CLOSING BINDER — TABLE OF CONTENTS

CLOSING BINDER — TABLE OF CONTENTS
CLOSING BINDER — TABLE OF CONTENTS
$850,000,000 9.375% Senior Secured Notes due 2032
Dunmore Energy Holdings Ltd. (Issuer)
Dunmore upstream Finance Corp. (Co-Issuer)
Closing Date: May 15, 2025
Prepared by:
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
Matter No.: 1016-00003
This Closing Binder contains copies of the executed documents delivered in connection with the closing of the above-referenced offering of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") by Dunmore Energy Holdings Ltd. (the "Issuer") and Dunmore upstream Finance Corp. (the "Co-Issuer" and, together with the Issuer, the "Issuers"). Originals of all executed documents are held by the parties as indicated herein. Unless otherwise noted, copies contained in this Binder are true and correct reproductions of the executed originals.
INTRODUCTORY NOTE
This Closing Binder is organized into tabs by category. Each tab number corresponds to a sequentially numbered document. The documents contained herein were delivered in connection with the closing on May 15, 2025 (the "Closing Date") of the offering by Dunmore Energy Holdings Ltd., a Cayman Islands exempted company (the "Issuer"), and Dunmore upstream Finance Corp., a Delaware corporation (the "Co-Issuer"), of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes").
Original execution copies of each document are held by the parties indicated in the relevant tab description or, where not otherwise indicated, by the Issuers. Where a document was executed in multiple counterparts, one counterpart is held by each party thereto.
Documents marked with an asterisk (\*) have been filed or are to be filed with governmental or regulatory authorities, including without limitation the Delaware Secretary of State, the Cayman Islands Registrar of Companies, the Department of Petroleum Resources of the Federal Republic of Nigeria, and such other governmental or regulatory bodies as may be applicable.
Capitalized terms used in this Table of Contents and not otherwise defined herein have the meanings ascribed to them in the Indenture (as defined in Tab A-1 below) or the Purchase Agreement (as defined in Tab A-5 below), as applicable.
This Closing Binder Table of Contents and the documents contained herein are privileged and confidential and constitute attorney work product of Calderwood & Harkness LLP. Distribution is limited to the parties to the transaction and their respective counsel, and this Binder is not to be reproduced or distributed to any other person without the prior written consent of Calderwood & Harkness LLP.
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TAB A — PRINCIPAL TRANSACTION DOCUMENTS
Tab A-1: Indenture
Indenture, dated as of May 15, 2025 (the "Indenture"), among Dunmore Energy Holdings Ltd., a Cayman Islands exempted company (the "Issuer"), Dunmore upstream Finance Corp., a Delaware corporation (the "Co-Issuer"), the Guarantors named therein (each a "Guarantor" and collectively, the "Guarantors"), and Northgate Trust Company, N.A., a national banking association organized under the laws of the United States (as "Trustee" and "Collateral Agent"), governing $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes").
The Notes mature on May 1, 2032. Interest is payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025. The Notes are senior secured obligations of the Issuers, secured on a first-priority basis by the Notes Priority Collateral (as defined in the Intercreditor Agreement) and on a second-priority basis by the ABL Priority Collateral (as defined in the Intercreditor Agreement), subject to the terms of the Intercreditor Agreement.
The Indenture is governed by the laws of the State of New York.
CUSIP (Rule 144A): 265387 AA 5 CUSIP (Regulation S): C2085R AA 2 ISIN (Rule 144A): US265387AA51 ISIN (Regulation S): USC2085RAA24
Tab A-2: Form of First Supplemental Indenture
Form of First Supplemental Indenture (for joinder of future guarantors), attached as an Exhibit to the Indenture. This form provides for the joinder of additional subsidiaries of the Issuer as Guarantors under the Indenture and the related Security Documents, in accordance with the covenant requiring the Issuer to cause each Restricted Subsidiary that guarantees any Credit Facility (as defined in the Indenture) to also guarantee the Notes.
Tab A-3: Form of Global Note (Rule 144A)
Form of Global Note representing the Notes sold in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Rule 144A Global Note is registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), and is maintained in book-entry form through the facilities of DTC. Beneficial interests in the Rule 144A Global Note are held through participants in DTC, including Stonefield Industries and Harborview Industries
Minimum denomination: $2,000. Integral multiples of $1,000 in excess thereof.
The Rule 144A Global Note bears a restrictive legend in accordance with Rule 144A and is subject to the transfer restrictions described in the Offering Memorandum and the Indenture.
Tab A-4: Form of Global Note (Regulation S)
Form of Global Note representing the Notes sold in reliance on Regulation S under the Securities Act. The Regulation S Global Note is registered in the name of Cede & Co., as nominee of DTC, and is maintained in book-entry form through the facilities of DTC. During the 40-day distribution compliance period, beneficial interests in the Regulation S Global Note may be held only through Stonefield Industries or Harborview Industries
The Regulation S Global Note bears a restrictive legend in accordance with Regulation S and is subject to the transfer restrictions described in the Offering Memorandum and the Indenture.
Tab A-5: Purchase Agreement
Purchase Agreement, dated May 12, 2025 (the "Purchase Agreement"), among Dunmore Energy Holdings Ltd. (the "Issuer"), Dunmore upstream Finance Corp. (the "Co-Issuer"), the Guarantors named therein, and the following Initial Purchasers:
Issue Price: 98.50% of par value.
Gross Proceeds to the Issuers: $837,250,000 (representing 98.50% of $850,000,000 aggregate principal amount).
Gross Spread: 2.00% of the aggregate principal amount of the Notes ($17,000,000), allocated among the Initial Purchasers as set forth in the Purchase Agreement and the Funds Flow Memorandum (Tab I-2).
The Purchase Agreement contains customary representations, warranties, covenants, and conditions precedent to closing, including the delivery of the legal opinions, comfort letters, officers' certificates, and other documents described in this Closing Binder.
Tab A-6: Registration Rights Agreement
Registration Rights Agreement, dated as of May 15, 2025 (the "Registration Rights Agreement"), among Dunmore Energy Holdings Ltd. (the "Issuer"), Dunmore upstream Finance Corp. (the "Co-Issuer"), the Guarantors named therein, and the Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC).
Pursuant to the Registration Rights Agreement, the Issuers have agreed to use commercially reasonable efforts to (i) file with the Securities and Exchange Commission (the "SEC") a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act with respect to an offer to exchange the Notes for a new issue of notes (the "Exchange Notes") having terms substantially identical to those of the Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions or additional interest) within 365 days after the Closing Date and (ii) cause the Exchange Offer Registration Statement to become effective under the Securities Act within 425 days after the Closing Date. If the Issuers fail to satisfy their registration obligations within the specified time periods, additional interest will accrue on the Notes at a rate of 0.25% per annum for the first 90-day period and an additional 0.25% per annum for each subsequent 90-day period, up to a maximum additional interest rate of 1.00% per annum.
