PRIVILEGED AND CONFIDENTIAL / ATTORNEY WORK PRODUCT

PRIVILEGED AND CONFIDENTIAL / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017
CLOSING MEMORANDUM
Re: Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp. — $850,000,000 9.375% Senior Secured Notes due 2032
Matter No.: 1016-00003
Date: May 14, 2025
Prepared by: Eric Johannsen and Claire Dempsey
Reviewed by: Jennifer Kwon, Responsible Partner
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I. Introduction and Purpose
This Closing Memorandum (this "Memorandum") has been prepared by Calderwood & Harkness LLP ("C&H"), as counsel to the Issuers (as defined below), to summarize the closing mechanics, settlement procedures, wire transfer instructions, document delivery sequence, and coordination responsibilities for the closing and settlement of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). This Memorandum is intended for the use of the parties and their counsel in connection with the closing and settlement of the offering of the Notes and is protected by the attorney-client privilege and the work product doctrine. This Memorandum should not be distributed to any person not identified herein without the prior written consent of C&H.
Issuers. The Notes are being co-issued by (i) Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands ("DEH"), and (ii) Dunmore upstream Finance Corp., a Delaware corporation ("DUFC" and, together with DEH, the "Issuers").
Guarantors. The Notes are jointly and severally guaranteed on a senior secured basis by the following subsidiaries of DEH (collectively, the "Guarantors"):
•  Dunmore Nigeria E&P Ltd.
•  Dunmore Gulf Operations LLC
•  Dunmore Renewables LLC
•  Dunmore Senegal S.A.
•  Dunmore Midstream Holdings Inc.
•  Dunmore Trading Ltd.
Securities. The Notes bear interest at a rate of 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025. The Notes will mature on May 1, 2032. The Notes are being offered and sold pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs") and pursuant to Regulation S under the Securities Act to non-U.S. persons (as defined in Regulation S).
The key economic and structural terms of the Notes are set forth below:
Transaction Timeline. The Notes were priced on May 12, 2025 (the "Pricing Date"). The Final Offering Memorandum (the "Final OM") was delivered to the Initial Purchasers on May 14, 2025. Closing and settlement of the Notes is expected to occur on May 15, 2025 (T+1) (the "Closing Date").
Purchase Agreement. The offering of the Notes is being conducted pursuant to the Purchase Agreement, dated May 12, 2025 (the "Purchase Agreement"), among the Issuers, the Guarantors, and Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC (collectively, the "Initial Purchasers"). References herein to Article and Section numbers of the Purchase Agreement are references to the Purchase Agreement unless otherwise specified.
This Memorandum should be read in conjunction with the Master Closing Checklist (closing-checklist.xlsx), which provides a comprehensive, item-by-item listing of all closing deliverables and their current status.
II. Key Parties and Contact Information
Set forth below is a summary of the key parties involved in the transaction, together with their respective addresses and designated contacts. A comprehensive contact sheet with telephone numbers and email addresses for all individuals listed below is attached hereto as Annex C.
A. Issuers
1. Dunmore Energy Holdings Ltd. ("DEH")
Registered Office: c/o Maples Corporate Services Ltd. PO Box 309, Ugland House George Town, Grand Cayman KY1-1104 Cayman Islands
Principal Executive Offices: 14th Floor, Harbour Place Tower 103 South Church Street George Town, Grand Cayman KY1-1002 Cayman Islands
Houston Office: 2900 Post Oak Boulevard, Suite 3100 Houston, TX 77056
Cayman Registry No.: MC-384726
Key Contacts:
•  Marcus Ellingham, Chief Executive Officer
•  Deepa Rajaram, Chief Financial Officer
•  Alistair Forde, General Counsel
2. Dunmore upstream Finance Corp. ("DUFC")
Registered Agent: Ashgrove Services Inc. 28 Liberty Street New York, NY 10005
Principal Office: 2900 Post Oak Boulevard, Suite 3100 Houston, TX 77056
EIN: 93-4728106
B. Initial Purchasers
1. Ridgeline Capital Markets LLC (Lead Initial Purchaser / Lead Left Bookrunner)
383 Madison Avenue, 22nd Floor New York, NY 10179
Contacts:
•  Thomas Whitford, Head of Energy Capital Markets
•  Simone Achterberg, Coverage Banker
Allocation: $467,500,000 (55% of aggregate principal amount)
2. Clarion Securities Inc. (Joint Bookrunner)
One Financial Center Boston, MA 02111
Contact:
•  Derek Holmgren
Allocation: $255,000,000 (30% of aggregate principal amount)
3. Pinnacle Partners LLC (Co-Manager)
200 West Street, Suite 4400 New York, NY 10282
Contact:
•  Julia Song
Allocation: $127,500,000 (15% of aggregate principal amount)
C. Trustee and Collateral Agent
Northgate Trust Company, N.A.
