracy and Completeness of the Offering Memoranda. The Offering Memoranda are accurate and complete in all material respects, and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All statistical and market-related data included in the Offering Memoranda are based on or derived from sources that the Company believes to be reliable and accurate and such data accurately reflect the materials upon which they are based.
SECTION 4: COMPLIANCE WITH CONDITIONS PRECEDENT
The undersigned hereby certify, for and on behalf of each of the Issuers and each Guarantor, that all conditions precedent to the obligations of the Initial Purchasers under the Purchase Agreement to be satisfied by the Issuers and the Guarantors on or before the Closing Date have been duly and timely satisfied (or, where applicable, waived by the Initial Purchasers in writing) as of the Closing Date, including, without limitation, each of the following:
(a) Indenture. The Indenture, dated as of May 15, 2025, among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent (Corporate Trust Office: 100 Wall Street, Suite 1600, New York, New York 10005; attention: William Kerrigan, Vice President — Corporate Trust), has been duly executed and delivered by each of the parties thereto, and a true, correct, and complete copy thereof has been delivered to the Initial Purchasers and their counsel.
(b) Registration Rights Agreement. The Registration Rights Agreement, dated as of May 15, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, has been duly executed and delivered by each of the parties thereto, and a true, correct, and complete copy thereof has been delivered to the Initial Purchasers and their counsel.
(c) Security Documents. Each of the following Security Documents has been duly executed and delivered by the applicable parties thereto, and true, correct, and complete copies thereof have been delivered to the Initial Purchasers and their counsel:
(i) Collateral Agreement (U.S.) — a pledge and security interest agreement governed by the laws of the State of New York, pursuant to which the Issuers and the U.S. Guarantors (Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.) have granted a first-priority security interest (subject to Permitted Liens) in substantially all of their assets to Northgate Trust Company, N.A., as Collateral Agent, for the benefit of the holders of the Notes;
(ii) Collateral Agreement (Nigeria) — a debenture and charge over the assets of Dunmore Nigeria E&P Ltd., including its interests in OML 47 and OML 63, governed by the laws of the Federal Republic of Nigeria, in favor of Northgate Trust Company, N.A., as Collateral Agent, for the benefit of the holders of the Notes;
(iii) Collateral Agreement (England) — a debenture granted by Dunmore Trading Ltd. over substantially all of its assets, governed by the laws of England and Wales, in favor of Northgate Trust Company, N.A., as Collateral Agent, for the benefit of the holders of the Notes; and
(iv) Collateral Agreement (Senegal) — a nantissement and cession fiduciaire over the assets of Dunmore Senegal S.A., including its interests in the Cayar Offshore Block, governed by the laws of the Republic of Senegal, in favor of Northgate Trust Company, N.A., as Collateral Agent, for the benefit of the holders of the Notes.
(d) Intercreditor Agreement. The Intercreditor Agreement, dated as of May 15, 2025, among Northgate Trust Company, N.A. (in its capacity as Notes Collateral Agent) and Velthorn National Bank, N.A. (in its capacity as ABL Agent; 1111 Fannin Street, Suite 2500, Houston, Texas 77002; attention: Robert Cavanaugh, Relationship Manager), has been duly executed and delivered by each of the parties thereto, and a true, correct, and complete copy thereof has been delivered to the Initial Purchasers and their counsel. The Intercreditor Agreement sets forth the relative rights and priorities of the holders of the Notes and the lenders under the existing ABL Facility with respect to the shared collateral.
(e) Paying Agency Agreement. The Paying Agency Agreement, dated as of May 15, 2025, among the Issuers and Beacon Fiduciary Services LLC (240 Greenwich Street, 7th Floor, New York, New York 10007; attention: Sandra Mitchum, Relationship Manager), has been duly executed and delivered by each of the parties thereto, and a true, correct, and complete copy thereof has been delivered to the Initial Purchasers and their counsel.
(f) UCC Filings. UCC-1 financing statements have been duly filed with the Secretary of State of the State of Delaware with respect to each of the U.S. Issuers and U.S. Guarantors, as applicable, perfecting the security interests granted in the Collateral Agreement (U.S.), and file-stamped copies or confirmation of such filings have been delivered to the Initial Purchasers and their counsel.