Tab A-7: Paying Agency Agreement
Paying Agency Agreement, dated as of May 15, 2025 (the "Paying Agency Agreement"), among Dunmore Energy Holdings Ltd. (the "Issuer"), Dunmore upstream Finance Corp. (the "Co-Issuer"), and Beacon Fiduciary Services LLC (as "Paying Agent," "Registrar," and "Transfer Agent").
Beacon Fiduciary Services LLC has been appointed as Paying Agent, Registrar, and Transfer Agent for the Notes in accordance with the terms of the Indenture. The Paying Agency Agreement sets forth the duties and responsibilities of Beacon Fiduciary Services LLC in connection with the payment of interest and principal on the Notes, the maintenance of the register of holders, and the transfer of the Notes.
Relationship Manager: Sandra Mitchum Principal Office: 240 Greenwich Street, 7th Floor, New York, NY 10007
TAB B — SECURITY AND COLLATERAL DOCUMENTS
Tab B-1: Intercreditor Agreement
Intercreditor Agreement, dated as of May 15, 2025 (the "Intercreditor Agreement"), among Northgate Trust Company, N.A. (as "Notes Collateral Agent"), Velthorn National Bank, N.A. (as "ABL Agent" under the $750,000,000 ABL Revolving Credit Facility, of which $470,000,000 was drawn as of the Closing Date), the Issuers, and the Guarantors.
The Intercreditor Agreement establishes the relative priorities and rights of the secured parties with respect to the collateral securing the Notes and the ABL Revolving Credit Facility, and governs the exercise of remedies with respect thereto. The Intercreditor Agreement delineates the following collateral categories:
ABL Priority Collateral (in which the ABL Agent has a first-priority lien and the Notes Collateral Agent has a second-priority lien):
•  Accounts receivable
•  Inventory
•  Deposit accounts (other than certain excluded deposit accounts)
•  Supporting obligations, letter of credit rights, and general intangibles relating to the foregoing
•  Proceeds of the foregoing
Notes Priority Collateral (in which the Notes Collateral Agent has a first-priority lien and the ABL Agent has a second-priority lien):
•  Property, plant, and equipment (PP&E), including oil and gas properties and related surface and mineral interests
•  Equity interests in subsidiaries of the Issuers and the Guarantors
•  intellectual property
•  Material contracts, including hydrocarbon offtake agreements, production sharing contracts, and joint operating agreements
•  Intercompany receivables
•  Proceeds of the foregoing
The Intercreditor Agreement is governed by the laws of the State of New York.
Tab B-2: Collateral Agreement (U.S.) — Pledge and Security Agreement
Collateral Agreement (U.S.) — Pledge and Security Agreement, dated as of May 15, 2025 (the "U.S. Collateral Agreement"), among Dunmore Energy Holdings Ltd. (the "Issuer"), Dunmore upstream Finance Corp. (the "Co-Issuer"), the U.S. Guarantors (Dunmore Gulf Operations LLC, a Delaware limited liability company; Dunmore Renewables LLC, a Delaware limited liability company; and Dunmore Midstream Holdings Inc., a Delaware corporation), and Northgate Trust Company, N.A. (as "Collateral Agent").
The U.S. Collateral Agreement grants to the Collateral Agent, for the benefit of the holders of the Notes and the other secured parties, a first-priority security interest (subject to the terms of the Intercreditor Agreement and certain permitted liens) in substantially all of the assets of the U.S. Guarantors and the Co-Issuer, including without limitation:
•  100% of the equity interests in each first-tier domestic subsidiary and 65% of the voting equity interests and 100% of the non-voting equity interests in each first-tier foreign subsidiary (in each case owned by the U.S. Guarantors)
•  All tangible and intangible personal property assets of the U.S. Guarantors
•  All intercompany receivables owing to the U.S. Guarantors
•  All material hydrocarbon offtake contracts, including contracts for the sale and delivery of crude oil, natural gas, and natural gas liquids
•  All insurance proceeds and rights under insurance policies maintained by the U.S. Guarantors
The U.S. Collateral Agreement is governed by the laws of the State of New York.
Tab B-3: Collateral Agreement (Nigeria) — Debenture and Charge
Collateral Agreement (Nigeria) — Debenture and Charge over the assets of Dunmore Nigeria E&P Ltd. (a limited company incorporated under the laws of the Federal Republic of Nigeria), in favor of Northgate Trust Company, N.A. (as "Collateral Agent"), covering all assets of Dunmore Nigeria E&P Ltd., including its participating interests in Oil Mining Lease 47 ("OML 47") and Oil Mining Lease 63 ("OML 63"), all hydrocarbons produced therefrom, all related infrastructure, equipment, and proceeds, and all rights under the relevant production sharing contracts, joint operating agreements, and offtake arrangements.
The Debenture and Charge is governed by the laws of the Federal Republic of Nigeria and was prepared in coordination with Abayomi Chambers, Victoria Island, Lagos, Nigeria (Chidinma Okafor, Lead Partner).
Tab B-4: Collateral Agreement (England) — Debenture
Collateral Agreement (England) — Debenture granted by Dunmore Trading Ltd. (a private limited company incorporated under the laws of England and Wales) in favor of Northgate Trust Company, N.A. (as "Collateral Agent"), covering all assets of Dunmore Trading Ltd., including all real and personal property, book debts, insurance proceeds, and contract rights.
The English Debenture is governed by the laws of England and Wales and was prepared in coordination with Cresswell & Greaves LLP, 10 Fenchurch Avenue, London EC3M 5BN (Fiona Halsted, Lead Partner).
Tab B-5: Collateral Agreement (Senegal) — Nantissement and Cession Fiduciaire
Collateral Agreement (Senegal) — Nantissement and Cession Fiduciaire over the assets of Dunmore Senegal S.A. (a société anonyme organized under the laws of the Republic of Senegal), the operator of the Cayar Offshore Block, in favor of Northgate Trust Company, N.A. (as "Collateral Agent"), covering all assets of Dunmore Senegal S.A., including its interests under the Cayar Offshore Block production sharing contract, all hydrocarbons produced therefrom, all related equipment, infrastructure, and bank accounts, and all contractual rights and receivables.