100 Wall Street, Suite 1600 New York, NY 10005
EIN: 13-6520098
Contact:
•  William Kerrigan, Vice President — Corporate Trust
Northgate Trust Company, N.A. ("Northgate Trust") will serve as Trustee under the Indenture and as Collateral Agent under the Intercreditor Agreement and the Security Documents.
D. Paying Agent, Registrar, and Transfer Agent
Beacon Fiduciary Services LLC
240 Greenwich Street, 7th Floor New York, NY 10007
Contact:
•  Sandra Mitchum, Relationship Manager
Beacon Fiduciary Services LLC ("Beacon Fiduciary") will serve as Paying Agent, Registrar, and Transfer Agent under the Paying Agency Agreement and will act as custodian of the Global Notes on behalf of DTC.
E. Existing ABL Agent
Velthorn National Bank, N.A.
1111 Fannin Street, Suite 2500 Houston, TX 77002
Contact:
•  Robert Cavanaugh, Relationship Manager
Counsel:
•  Pruitt Halsey LLP
•  600 Travis Street, Suite 4000
•  Houston, TX 77002
Velthorn National Bank, N.A. ("Velthorn") serves as administrative agent under the existing asset-based lending facility (the "ABL Facility") and will be a party to the Intercreditor Agreement in its capacity as ABL Agent.
F. Counsel
1. Calderwood & Harkness LLP (Issuer's Counsel)
425 Lexington Avenue New York, NY 10017
Contacts:
•  Jennifer Kwon, Responsible Partner
•  Theodore Langston, Billing Partner
•  Eric Johannsen, Lead Associate
•  Claire Dempsey, Working Associate
•  Leonard Cross, Tax Specialist Partner
2. Whitfield Baxter & Cohn LLP (Initial Purchasers' Counsel)
51 West 52nd Street New York, NY 10019
Contacts:
•  Harrison Cates, Lead Partner
•  Priya Naveen, Associate
3. Kincaid & Moreau LLP (Cayman Islands Counsel)
68 Fort Street George Town, Grand Cayman KY1-1107
Contact:
•  Nigel Ashworth
4. Abayomi Chambers (Nigerian Counsel)
14 Broad Street, Victoria Island Lagos, Nigeria
Contact:
•  Chidinma Okafor
5. Cresswell & Greaves LLP (English Counsel)
10 Fenchurch Avenue London EC3M 5BN United Kingdom
Contact:
•  Fiona Halsted
6. Theron Moss & Associates SARL (Senegalese Counsel)
Rue Moussé Diop 22, Plateau Dakar, Senegal
Contact:
•  Moustapha Sy
G. Other Key Service Providers
III. Closing Timeline and Sequence of Events
The following is a detailed timeline of the closing events for the offering and settlement of the Notes. All times referenced are Eastern Time ("ET"). Each party and its counsel should confirm its availability for all events at the times specified. Any deviation from the timeline set forth below should be communicated immediately to Eric Johannsen (C&H) and Jennifer Kwon (C&H) in accordance with the escalation procedures set forth in Section X of this Memorandum.