(g) ABL Lender Consent / Acknowledgment. The consent and acknowledgment of Velthorn National Bank, N.A., as administrative agent under the existing $750,000,000 ABL revolving credit facility, to the issuance of the Notes, the granting of the liens under the Security Documents, and the execution and delivery of the Intercreditor Agreement, has been duly executed and delivered and a copy thereof has been provided to the Initial Purchasers and their counsel.
(h) Legal Opinions. The following legal opinions have been delivered to the Initial Purchasers and their counsel:
(i) Opinion of Calderwood & Harkness LLP (425 Lexington Avenue, New York, New York 10017), counsel to the Issuers and the Guarantors, regarding the enforceability under New York law of the Transaction Documents, corporate authorization, due execution and delivery, and compliance with applicable U.S. securities laws, including confirmation that the offer and sale of the Notes in the manner described in the Purchase Agreement and the Offering Memoranda are exempt from the registration requirements of the Securities Act;
(ii) Opinion of Kincaid & Moreau LLP (George Town, Grand Cayman, Cayman Islands; Nigel Ashworth), Cayman Islands counsel to the Company, regarding the valid existence and good standing of the Company under Cayman Islands law, the capacity, power, and authority of the Company to enter into and perform its obligations under the Transaction Documents, and the enforceability thereof under Cayman Islands law;
(iii) Opinion of Abayomi Chambers (Lagos, Nigeria; Chidinma Okafor), Nigerian counsel to Dunmore Nigeria E&P Ltd., regarding the valid existence and authority of Dunmore Nigeria E&P Ltd. under Nigerian law, the enforceability of the Collateral Agreement (Nigeria), and the validity of the security interests created thereunder;
(iv) Opinion of Cresswell & Greaves LLP (London, England; Fiona Halsted), English counsel to Dunmore Trading Ltd., regarding the valid existence and authority of Dunmore Trading Ltd. under the laws of England and Wales, the enforceability of the Collateral Agreement (England), and the validity of the security interests created thereunder;
(v) Opinion of Theron Moss & Associates SARL (Dakar, Senegal; Moustapha Sy), Senegalese counsel to Dunmore Senegal S.A., regarding the valid existence and authority of Dunmore Senegal S.A. under Senegalese law, the enforceability of the Collateral Agreement (Senegal), and the validity of the nantissement and cession fiduciaire created thereunder; and
(vi) Opinion of in-house counsel of Northgate Trust Company, N.A., regarding the due authorization, execution, and delivery by Northgate Trust Company, N.A. of the Indenture, the Security Documents, and the Intercreditor Agreement and its authority to act as Trustee and Collateral Agent thereunder.
(i) 10b-5 Disclosure Letter. A negative assurance letter (the "10b-5 Disclosure Letter") has been delivered by Calderwood & Harkness LLP to the Initial Purchasers, in customary form, stating that, based on their participation in the preparation of the Offering Memoranda and without independent investigation or verification, nothing has come to their attention that causes them to believe that the Offering Memoranda (other than financial statements and schedules, financial data, and reserves data included therein, as to which such counsel expresses no view) contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(j) Comfort Letters. Initial and bring-down comfort letters have been delivered by Alverton & Co. LLP, independent auditors of the Dunmore Group, to the Initial Purchasers, in customary form and substance satisfactory to the Initial Purchasers and their counsel, covering the financial statements and certain financial information included in the Offering Memoranda.
(k) Officers' Certificate and Secretary's/Director's Certificate. An Officers' Certificate and a Secretary's/Director's Certificate, each dated as of the Closing Date, together with an incumbency certificate identifying the officers authorized to execute the Transaction Documents and other closing documents on behalf of each of the Issuers and each Guarantor, have been delivered to the Initial Purchasers and their counsel.
(l) DTC Eligibility. The Notes have been declared eligible for clearance and settlement through the facilities of The Depository Trust Company ("DTC"), and DTC has confirmed its acceptance of the Notes for book-entry delivery, and the Notes will be represented by one or more Global Notes registered in the name of Cede & Co., as nominee of DTC.