The Nantissement and Cession Fiduciaire is governed by the laws of the Republic of Senegal (including the Uniform Act on Secured Transactions of the Organisation pour l'Harmonisation en Afrique du Droit des Affaires (OHADA)) and was prepared in coordination with Theron Moss & Associates SARL, Rue Moussé Diop 22, Plateau, Dakar, Senegal (Moustapha Sy, Lead Partner).
Tab B-6: \*UCC-1 Financing Statements
UCC-1 Financing Statements filed with the Delaware Secretary of State covering the Collateral of the following entities in favor of Northgate Trust Company, N.A., as Collateral Agent:
(a) Dunmore upstream Finance Corp. (Delaware corporation)
(b) Dunmore Gulf Operations LLC (Delaware limited liability company)
(c) Dunmore Renewables LLC (Delaware limited liability company)
(d) Dunmore Midstream Holdings Inc. (Delaware corporation)
Filed copies with file-stamped acknowledgments from the Delaware Secretary of State are included in this tab. Each UCC-1 Financing Statement covers all personal property of the applicable debtor, as described in the applicable collateral description attached as an exhibit thereto, consistent with the security interests granted under the U.S. Collateral Agreement (Tab B-2).
TAB C — OFFERING MEMORANDUM AND DISCLOSURE DOCUMENTS
Tab C-1: Preliminary Offering Memorandum ("Red")
Preliminary Offering Memorandum (the "Preliminary Offering Memorandum" or "Red"), dated April 28, 2025, relating to the offering of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 by Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp.
The Preliminary Offering Memorandum was prepared in connection with the offering of the Notes pursuant to Rule 144A and Regulation S under the Securities Act and was distributed to qualified institutional buyers (within the meaning of Rule 144A) and to persons outside the United States in reliance on Regulation S. The Preliminary Offering Memorandum contains information regarding the Issuers, the Guarantors, the terms of the Notes, risk factors, use of proceeds, capitalization, description of other indebtedness, description of collateral, certain regulatory and environmental matters, and financial information, among other matters. Certain pricing and allocation information was omitted from the Preliminary Offering Memorandum and included in the Final Offering Memorandum (Tab C-2).
Tab C-2: Final Offering Memorandum
Final Offering Memorandum, dated May 14, 2025 (the "Final Offering Memorandum" or "Offering Memorandum"), relating to the offering of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 by Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp.
The Final Offering Memorandum was prepared in connection with the offering of the Notes pursuant to Rule 144A and Regulation S under the Securities Act and supersedes in its entirety the Preliminary Offering Memorandum. The Final Offering Memorandum contains the following final pricing and other terms:
•  Issue Price: 98.50% of par value
•  Coupon: 9.375% per annum
•  Maturity: May 1, 2032
•  Interest Payment Dates: May 1 and November 1 of each year, commencing November 1, 2025
•  Aggregate Principal Amount: $850,000,000
•  Gross Proceeds: $837,250,000
The Final Offering Memorandum includes, among other things, the following sections:
•  Description of the Notes, including covenants, events of default, and optional and mandatory redemption provisions
•  Use of proceeds:
•  Approximately $450,000,000 for the partial repayment of the Issuers' existing 7.50% Senior Unsecured Notes due October 15, 2028
•  Approximately $250,000,000 for Cayar Offshore Phase II development capital expenditures
•  Approximately $114,750,000 for general corporate purposes and working capital
•  Approximately $22,500,000 for estimated fees and expenses of the offering
•  Risk factors relating to the Issuers, the Guarantors, their business and operations, the Notes, and the Collateral
•  Description of Collateral and Security Documents
•  Environmental and Social Responsibility section
•  Audited and unaudited financial information of the Issuers and the Guarantors
Tab C-3: Supplement to Offering Memorandum — Environmental and Social Responsibility Section
Supplement to the Offering Memorandum containing the Environmental and Social Responsibility section, including the following data and commitments:
•  Scope 1 GHG Emissions (FY 2024): 1.42 million metric tons CO₂e
•  Scope 2 GHG Emissions (FY 2024): 0.18 million metric tons CO₂e
•  Community Development Spend in Nigeria (FY 2024): $14.2 million
•  Methane Flaring Intensity: 3.8 m³/boe (compared to an industry average of 5.1 m³/boe)
•  Net-Zero Commitment: Net-zero greenhouse gas emissions by 2050
The ESG data and metrics included in this section were prepared based on data provided by Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, Lead Consultant; 1700 K Street NW, Suite 900, Washington, DC 20006) and are subject to the assumptions, limitations, and qualifications set forth in the ESG Data Package (Tab M-1).
TAB D — LEGAL OPINIONS
Tab D-1: Opinion of Calderwood & Harkness LLP — New York Law Enforceability Opinion
Opinion of Calderwood & Harkness LLP, dated May 15, 2025, addressed to Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, regarding the enforceability under the laws of the State of New York of the following documents:
(a) The Indenture, dated as of May 15, 2025
(b) The Purchase Agreement, dated May 12, 2025
(c) The Registration Rights Agreement, dated as of May 15, 2025
(d) The U.S. Collateral Agreement (Pledge and Security Agreement), dated as of May 15, 2025
The opinion addresses, among other things, the due execution and delivery of each such document by the Issuers and the U.S. Guarantors, the legality, validity, binding nature, and enforceability of each such document in accordance with its terms (subject to customary qualifications, assumptions, and exceptions, including bankruptcy, insolvency, reorganization, and similar laws affecting creditors' rights generally and general principles of equity), and the creation of valid security interests in the Collateral described in the U.S. Collateral Agreement.
Tab D-2: Opinion of Calderwood & Harkness LLP — Corporate Authorization
Opinion of Calderwood & Harkness LLP, dated May 15, 2025, addressed to Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, regarding the due organization, valid existence, and good standing of Dunmore upstream Finance Corp. (the Co-Issuer) and each of the U.S. Guarantors:
(a) Dunmore Gulf Operations LLC (a Delaware limited liability company)
(b) Dunmore Renewables LLC (a Delaware limited liability company)
(c) Dunmore Midstream Holdings Inc. (a Delaware corporation)
The opinion confirms that each such entity has been duly organized and is validly existing and in good standing under the laws of the State of Delaware, has the requisite corporate or limited liability company power and authority to execute, deliver, and perform its obligations under the Transaction Documents to which it is a party, and that all necessary corporate or limited liability company action has been taken to authorize the execution, delivery, and performance of such Transaction Documents.
Tab D-3: Opinion of Calderwood & Harkness LLP — Securities Law / No-Registration Opinion
Opinion of Calderwood & Harkness LLP, dated May 15, 2025, addressed to Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, regarding the availability of exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), for the offer and sale of the Notes.