A. Pre-Closing (May 14, 2025)
9:00 AM ET — Pre-Closing Conference Call. A pre-closing conference call will be convened among all counsel (C&H, Whitfield Baxter & Cohn, Kincaid & Moreau, Abayomi Chambers, Cresswell & Greaves, Theron Moss & Associates, and Pruitt Halsey), representatives of the Issuers (Alistair Forde and Deepa Rajaram), representatives of each of the Initial Purchasers (Thomas Whitford of Ridgeline, Derek Holmgren of Clarion, and Julia Song of Pinnacle), Northgate Trust (William Kerrigan), and Beacon Fiduciary (Sandra Mitchum). The purpose of the call is to confirm the status of all closing deliverables, identify any outstanding items, and confirm that all parties are prepared to proceed to closing on May 15, 2025. C&H will chair the call and provide a summary of the current status of each item on the Master Closing Checklist.
10:00 AM – 12:00 PM ET — Execution and Exchange of Signature Pages. During this window, the parties will execute and exchange signature pages for all transaction documents. Execution will be effected via Brightwater Software, except where wet ink counterparts are specifically required by the relevant transaction document or applicable law. Wet ink execution is required for the following documents:
(a) the Indenture (execution version), to be executed by DEH, DUFC, each Guarantor, and Northgate Trust as Trustee and Collateral Agent;
(b) the Security Documents, including the U.S. Collateral Agreement (executed by each U.S. entity and Northgate Trust as Collateral Agent), the Nigerian Debenture and Charge (executed by Dunmore Nigeria E&P Ltd. and Northgate Trust as Collateral Agent), the English Debenture (executed by Dunmore Trading Ltd. and Northgate Trust as Collateral Agent), and the Senegalese Nantissement/Cession Fiduciaire (executed by Dunmore Senegal S.A. and Northgate Trust as Collateral Agent);
(c) the Intercreditor Agreement among DEH, DUFC, the Guarantors, Northgate Trust (as Collateral Agent and Trustee), and Velthorn National Bank, N.A. (as ABL Agent);
(d) the Registration Rights Agreement among the Issuers, the Guarantors, and the Initial Purchasers;
(e) the Paying Agency Agreement among the Issuers and Beacon Fiduciary Services LLC; and
(f) the Side Letter — Sanctions Representations, supplementing the Purchase Agreement with additional OFAC compliance representations.
C&H will assemble and confirm receipt of all executed signature pages during this period. Eric Johannsen will serve as the primary coordinator for execution logistics.
12:00 PM – 2:00 PM ET — Delivery and Review of Opinions and Certificates. During this period, all legal opinion letters and officer/director certificates will be delivered and reviewed. C&H will circulate final forms of all C&H opinions to Whitfield Baxter & Cohn for final review and confirmation of acceptability. Each local counsel firm will transmit its respective opinion to C&H for review and sign-off. Northgate Trust will deliver its in-house counsel opinion in the form previously reviewed by C&H. All certificates described in Section VI.B of this Memorandum will be delivered during this window.
2:00 PM ET — Confirmation of Conditions Precedent. At this time, C&H and Whitfield Baxter & Cohn will jointly confirm that all conditions precedent to closing set forth in Article VII of the Purchase Agreement have been satisfied or, to the extent permitted by the Purchase Agreement, waived by the Initial Purchasers. Any outstanding conditions will be identified and addressed on an expedited basis. Jennifer Kwon (C&H) and Harrison Cates (WBC) will coordinate this confirmation directly.
3:00 PM ET — Delivery of Final Offering Memorandum. The Final Offering Memorandum, dated May 14, 2025, will be delivered to the Initial Purchasers in accordance with the requirements of the Purchase Agreement. The Final OM incorporates the pricing terms agreed on the Pricing Date (May 12, 2025), including the aggregate principal amount, the coupon rate, the issue price, and the maturity date. Electronic delivery (PDF) will be accompanied by confirmation of availability via the private placement platform maintained by Ridgeline Capital Markets LLC.
4:00 PM ET — Pre-Closing Binder Assembly. C&H will assemble the pre-closing binder, confirming that all transaction documents, opinions, certificates, consents, acknowledgments, and other closing deliverables are in final form and have been duly executed and delivered. Eric Johannsen and Claire Dempsey will conduct a final review of the Master Closing Checklist to confirm completeness.
In addition, by no later than 4:00 PM ET on May 14, 2025, all wire transfer instructions (as set forth in Section IV.C below and attached as Annex A hereto) will be confirmed by telephone callback to authorized contacts at each recipient institution.