(m) Final Offering Memorandum. The Final Offering Memorandum dated May 14, 2025 has been prepared and delivered to the Initial Purchasers, and copies thereof have been made available to prospective purchasers of the Notes in accordance with Rule 144A and Regulation S under the Securities Act.
(n) Preliminary Ratings. Preliminary ratings with respect to the Notes have been received as follows, and such ratings remain in effect and have not been modified, downgraded, or withdrawn as of the Closing Date:
(i) B2 / Stable from Lodestar Ratings International (Catherine Irvine, Lead Analyst); and
(ii) B+ / Stable from Veridian Credit Assessments Inc. (James Fenwick, Lead Analyst).
SECTION 5: NO DEFAULT OR EVENT OF DEFAULT
The undersigned hereby certify, for and on behalf of each of the Issuers and each Guarantor, that as of the Closing Date:
(a) No Default or Event of Default (each as defined in the Indenture) has occurred and is continuing, or would result from the issuance of the Notes and the application of the net proceeds thereof as described in the Final OM. The undersigned have reviewed the covenants and conditions set forth in the Indenture and have determined, based on such review and their knowledge of the business and affairs of each of the Relevant Entities, that no condition, event, or act exists or has occurred that constitutes, or that with the giving of notice or lapse of time or both would constitute, a Default or Event of Default under the Indenture.
(b) No default or event of default has occurred and is continuing under (i) the existing $750,000,000 ABL revolving credit facility with Velthorn National Bank, N.A., as administrative agent and lender (currently drawn at $470,000,000 as of the Closing Date), or (ii) the existing 7.50% Senior Unsecured Notes due October 2028 ($850,000,000 aggregate principal amount outstanding immediately prior to the partial repayment described in Section 6 hereof; $400,000,000 aggregate principal amount expected to remain outstanding following such partial repayment of $450,000,000 from the net proceeds of the Notes). The undersigned have reviewed the covenants and conditions set forth in the credit agreement governing the ABL revolving credit facility and the indenture governing the existing 7.50% Senior Unsecured Notes due 2028 and have confirmed that all such covenants and conditions have been satisfied and remain in compliance in all material respects as of the Closing Date.
SECTION 6: USE OF PROCEEDS CONFIRMATION
The undersigned hereby confirm, for and on behalf of each of the Issuers, that the net proceeds from the Offering will be applied as described in the Final Offering Memorandum, as set forth below:
The undersigned further confirm that no portion of the net proceeds of the Notes will be used, directly or indirectly, (i) in a manner that would result in a violation of any Sanctions administered or enforced by OFAC, the EU, the UK OFSI, or any other applicable governmental authority, (ii) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, or is located, organized, or resident in a Sanctioned Country, or (iii) in a manner that would result in a violation of any applicable anti-corruption laws, including the FCPA and the UK Bribery Act 2010.
SECTION 7: OFFERING MEMORANDA — NO OMISSION
The undersigned hereby certify, for and on behalf of each of the Issuers and each Guarantor, as follows:
(a) The Preliminary OM, as of April 28, 2025 (the Reference Date), did not, and the Final OM, as of May 14, 2025, and as of the Closing Date, does not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The undersigned have carefully reviewed each of the Offering Memoranda and have made due inquiry of the officers, employees, and advisors of each of the Relevant Entities as to the accuracy and completeness of the information contained therein, and, based on such review and inquiry, have concluded that the foregoing certification is true and correct.
(b) The financial information included in the Offering Memoranda is accurate and complete in all material respects, having been derived from the audited consolidated financial statements of DEH audited by Alverton & Co. LLP. Such financial information includes, without limitation, the following key financial metrics for the fiscal year ended December 31, 2024:
•  Revenue: $2,140,000,000
•  EBITDA: $816,000,000
•  Net income: $294,000,000
•  Total assets: $4,870,000,000
•  Capital expenditures: $387,000,000
•  Pre-offering total debt: $1,320,000,000
•  Cash and cash equivalents: $185,000,000