The opinion confirms that, assuming the accuracy of the representations and warranties of the Issuers and the Initial Purchasers in the Purchase Agreement and compliance with the offering restrictions set forth therein, the offer and sale of the Notes (i) to qualified institutional buyers in reliance on Rule 144A under the Securities Act and (ii) to persons outside the United States in reliance on Regulation S under the Securities Act, in each case in the manner described in the Purchase Agreement and the Offering Memorandum, are exempt from the registration requirements of Section 5 of the Securities Act. The opinion also addresses the status of the Indenture under the Trust Indenture Act of 1939, as amended, confirming that the Indenture is not required to be qualified thereunder in connection with the offering.
Tab D-4: Tax Memorandum of Calderwood & Harkness LLP
Tax Memorandum of Calderwood & Harkness LLP (prepared by Leonard Cross, Specialist Partner, Tax), addressed to Dunmore Energy Holdings Ltd., regarding the United States federal income tax treatment of the Notes. The Tax Memorandum addresses:
(a) The characterization of the Notes as indebtedness for U.S. federal income tax purposes
(b) The treatment of original issue discount ("OID") of $12,750,000 (representing the difference between the $850,000,000 stated principal amount and the $837,250,000 issue price), including the accrual and reporting of OID under Sections 1271 through 1275 of the Internal Revenue Code of 1986, as amended (the "Code")
(c) Withholding tax analysis applicable to payments of interest on the Notes by a Cayman Islands issuer, including the application of the portfolio interest exemption under Section 871(h) and Section 881(c) of the Code
(d) The implications of the Foreign Account Tax Compliance Act ("FATCA") (Sections 1471 through 1474 of the Code) for payments on the Notes to foreign financial institutions and non-financial foreign entities
(e) Confirmation that Dunmore Energy Holdings Ltd. is not subject to income tax, capital gains tax, or withholding tax under the laws of the Cayman Islands
Tab D-5: Opinion of Kincaid & Moreau LLP — Cayman Islands Law
Opinion of Kincaid & Moreau LLP (Nigel Ashworth, Lead Partner), dated May 15, 2025, addressed to Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, regarding the laws of the Cayman Islands as they relate to Dunmore Energy Holdings Ltd.
The opinion covers the following matters:
(a) Due incorporation of Dunmore Energy Holdings Ltd. as an exempted company with limited liability under the laws of the Cayman Islands (Cayman Islands Registrar of Companies Registry No. MC-384726) and its good standing and valid existence under Cayman Islands law
(b) The corporate power, capacity, and authority of Dunmore Energy Holdings Ltd. to enter into, execute, deliver, and perform its obligations under the Transaction Documents
(c) No conflict between the execution, delivery, and performance by Dunmore Energy Holdings Ltd. of the Transaction Documents and the Memorandum and Articles of Association of Dunmore Energy Holdings Ltd. or any applicable Cayman Islands law or regulation
(d) The enforceability of the Transaction Documents against Dunmore Energy Holdings Ltd. in accordance with their terms under the laws of the Cayman Islands (subject to customary qualifications)
Kincaid & Moreau LLP 68 Fort Street George Town, Grand Cayman KY1-1107 Cayman Islands
Tab D-6: Opinion of Abayomi Chambers — Nigerian Law
Opinion of Abayomi Chambers (Chidinma Okafor, Lead Partner), dated May 15, 2025, addressed to Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, regarding the laws of the Federal Republic of Nigeria as they relate to Dunmore Nigeria E&P Ltd.
The opinion covers the following matters:
(a) Due incorporation and good standing of Dunmore Nigeria E&P Ltd. as a limited company under the laws of the Federal Republic of Nigeria
(b) The validity and enforceability of the guarantee delivered by Dunmore Nigeria E&P Ltd. under the Indenture
(c) The validity and enforceability of the Debenture and Charge over the assets of Dunmore Nigeria E&P Ltd. (Tab B-3), including its participating interests in OML 47 and OML 63
(d) Compliance with applicable regulatory requirements of the Department of Petroleum Resources ("DPR") and the Nigerian National Petroleum Company ("NNPC") with respect to the granting of security interests over the OML 47 and OML 63 interests and the related production sharing contracts
Abayomi Chambers 14 Broad Street Victoria Island, Lagos, Nigeria
Tab D-7: Opinion of Cresswell & Greaves LLP — English Law
Opinion of Cresswell & Greaves LLP (Fiona Halsted, Lead Partner), dated May 15, 2025, addressed to Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, regarding the laws of England and Wales as they relate to Dunmore Trading Ltd.
The opinion covers the following matters:
(a) Due incorporation of Dunmore Trading Ltd. as a private limited company under the laws of England and Wales
(b) The corporate power, capacity, and authority of Dunmore Trading Ltd. to enter into, execute, deliver, and perform its obligations under the guarantee and the English Debenture
(c) The enforceability of the guarantee delivered by Dunmore Trading Ltd. under the Indenture in accordance with its terms under English law
(d) The enforceability of the English Debenture (Tab B-4) in accordance with its terms under English law, including the creation of valid fixed and floating charges over the assets of Dunmore Trading Ltd.
Cresswell & Greaves LLP 10 Fenchurch Avenue London EC3M 5BN United Kingdom
Tab D-8: Opinion of Theron Moss & Associates SARL — Senegalese Law
Opinion of Theron Moss & Associates SARL (Moustapha Sy, Lead Partner), dated May 15, 2025, addressed to Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, regarding the laws of the Republic of Senegal as they relate to Dunmore Senegal S.A.
The opinion covers the following matters:
(a) Due organization of Dunmore Senegal S.A. as a société anonyme under the laws of the Republic of Senegal and the Uniform Act on Commercial Companies and Economic Interest Groups of the Organisation pour l'Harmonisation en Afrique du Droit des Affaires (OHADA)
(b) Compliance with the terms and conditions of the Cayar Offshore Block production sharing contract ("PSC"), including any governmental approvals or consents required for the granting of security interests over the PSC interests
(c) The validity and enforceability of the Nantissement and Cession Fiduciaire (Tab B-5) over the assets of Dunmore Senegal S.A. under Senegalese law, including the OHADA Uniform Act on Secured Transactions
Theron Moss & Associates SARL Rue Moussé Diop 22 Plateau, Dakar, Senegal
Tab D-9: In-House Counsel Opinion of Northgate Trust Company, N.A.
In-House Counsel Opinion of Northgate Trust Company, N.A. (William Kerrigan, Vice President, Corporate Trust), dated May 15, 2025, addressed to the Issuers, the Guarantors, and the Initial Purchasers.