B. Closing Day (May 15, 2025)
8:00 AM ET — Final Go/No-Go Confirmation Call. A brief confirmation call will be held among Jennifer Kwon (C&H), Harrison Cates (WBC), Thomas Whitford (Ridgeline), and Alistair Forde (Dunmore GC) to confirm that all conditions to closing remain satisfied, no material adverse change has occurred, and all parties are prepared to proceed with settlement. This call will serve as the final authorization for the release of funds and delivery of Notes.
9:00 AM ET — DTC Settlement Window Opens. Settlement of the Notes will commence through DTC's Same-Day Funds Settlement System. The Global Notes, having been authenticated by Northgate Trust and deposited with Beacon Fiduciary as DTC custodian, will be credited to the Initial Purchasers' respective DTC participant accounts against payment of the aggregate purchase price. Settlement will occur on a delivery-versus-payment (DVP) basis.
9:00 AM – 10:00 AM ET — Wire Transfers Initiated. All wire transfers will be initiated by Dunmore's treasury team, under the direction of Deepa Rajaram (CFO), in accordance with the Funds Flow Memorandum set forth in Section IV below and the wire instructions attached hereto as Annex A. Wire transfers will be initiated from DEH's primary operating account at Velthorn National Bank, N.A. All wires will be in immediately available funds (federal funds). Irrevocable payment orders are to be submitted no later than 9:00 AM ET.
10:00 AM ET — Cross-Receipt Execution. The Cross-Receipt, evidencing the exchange of the Notes for the aggregate purchase price, will be executed and exchanged among the Issuers and the Initial Purchasers.
10:30 AM ET — Confirmation of Wire Receipt. Each recipient of wire transfers under the Funds Flow Memorandum will confirm receipt of funds. Any discrepancy or delayed receipt will be immediately escalated in accordance with the procedures set forth in Section X of this Memorandum.
11:00 AM ET — UCC-1 Financing Statement Filings. UCC-1 Financing Statements will be filed with the Delaware Secretary of State, covering all Collateral granted by DUFC, Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc. in favor of Northgate Trust Company, N.A. as Collateral Agent. C&H will coordinate the filing and will arrange for expedited confirmation of filing.
11:00 AM ET — Confirmation of International Security Filings. At this time, each local counsel firm will confirm that the applicable security filings and registrations in Nigeria, England & Wales, and Senegal have been effected or will be promptly effected within the applicable statutory periods. Specifically:
(a) Abayomi Chambers (Chidinma Okafor) will confirm the status of the registration of the Nigerian Debenture and Charge with the Corporate Affairs Commission (CAC) and notification to DPR/NNPC regarding the creation of security over OML 47 and OML 63 interests.
(b) Cresswell & Greaves (Fiona Halsted) will confirm the timeline for registration of the English Debenture at Companies House within 21 days per the Companies Act 2006.
(c) Theron Moss & Associates SARL (Moustapha Sy) will confirm the status of registration of the nantissement and cession fiduciaire with the appropriate Senegalese registry.
12:00 PM ET — Closing Confirmed. Upon confirmation of (i) DTC settlement, (ii) receipt of all wire transfers, (iii) execution and delivery of the Cross-Receipt, and (iv) the filing or initiation of filing of all security instruments, the closing will be deemed confirmed. C&H will circulate an email notification to all parties confirming that the closing has occurred.
Afternoon — Post-Closing Binder Assembly. Following confirmation of closing, C&H will commence assembly of the final post-closing binder, which will include all executed transaction documents, opinions, certificates, consents, filings, and other deliverables. The post-closing binder will be distributed in accordance with the procedures described in Section IX.A below.
IV. Funds Flow and Wire Transfer Instructions
A. Sources of Funds
The aggregate purchase price for the Notes, reflecting the issue price of 98.50% of par, will be paid by the Initial Purchasers as follows:
Each Initial Purchaser will pay its pro rata share of the issue price (98.50% of its respective allocation of the $850,000,000 aggregate principal amount of the Notes). Payment will be made by each Initial Purchaser through DTC's Same-Day Funds Settlement System on a delivery-versus-payment basis.