(c) The pro forma financial information included in the Offering Memoranda, giving effect to the issuance of the Notes and the application of the net proceeds thereof as described in the Final OM (including the partial repayment of $450,000,000 of the existing 7.50% Senior Unsecured Notes due 2028), has been prepared on a reasonable basis and in good faith and presents fairly, in all material respects, the pro forma financial condition of the Dunmore Group as adjusted for the transactions described therein. Pro forma financial metrics include:
•  Post-offering total debt: $1,720,000,000
•  Pro forma gross leverage ratio: 2.11x (total debt / EBITDA)
•  Pro forma net leverage ratio: 1.88x (net debt / EBITDA)
(d) The reserves information included in the Offering Memoranda, reflecting total proved reserves of 345.8 MMboe and an aggregate PV-10 of $6,700,000,000, as prepared by Duval Howard & Partners as of December 31, 2024, remains accurate in all material respects as of the Closing Date. The undersigned are not aware of any changes, developments, or events since December 31, 2024 that would cause the reserves information as of such date to be materially inaccurate or misleading, including any material downward revisions to proved reserves, material changes to commodity price assumptions, or material adverse changes to operating costs or production rates.
(e) The environmental, social, and governance ("ESG") disclosures included in the Offering Memoranda are accurate in all material respects and are not misleading. Such disclosures were prepared with the assistance of Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, Lead Consultant) and include, without limitation, the following information:
•  Scope 1 greenhouse gas emissions: 1.42 million metric tons CO₂e
•  Scope 2 greenhouse gas emissions: 0.18 million metric tons CO₂e
•  Community development spend in Nigeria: $14.2 million
•  Methane flaring intensity: 3.8 m³/boe
•  Net-zero by 2050 commitment in line with the Company's published Climate Transition Plan
The undersigned confirm that the methodologies and assumptions used in preparing the ESG disclosures are consistent with industry standards and have been applied on a consistent basis.
(f) The sanctions screening results completed by Sandoval Compliance Solutions LLC (Rosa Medina, Lead Consultant) on April 25, 2025, covering each of the Relevant Entities, their respective directors, officers, and, where applicable, material counterparties, remain accurate as of the Closing Date. No new sanctions designations, compliance issues, or adverse findings have arisen or come to the attention of the undersigned since the date of such screening, and no investigation, inquiry, or enforcement action by any governmental authority with respect to potential sanctions violations has been initiated or, to the knowledge of the undersigned, threatened against any of the Relevant Entities.
SECTION 8: OWNERSHIP CONFIRMATION
The undersigned hereby confirm, for and on behalf of the Company, that the ownership structure of DEH as disclosed in the Offering Memoranda remains accurate in all material respects as of the Closing Date. The equity ownership of DEH is as follows:
The undersigned confirm that no change in the ownership structure of DEH has occurred since the date of the Preliminary OM, and no agreement, arrangement, or understanding exists pursuant to which any material change in the ownership structure of DEH is contemplated, other than as disclosed in the Offering Memoranda.
SECTION 9: NO PROCEEDINGS
The undersigned hereby certify, for and on behalf of each of the Issuers and each Guarantor, that no stop order, restraining order, injunction, or other order of any court or governmental authority preventing or suspending the use of the Preliminary OM or the Final OM, or the offering, sale, or delivery of the Notes, has been issued as of the Closing Date. No proceeding for any such purpose has been initiated by any court, regulatory agency, or governmental authority, and no such proceeding has been, to the knowledge of the undersigned after due inquiry, threatened. The undersigned further confirm that no governmental or regulatory action, suit, or proceeding is pending or, to the knowledge of the undersigned, threatened that would question the legality or validity of the Notes, the Guarantees, the Indenture, or any of the other Transaction Documents, or the right of any Issuer or any Guarantor to enter into or perform its obligations under any of the Transaction Documents.
SECTION 10: RELIANCE
This Certificate is furnished to the Initial Purchasers — Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC — and their counsel, Whitfield Baxter & Cohn LLP (51 West 52nd Street, New York, New York 10019; attention: Harrison Cates, Lead Partner, and Priya Naveen, Associate), in connection with the closing of the purchase of the Notes on the Closing Date pursuant to the Purchase Agreement.