The opinion confirms the following:
(a) Northgate Trust Company, N.A. is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America
(b) Northgate Trust Company, N.A. has the corporate power and authority to act as Trustee under the Indenture and as Collateral Agent under the Security Documents
(c) The Indenture, the Intercreditor Agreement, the U.S. Collateral Agreement, and the other Security Documents to which Northgate Trust Company, N.A. is a party have been duly authorized, executed, and delivered by Northgate Trust Company, N.A.
Northgate Trust Company, N.A. 100 Wall Street, Suite 1600 New York, NY 10005
TAB E — 10b-5 LETTER AND COMFORT LETTERS
Tab E-1: 10b-5 Disclosure Letter (Negative Assurance)
10b-5 Disclosure Letter (Negative Assurance), dated May 15, 2025, from Calderwood & Harkness LLP to Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, regarding the Final Offering Memorandum, dated May 14, 2025.
The 10b-5 Disclosure Letter provides negative assurance to the effect that, based upon Calderwood & Harkness LLP's participation in the preparation of the Final Offering Memorandum and discussions with officers and other representatives of the Issuers and the Guarantors, representatives of Alverton & Co. LLP (the independent auditors of the Issuers), and representatives of the Initial Purchasers, and without independent investigation or verification, nothing has come to the attention of Calderwood & Harkness LLP that would lead it to believe that the Final Offering Memorandum (other than the financial statements, financial data, and other financial, statistical, reserves, and ESG information contained therein, as to which Calderwood & Harkness LLP expresses no view), as of its date or as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits 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.
Tab E-2: Comfort Letter of Alverton & Co. LLP — Initial Comfort Letter
Comfort Letter of Alverton & Co. LLP (Graham Stillwell, Lead Engagement Partner), dated May 14, 2025, addressed to Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers, covering specified financial data contained in the Final Offering Memorandum, dated May 14, 2025.
The initial comfort letter provides, among other things, (i) confirmation of Alverton & Co. LLP's independence with respect to the Issuers and the Guarantors within the meaning of the applicable professional standards, (ii) confirmation that the audited consolidated financial statements and financial statement schedules of Dunmore Energy Holdings Ltd. included in the Final Offering Memorandum comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations of the SEC thereunder, and (iii) certain agreed-upon procedures and findings with respect to specified financial information, financial data, and statistical data contained in the Final Offering Memorandum, including a comparison of such data to the accounting records of the Issuers and the Guarantors.
Alverton & Co. LLP 30 Rockefeller Plaza New York, NY 10112
Tab E-3: Bring-Down Comfort Letter of Alverton & Co. LLP
Bring-Down Comfort Letter of Alverton & Co. LLP (Graham Stillwell, Lead Engagement Partner), dated May 15, 2025 (the Closing Date), addressed to Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC, as Initial Purchasers.
The bring-down comfort letter confirms that, with respect to the period from the cut-off date specified in the initial comfort letter (Tab E-2) through a date not more than five business days prior to the Closing Date, (i) there has been no change in the findings set forth in the initial comfort letter that would require any modification thereof and (ii) the procedures performed and the findings obtained are consistent with those described in the initial comfort letter in all material respects.
TAB F — CORPORATE AUTHORIZATION AND ORGANIZATIONAL DOCUMENTS
Sub-Tab F-1: Dunmore Energy Holdings Ltd. (Issuer)
Tab F-1(a): Memorandum and Articles of Association
Certified copy of the Memorandum and Articles of Association of Dunmore Energy Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands. This copy is certified as a true and complete copy of the Memorandum and Articles of Association as currently in effect, including all amendments thereto, by a director of Dunmore Energy Holdings Ltd.
Tab F-1(b): Certificate of Good Standing / Certificate of Compliance
Certificate of Good Standing (also referred to as a Certificate of Compliance) issued by the Cayman Islands Registrar of Companies with respect to Dunmore Energy Holdings Ltd. (Registry No. MC-384726), confirming that Dunmore Energy Holdings Ltd. is duly incorporated and in good standing under the laws of the Cayman Islands as of a recent date prior to the Closing Date.
Tab F-1(c): Board Resolutions
Certified copy of the resolutions of the Board of Directors of Dunmore Energy Holdings Ltd. authorizing (i) the issuance of the Notes, (ii) the execution and delivery of the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Security Documents, and all ancillary transaction documents to which Dunmore Energy Holdings Ltd. is a party, (iii) the performance by Dunmore Energy Holdings Ltd. of its obligations under such documents, and (iv) the authorization of certain officers of Dunmore Energy Holdings Ltd. to execute and deliver such documents on behalf of Dunmore Energy Holdings Ltd.
Tab F-1(d): Incumbency Certificate
Incumbency Certificate of Dunmore Energy Holdings Ltd. listing the names, titles, and specimen signatures of the officers and directors of Dunmore Energy Holdings Ltd. authorized to execute and deliver the Transaction Documents and related documents on behalf of Dunmore Energy Holdings Ltd., including the following authorized signatories:
•  Marcus Ellingham, Chief Executive Officer
•  Deepa Rajaram, Chief Financial Officer
•  Alistair Forde, General Counsel and Secretary
Tab F-1(e): Secretary's / Director's Certificate
Secretary's or Director's Certificate of Dunmore Energy Holdings Ltd., dated May 15, 2025, certifying (i) the attached copies of the Memorandum and Articles of Association as true and correct copies of such documents as currently in effect, (ii) the attached copies of the Board Resolutions as true and correct copies of the resolutions duly adopted by the Board of Directors and that such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the Closing Date, and (iii) the incumbency and specimen signatures of the officers and directors identified in the Incumbency Certificate.
Sub-Tab F-2: Dunmore upstream Finance Corp. (Co-Issuer)
Tab F-2(a): Certificate of Incorporation
Certified copy of the Certificate of Incorporation of Dunmore upstream Finance Corp., a corporation incorporated under the laws of the State of Delaware. Employer Identification Number (EIN): 93-4728106.
Tab F-2(b): Certificate of Good Standing
Certificate of Good Standing issued by the Secretary of State of the State of Delaware with respect to Dunmore upstream Finance Corp., confirming that Dunmore upstream Finance Corp. is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware as of a recent date prior to the Closing Date.
Tab F-2(c): Board Resolutions
Certified copy of the resolutions of the Board of Directors of Dunmore upstream Finance Corp. ("DUFC") authorizing (i) DUFC's role as Co-Issuer of the Notes, (ii) the execution and delivery by DUFC of the Indenture, the Purchase Agreement, and all related and ancillary documents to which DUFC is a party, and (iii) the performance by DUFC of its obligations under such documents.
Tab F-2(d): Incumbency Certificate
Incumbency Certificate of Dunmore upstream Finance Corp. listing the names, titles, and specimen signatures of the officers and directors of DUFC authorized to execute and deliver the Transaction Documents and related documents on behalf of DUFC.