After deduction of the gross spread of $17,000,000 (representing 2.00% of the aggregate principal amount), net proceeds to the Issuers will equal $820,250,000.
B. Application of Gross Proceeds
The following table sets forth the anticipated application of the gross proceeds of the offering:
Reconciliation: $17,000,000 + $450,000,000 + $250,000,000 + $5,500,000 + $114,750,000 = $837,250,000.
Note Regarding Total Estimated Offering Costs: The total estimated costs of the offering are approximately $22,500,000, comprising the $17,000,000 gross spread (which will be retained by the Initial Purchasers from the settlement proceeds and not wired separately) and approximately $5,500,000 in estimated legal, accounting, trustee, rating agency, printing, and other expenses (which will be wired separately by Dunmore to the applicable service providers).
C. Wire Transfer Instructions
Detailed wire transfer instructions for each recipient of funds under this Funds Flow Memorandum are attached hereto as Annex A. The wire instructions include, for each recipient: (i) bank name, (ii) ABA/routing number, (iii) account number, (iv) account name, and (v) reference/memo line.
All wire transfer instructions are to be confirmed by telephone callback to authorized contacts at each recipient institution no later than 4:00 PM ET on May 14, 2025. Callbacks will be conducted by Dunmore's treasury team (Deepa Rajaram, CFO) and, with respect to the payoff of the existing 2028 Notes, confirmed by C&H.
Wire transfers will be initiated by Dunmore's treasury team (Deepa Rajaram, CFO) from DEH's primary operating account at Velthorn National Bank, N.A. All wires are to be in immediately available funds (federal funds). Irrevocable payment orders are to be submitted no later than 9:00 AM ET on May 15, 2025, in order to permit confirmation of receipt by 10:30 AM ET on the Closing Date.
Under no circumstances should any wire transfer be initiated until the 8:00 AM ET go/no-go confirmation call has occurred and the parties have confirmed authorization to proceed.
D. Payoff of Existing 2028 Notes
A portion of the net proceeds of the offering will be applied to a partial redemption of the Issuers' outstanding 7.50% Senior Unsecured Notes due October 15, 2028 (the "2028 Notes"). The key terms of the partial payoff are as follows:
Payoff Amount: $450,000,000 (partial redemption of $850,000,000 currently outstanding)
Remaining Outstanding After Partial Repayment: $400,000,000
Maturity of Remaining 2028 Notes: October 15, 2028
Wire Instructions: Per the Payoff Letter form prepared and reviewed by C&H, the payoff amount will be wired directly to the trustee of the existing 2028 Notes in accordance with the wire instructions specified in the Payoff Letter.
Confirmation of Receipt and Release: Upon receipt of the payoff amount, the trustee of the existing 2028 Notes will deliver written confirmation of receipt and, to the extent applicable, an acknowledgment of partial release consistent with the terms of the indenture governing the 2028 Notes. C&H will coordinate to obtain this confirmation on or promptly after the Closing Date.
V. DTC Book-Entry Delivery Procedures
A. Global Notes and DTC Eligibility
The Notes will be issued in global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). Beneficial interests in the Global Notes will be held through DTC participants and their respective nominees in accordance with DTC's customary procedures.
Two separate Global Notes will be issued:
(i) the Rule 144A Global Note, representing Notes sold to QIBs in reliance on Rule 144A under the Securities Act (CUSIP 265387 AA 5 / ISIN US265387AA51); and
(ii) the Regulation S Global Note, representing Notes sold to non-U.S. persons in reliance on Regulation S under the Securities Act (CUSIP C2085R AA 2 / ISIN USC2085RAA24).
A DTC Eligibility Letter confirming that the Notes are eligible for book-entry delivery through DTC will be delivered prior to or at closing. Beacon Fiduciary Services LLC will act as custodian of the Global Notes on behalf of DTC. The Global Notes will be held by Beacon Fiduciary at its offices at 240 Greenwich Street, 7th Floor, New York, NY 10007.