This Certificate may be relied upon by each of the Initial Purchasers in consummating the purchase of the Notes and in making the representations, warranties, and agreements of the Initial Purchasers set forth in the Purchase Agreement. The Initial Purchasers shall be entitled to rely on the certifications, representations, and confirmations contained in this Certificate as though each were made directly to each Initial Purchaser on and as of the Closing Date.
This Certificate may also be relied upon by Calderwood & Harkness LLP (425 Lexington Avenue, New York, New York 10017; attention: Jennifer Kwon, Responsible Partner), counsel to the Issuers and the Guarantors, in connection with the delivery of its legal opinions and its 10b-5 disclosure letter (negative assurance letter) to the Initial Purchasers pursuant to the Purchase Agreement.
The undersigned acknowledge and agree that the delivery of this Certificate is a material inducement to the Initial Purchasers to consummate the purchase of the Notes and that the Initial Purchasers would not consummate the purchase of the Notes without the delivery of this Certificate and the certifications, representations, and confirmations contained herein. The certifications, representations, and confirmations contained in this Certificate shall survive the closing of the purchase of the Notes for such period as is specified in the Purchase Agreement.
[Remainder of this page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, the undersigned have executed this Bring-Down Due Diligence Certificate as of the date first written above.
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Marcus Ellingham
Title: Chief Executive Officer
By: ________
Name: Deepa Rajaram
Title: Chief Financial Officer
Date: May 15, 2025
DUNMORE UPSTREAM FINANCE CORP.
By: ________
Name: Marcus Ellingham
Title: President
By: ________
Name: Deepa Rajaram
Title: Treasurer
Date: May 15, 2025
ACKNOWLEDGED AND CONFIRMED ON BEHALF OF EACH GUARANTOR
Each of the undersigned, being a duly authorized officer of the respective Guarantor identified below, hereby acknowledges and confirms, for and on behalf of such Guarantor, that the certifications, representations, and confirmations contained in this Certificate are true and correct in all material respects as they relate to such Guarantor, as of the Closing Date.
DUNMORE NIGERIA E&P LTD.
By: ________
Name: Adeyemi Oladipo
Title: Managing Director
Date: May 15, 2025
DUNMORE GULF OPERATIONS LLC
By: ________
Name: Rachel Underwood
Title: Vice President and General Manager
Date: May 15, 2025
DUNMORE RENEWABLES LLC
By: ________
Name: Colin Ng
Title: Vice President and General Manager
Date: May 15, 2025
DUNMORE SENEGAL S.A.
By: ________
Name: Ibrahima Diallo
Title: Directeur Général
Date: May 15, 2025
DUNMORE MIDSTREAM HOLDINGS INC.
By: ________
Name: Karen Blankenship
Title: President
Date: May 15, 2025
DUNMORE TRADING LTD.
By: ________
Name: Thomas Hargrave
Title: Director
Date: May 15, 2025
Use of Proceeds | Amount
Partial repayment of existing 7.50% Senior Unsecured Notes due 2028 (via tender offer and/or open-market purchases) | $450,000,000
Fund Cayar Offshore Phase II development capital expenditures (Senegal) | $250,000,000
General corporate purposes and working capital | $114,750,000
Estimated fees and expenses of the Offering (including Initial Purchasers' discount, legal fees, accounting fees, rating agency fees, trustee fees, and printing costs) | $22,500,000
Total (equals gross proceeds of $850,000,000 at 98.50% issue price) | $837,250,000
Shareholder | Equity Interest
Harborview Capital Partners Fund VI, L.P. (Elaine Prescott, Managing Director; David Stein, Partner) | 62.4%
Management and directors of DEH and its subsidiaries | 18.3%
Solstice Infrastructure Fund LP (co-investor) | 11.1%
Alderman Family Office LLC (co-investor) | 8.2%
Total | 100.0%

BRING-DOWN DUE DILIGENCE CERTIFICATE

RECITALS

SECTION 1: IDENTIFICATION OF GUARANTORS

SECTION 2: NO MATERIAL ADVERSE CHANGE CERTIFICATION

SECTION 3: ACCURACY OF REPRESENTATIONS AND WARRANTIES

SECTION 4: COMPLIANCE WITH CONDITIONS PRECEDENT

SECTION 5: NO DEFAULT OR EVENT OF DEFAULT

SECTION 6: USE OF PROCEEDS CONFIRMATION

SECTION 8: OWNERSHIP CONFIRMATION

SECTION 9: NO PROCEEDINGS

SECTION 10: RELIANCE

DUNMORE ENERGY HOLDINGS LTD.

DUNMORE UPSTREAM FINANCE CORP.

ACKNOWLEDGED AND CONFIRMED ON BEHALF OF EACH GUARANTOR

DUNMORE NIGERIA E&P LTD.

DUNMORE GULF OPERATIONS LLC

DUNMORE RENEWABLES LLC

DUNMORE SENEGAL S.A.

DUNMORE MIDSTREAM HOLDINGS INC.

DUNMORE TRADING LTD.

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