Tab F-2(e): Secretary's Certificate
Secretary's Certificate of Dunmore upstream Finance Corp., dated May 15, 2025, certifying (i) the attached copies of the Certificate of Incorporation and Bylaws as true and correct copies of such documents as currently in effect, (ii) the attached copies of the Board Resolutions as true and correct copies of the resolutions duly adopted by the Board of Directors and that such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the Closing Date, and (iii) the incumbency and specimen signatures of the officers and directors identified in the Incumbency Certificate.
Sub-Tab F-3: Guarantor Subsidiaries (Consolidated)
Tab F-3(a): Board/Member Resolutions — Dunmore Nigeria E&P Ltd.
Certified copy of the resolutions of the Board of Directors of Dunmore Nigeria E&P Ltd. (a limited company incorporated under the laws of the Federal Republic of Nigeria) authorizing the execution and delivery of the guarantee under the Indenture, the Debenture and Charge (Tab B-3), and all related documents, and the performance of its obligations thereunder.
Tab F-3(b): Board/Member Resolutions — Dunmore Gulf Operations LLC
Certified copy of the resolutions of the members of Dunmore Gulf Operations LLC (a limited liability company formed under the laws of the State of Delaware) authorizing the execution and delivery of the guarantee under the Indenture, the U.S. Collateral Agreement (Tab B-2), and all related documents, and the performance of its obligations thereunder.
Tab F-3(c): Board/Member Resolutions — Dunmore Renewables LLC
Certified copy of the resolutions of the members of Dunmore Renewables LLC (a limited liability company formed under the laws of the State of Delaware) authorizing the execution and delivery of the guarantee under the Indenture, the U.S. Collateral Agreement (Tab B-2), and all related documents, and the performance of its obligations thereunder.
Tab F-3(d): Board/Member Resolutions — Dunmore Senegal S.A.
Certified copy of the resolutions of the Board of Directors (Conseil d'Administration) of Dunmore Senegal S.A. (a société anonyme organized under the laws of the Republic of Senegal) authorizing the execution and delivery of the guarantee under the Indenture, the Nantissement and Cession Fiduciaire (Tab B-5), and all related documents, and the performance of its obligations thereunder.
Tab F-3(e): Board/Member Resolutions — Dunmore Midstream Holdings Inc.
Certified copy of the resolutions of the Board of Directors of Dunmore Midstream Holdings Inc. (a corporation incorporated under the laws of the State of Delaware) authorizing the execution and delivery of the guarantee under the Indenture, the U.S. Collateral Agreement (Tab B-2), and all related documents, and the performance of its obligations thereunder.
Tab F-3(f): Board/Member Resolutions — Dunmore Trading Ltd.
Certified copy of the resolutions of the Board of Directors of Dunmore Trading Ltd. (a private limited company incorporated under the laws of England and Wales) authorizing the execution and delivery of the guarantee under the Indenture, the English Debenture (Tab B-4), and all related documents, and the performance of its obligations thereunder.
Tab F-3(g): Certificates of Incorporation / Formation / Organization
Certified copies of the Certificates of Incorporation, Certificates of Formation, or other organizational documents (as applicable) for each of the Guarantor subsidiaries:
(i) Dunmore Nigeria E&P Ltd. — Certificate of Incorporation (Nigeria)
(ii) Dunmore Gulf Operations LLC — Certificate of Formation (Delaware)
(iii) Dunmore Renewables LLC — Certificate of Formation (Delaware)
(iv) Dunmore Senegal S.A. — Statuts (Senegal)
(v) Dunmore Midstream Holdings Inc. — Certificate of Incorporation (Delaware)
(vi) Dunmore Trading Ltd. — Certificate of Incorporation (England and Wales)
Tab F-3(h): Good Standing Certificates
Certificates of Good Standing for each U.S. Guarantor issued by the Secretary of State of the State of Delaware, and foreign-equivalent certificates for each non-U.S. Guarantor to the extent available under applicable law:
(i) Dunmore Gulf Operations LLC — Certificate of Good Standing (Delaware)
(ii) Dunmore Renewables LLC — Certificate of Good Standing (Delaware)
(iii) Dunmore Midstream Holdings Inc. — Certificate of Good Standing (Delaware)
(iv) Dunmore Nigeria E&P Ltd. — Certificate of Compliance / Status Report (Nigeria), as available
(v) Dunmore Senegal S.A. — Certificat de Conformité (Senegal), as available
(vi) Dunmore Trading Ltd. — Certificate of Good Standing or equivalent (Companies House, England and Wales)
Tab F-3(i): Consolidated Incumbency Certificate
Consolidated Incumbency Certificate for all Guarantor subsidiaries, listing the names, titles, and specimen signatures of the officers, directors, and/or authorized representatives of each Guarantor subsidiary authorized to execute and deliver the guarantee under the Indenture, the applicable Security Documents, and all related and ancillary documents on behalf of each such Guarantor subsidiary.
TAB G — OFFICERS' AND CLOSING CERTIFICATES
Tab G-1: Officers' Certificate
Officers' Certificate, dated May 15, 2025, executed by Marcus Ellingham, Chief Executive Officer, and Deepa Rajaram, Chief Financial Officer, of Dunmore Energy Holdings Ltd., certifying on behalf of the Issuers and the Guarantors that:
(a) Each of the representations and warranties of the Issuers and the Guarantors contained in the Purchase Agreement is true and correct in all material respects (or, where qualified by materiality, in all respects) as of the Closing Date 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 expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date).
(b) Each of the Issuers and the Guarantors has performed and complied with all of its agreements and obligations required to be performed or complied with under the Purchase Agreement on or prior to the Closing Date.
(c) All conditions precedent to the obligations of the Initial Purchasers under the Purchase Agreement have been satisfied or waived.
(d) No stop order or similar order suspending the effectiveness of any registration statement or qualification of the Notes under the Securities Act or any state securities or "blue sky" laws has been issued and no proceedings for that purpose have been instituted or threatened.
Tab G-2: Bring-Down Due Diligence Certificate
Bring-Down Due Diligence Certificate, dated May 15, 2025, executed by Marcus Ellingham, Chief Executive Officer, and Deepa Rajaram, Chief Financial Officer, of Dunmore Energy Holdings Ltd., confirming that:
(a) Since the date of the Preliminary Offering Memorandum (April 28, 2025), there has been no material adverse change, or any development involving a prospective material adverse change, in the business, financial condition, results of operations, properties, assets, or prospects of the Issuers and the Guarantors, taken as a whole, from that set forth or contemplated in the Preliminary Offering Memorandum and the Final Offering Memorandum.
(b) Since the date of the most recent financial statements included in the Final Offering Memorandum, there has been no material adverse change in the consolidated financial condition, results of operations, or cash flows of the Issuers and the Guarantors, taken as a whole.
Tab G-3: Secretary's / Director's Certificate
Secretary's or Director's Certificate, dated May 15, 2025, certifying the attached organizational documents, board resolutions, and incumbency certificates for each Issuer and Guarantor as true and correct copies of such documents as currently in effect, that such resolutions have not been amended, modified, or rescinded and remain in full force and effect, and that the persons identified in the Incumbency Certificates are duly authorized to execute and deliver the Transaction Documents on behalf of the applicable Issuer or Guarantor.
TAB H — CONSENTS AND APPROVALS
Tab H-1: ABL Lender Consent / Acknowledgment
Consent and Acknowledgment of Velthorn National Bank, N.A., as Administrative Agent under the ABL Revolving Credit Facility (dated as of the Closing Date), consenting to:
(a) The incurrence by the Issuers and the Guarantors of the Indebtedness represented by the Notes in the aggregate principal amount of $850,000,000 under the Indenture
(b) The granting by the Issuers and the Guarantors of the security interests and liens contemplated by the Security Documents (Tabs B-1 through B-6) in favor of Northgate Trust Company, N.A., as Collateral Agent
(c) The execution and delivery by the Issuers, the Guarantors, and the ABL Agent of the Intercreditor Agreement (Tab B-1) and the related intercreditor arrangements described therein
The ABL Lender Consent was prepared and reviewed by Calderwood & Harkness LLP. Counsel to the ABL Agent in connection with the consent and the Intercreditor Agreement: Pruitt Halsey LLP, 600 Travis Street, Suite 4000, Houston, TX 77002.
Relationship Manager: Robert Cavanaugh Velthorn National Bank, N.A. 1111 Fannin Street, Suite 2500 Houston, TX 77002
Tab H-2: DTC Eligibility Letter
Letter from The Depository Trust Company confirming that the Notes (CUSIP 265387 AA 5 (Rule 144A) and CUSIP C2085R AA 2 (Regulation S)) are eligible for book-entry delivery, clearance, and settlement through the facilities of DTC.
TAB I — PAYOFF AND FUNDS FLOW
Tab I-1: Payoff Letter — Partial Repayment of Existing 7.50% Senior Unsecured Notes due 2028
Payoff Letter in connection with the partial repayment of the existing 7.50% Senior Unsecured Notes due October 15, 2028 (the "Existing 2028 Notes"), confirming the following:
•  Outstanding principal amount of Existing 2028 Notes prior to closing: $850,000,000
•  Partial repayment amount from offering proceeds: $450,000,000
•  Outstanding principal amount of Existing 2028 Notes remaining after closing: $400,000,000
•  Wire transfer instructions for the payoff amount
•  Release mechanics and confirmation procedures
•  Accrued and unpaid interest to be settled separately on the applicable interest payment date
Tab I-2: Funds Flow Memorandum
Funds Flow Memorandum setting forth the flow of funds on the Closing Date in connection with the offering of the Notes, as follows:
Sources:
Uses:
Gross Spread Allocation:
The gross spread is allocated among the Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC) in accordance with their respective commitments and the terms of the Purchase Agreement. Wire transfer instructions for each recipient are set forth in the Funds Flow Memorandum.
Tab I-3: Cross-Receipt
Cross-Receipt, dated May 15, 2025, evidencing the exchange on the Closing Date of (i) the Notes, in the aggregate principal amount of $850,000,000, by the Issuers and (ii) the aggregate purchase price of $837,250,000 (representing the issue price of 98.50% of par value, less the gross spread of $17,000,000, for a net amount of $820,250,000) by the Initial Purchasers. The Cross-Receipt was executed by authorized representatives of the Issuers and each of the Initial Purchasers and confirms the delivery and acceptance of the Notes and the receipt of the purchase price, in each case in accordance with the terms and conditions of the Purchase Agreement.
TAB J — SANCTIONS AND OFAC COMPLIANCE
Tab J-1: Side Letter — Sanctions Representations
Side Letter, dated May 15, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, supplementing the Purchase Agreement with additional representations, warranties, and covenants relating to economic sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, the United Kingdom's Office of Financial Sanctions Implementation ("OFSI"), and the United Nations Security Council.
The Side Letter includes, among other things, representations that (i) none of the Issuers, the Guarantors, or their respective directors, officers, or employees is a Sanctioned Person (as defined therein), (ii) none of the Issuers, the Guarantors, or their respective directors, officers, or employees is located, organized, or resident in a Sanctioned Country (as defined therein), (iii) the Issuers and the Guarantors will not, directly or indirectly, use the proceeds of the offering, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other person, for the purpose of financing the activities of any person that is a Sanctioned Person or in any Sanctioned Country, in violation of applicable sanctions, and (iv) the Issuers and the Guarantors maintain and will continue to maintain policies and procedures reasonably designed to ensure compliance with applicable sanctions.
Tab J-2: Sanctions Screening Results Summary
Summary of the sanctions screening report prepared by Sandoval Compliance Solutions LLC (Rosa Medina, Lead Consultant; 1120 Connecticut Avenue NW, Suite 600, Washington, DC 20036).
Screening was completed on April 25, 2025. The following categories of persons and entities were screened:
(a) All Dunmore group entities (the Issuers and the Guarantors, and their respective subsidiaries and affiliates)
(b) All officers and directors of the Issuers and the Guarantors
(c) All material counterparties, including the Nigerian National Petroleum Company ("NNPC"), with respect to back-in rights in OML 47 and OML 63
(d) All joint venture partners and material commercial counterparties
Screening was performed against the following sanctions lists:
•  OFAC Specially Designated Nationals and blocked Persons List (SDN List)
•  OFAC Sectoral Sanctions Identifications List (SSI List)
•  European Union Consolidated Sanctions List
•  United Kingdom Office of Financial Sanctions Implementation (OFSI) Consolidated List
Result: No hits. No Dunmore group entity, officer, director, material counterparty, or joint venture partner was identified as a match or potential match on any of the screened sanctions lists.
TAB K — RATING AGENCY LETTERS
Tab K-1: Preliminary Rating Letter — Lodestar Ratings International
Preliminary Rating Letter from Lodestar Ratings International (Catherine Irvine, Lead Analyst), assigning the following preliminary rating to the Notes:
•  Preliminary Rating: B2
•  Outlook: Stable
The preliminary rating reflects Lodestar Ratings International's assessment of the Issuers' credit profile, including the Dunmore group's diversified asset base across Nigeria, Senegal, and the U.S. Gulf of Mexico, the collateral package securing the Notes, the group's production and reserves profile, and the group's leverage and cash flow generation capacity. The rating is subject to the completion of the offering and receipt of final documentation in form and substance consistent with the drafts reviewed.
Lodestar Ratings International 7 World Trade Center New York, NY 10007
Tab K-2: Preliminary Rating Letter — Veridian Credit Assessments Inc.
Preliminary Rating Letter from Veridian Credit Assessments Inc. (James Fenwick, Lead Analyst), assigning the following preliminary rating to the Notes:
•  Preliminary Rating: B+
•  Outlook: Stable
The preliminary rating reflects Veridian Credit Assessments Inc.'s assessment of the Issuers' credit profile, including the Dunmore group's proved reserves base of 345.8 MMboe (PV-10 of $6,700 million), the strength of the collateral package (including first-priority liens on PP&E, equity interests, and material contracts), the group's moderate pro forma leverage (2.11x gross, 1.88x net), and the risks associated with operations in Nigeria and Senegal. The rating is subject to the completion of the offering and receipt of final documentation in form and substance consistent with the drafts reviewed.
Veridian Credit Assessments Inc. 55 Water Street New York, NY 10041
TAB L — RESERVES AND ENGINEERING REPORTS
Tab L-1: Reserves Report of Duval Howard & Partners
Independent reserves report of Duval Howard & Partners (Dr. Evelyn Marchetti, Lead Consultant), dated as of December 31, 2024, covering the proved reserves of the Dunmore group as follows:
The reserves estimates set forth in the reserves report were prepared in accordance with the definitions and guidelines of the Securities and Exchange Commission and the Society of Petroleum Engineers' Petroleum Resources Management System. The reserves report is based on geological, geophysical, engineering, and economic data as of December 31, 2024, and reflects the assumptions and methodologies described therein.
Duval Howard & Partners 1200 Smith Street, Suite 1800 Houston, TX 77002
Tab L-2: Consent of Duval Howard & Partners
Written consent of Duval Howard & Partners (Dr. Evelyn Marchetti, Lead Consultant), dated as of the Closing Date, consenting to the use of the reserves report described in Tab L-1 and references thereto in the Preliminary Offering Memorandum and the Final Offering Memorandum in connection with the offering of the Notes.
TAB M — ESG AND SUSTAINABILITY
Tab M-1: ESG Data Package
ESG Data Package prepared by Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, Lead Consultant), containing the environmental, social, and governance data and metrics of the Dunmore group used in the Final Offering Memorandum and the Supplement to the Offering Memorandum (Tab C-3), including:
•  Scope 1 GHG Emissions (FY 2024): 1.42 million metric tons CO₂e — comprising direct emissions from owned and operated assets, including upstream production operations in Nigeria, Senegal, and the U.S. Gulf of Mexico, and midstream processing and transportation facilities
•  Scope 2 GHG Emissions (FY 2024): 0.18 million metric tons CO₂e — comprising indirect emissions from purchased electricity and other energy consumed at Dunmore group facilities
•  Community Development Spend in Nigeria (FY 2024): $14.2 million — including investments in local infrastructure, education, healthcare, and livelihood programs in host communities surrounding OML 47 and OML 63 operations in the Niger Delta
•  Methane Flaring Intensity: 3.8 m³/boe (compared to an industry average of 5.1 m³/boe as reported by the World Bank's Global Gas Flaring Reduction Partnership) — reflecting the Dunmore group's investments in gas capture, processing, and reinjection infrastructure
•  Net-Zero Commitment: The Dunmore group has committed to achieving net-zero greenhouse gas emissions across its operated portfolio by 2050, with interim targets to be established and reported on a biennial basis
Barrisford Advisory Group LLC 1700 K Street NW, Suite 900 Washington, DC 20006
Tab M-2: Consent of Barrisford Advisory Group LLC
Written consent of Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, Lead Consultant), dated as of the Closing Date, consenting to the use of the ESG data and metrics described in the ESG Data Package (Tab M-1) and references thereto in the Preliminary Offering Memorandum, the Final Offering Memorandum, and the Supplement to the Offering Memorandum in connection with the offering of the Notes.
TAB N — AUDITOR MATERIALS
Tab N-1: Consent of Alverton & Co. LLP
Written consent of Alverton & Co. LLP (Graham Stillwell, Lead Engagement Partner), dated as of the Closing Date, consenting to the reference to Alverton & Co. LLP as independent auditor of Dunmore Energy Holdings Ltd. in the Preliminary Offering Memorandum and the Final Offering Memorandum, and to the inclusion therein of Alverton & Co. LLP's audit report on the consolidated financial statements of Dunmore Energy Holdings Ltd. for the fiscal year ended December 31, 2024.
Alverton & Co. LLP 30 Rockefeller Plaza New York, NY 10112
Tab N-2: Audited Consolidated Financial Statements of Dunmore Energy Holdings Ltd. (FY 2024)
Audited consolidated financial statements of Dunmore Energy Holdings Ltd. for the fiscal year ended December 31, 2024, as included in the Final Offering Memorandum. The following is a summary of selected financial data:
The audited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include the consolidated balance sheet, consolidated statement of operations, consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated statement of cash flows for the fiscal year ended December 31, 2024, together with the related notes to the consolidated financial statements. The financial statements were audited by Alverton & Co. LLP, which issued an unqualified opinion thereon.
TAB O — CORRESPONDENCE
Tab O-1: Letter to Northgate Trust Company, N.A.
Letter from Calderwood & Harkness LLP (Jennifer Kwon, Partner) to Northgate Trust Company, N.A. (William Kerrigan, Vice President, Corporate Trust), transmitting draft copies of the Indenture and the Security Documents for review by Northgate Trust Company, N.A. in its capacity as Trustee and Collateral Agent. The letter requests Northgate Trust Company, N.A.'s review and comments on the provisions governing the Trustee's and Collateral Agent's duties, responsibilities, indemnification, compensation, and resignation, and requests confirmation of Northgate Trust Company, N.A.'s willingness and ability to act as Trustee and Collateral Agent under the Indenture and the Security Documents.
Tab O-2: Letter to Velthorn National Bank, N.A.
Letter from Calderwood & Harkness LLP (Jennifer Kwon, Partner) to Velthorn National Bank, N.A. (Robert Cavanaugh, Relationship Manager), requesting the ABL lender consent described in Tab H-1 and transmitting a draft of the Intercreditor Agreement (Tab B-1) for review and comment by Velthorn National Bank, N.A. and its counsel, Pruitt Halsey LLP (600 Travis Street, Suite 4000, Hou