B. Settlement Mechanics
Settlement of the Notes will occur via DTC's Same-Day Funds Settlement System on a delivery-versus-payment (DVP) basis. Under this system, the Initial Purchasers will deliver the aggregate purchase price for the Notes through DTC, and the Notes will be simultaneously credited to the Initial Purchasers' respective DTC participant accounts. The settlement mechanics are designed to ensure that the delivery of the Notes and the payment of the purchase price occur concurrently, eliminating settlement risk.
Sandra Mitchum of Beacon Fiduciary will coordinate with DTC to ensure timely activation of the CUSIPs and ISINs assigned to the Global Notes and the credit of positions to the Initial Purchasers' DTC participant accounts. All parties should ensure that they have provided their DTC participant numbers and anticipated allocation amounts to Beacon Fiduciary no later than 4:00 PM ET on May 14, 2025 (see Annex D for a summary of DTC participant information).
William Kerrigan of Northgate Trust will confirm the authentication of the Global Notes prior to their deposit with DTC. Authentication must be confirmed no later than the commencement of the DTC settlement window at 9:00 AM ET on May 15, 2025.
C. Authentication of Notes
Northgate Trust, in its capacity as Trustee under the Indenture, will authenticate the Global Notes upon receipt of an Authentication Order from the Issuers. The Authentication Order will be delivered by the Issuers (through Alistair Forde, General Counsel) as part of the closing deliverables on May 14, 2025. The Authentication Order will instruct Northgate Trust to authenticate the Global Notes in the aggregate principal amount of $850,000,000 and to deliver the authenticated Global Notes to Beacon Fiduciary as DTC custodian.
The physical Global Notes (or their electronic equivalent, to the extent DTC's procedures so permit) will be deposited with Beacon Fiduciary on or before 8:00 AM ET on May 15, 2025. Northgate Trust (William Kerrigan) will confirm authentication to C&H and Whitfield Baxter & Cohn by email, with telephone confirmation to follow, promptly after authentication is complete.
VI. Opinions, Certificates, and Other Closing Deliverables
The following is a summary of the legal opinions, certificates, comfort letters, consents, rating agency confirmations, and other deliverables required in connection with the closing and settlement of the Notes. All opinions are to be dated May 15, 2025 (the Closing Date) and delivered to the Initial Purchasers (and, where applicable, their counsel, Whitfield Baxter & Cohn LLP) prior to or simultaneously with settlement, unless otherwise noted.
A. Legal Opinions
1. C&H Opinion — New York Law Enforceability
Calderwood & Harkness LLP will deliver an opinion addressed to the Initial Purchasers covering the due authorization, execution, delivery, and enforceability under New York law of the Indenture, the Purchase Agreement, the Registration Rights Agreement, and the U.S. Collateral Agreement. The opinion will address customary enforceability qualifications, including bankruptcy, insolvency, and equitable principles limitations, and will contain customary assumptions and qualifications.
2. C&H Opinion — Corporate Authorization (DUFC and U.S. Guarantors)
Calderwood & Harkness LLP will deliver a separate opinion addressed to the Initial Purchasers covering the due organization, good standing, and corporate power and authority of DUFC (EIN 93-4728106), Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc. under the laws of the State of Delaware (or other applicable state of formation). The opinion will confirm that each such entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has the corporate or limited liability company power and authority to execute, deliver, and perform its obligations under the applicable transaction documents to which it is a party.
3. C&H Opinion — Securities Law / No-Registration
Calderwood & Harkness LLP will deliver an opinion addressed to the Initial Purchasers confirming that the offer and sale of the Notes in the manner contemplated by the Purchase Agreement and the Final Offering Memorandum are exempt from the registration requirements of the Securities Act pursuant to Rule 144A thereunder (with respect to sales to QIBs) and Regulation S thereunder (with respect to sales to non-U.S. persons), and that the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended.
4. Kincaid & Moreau LLP — Cayman Law Opinion
Kincaid & Moreau LLP (Nigel Ashworth) will deliver an opinion addressed to the Initial Purchasers covering the due incorporation of DEH under the laws of the Cayman Islands, the capacity of DEH to enter into and perform its obligations under the transaction documents to which it is a party, the absence of any conflict with Cayman Islands law, and the enforceability of such documents under Cayman Islands law. The Kincaid & Moreau opinion will be reviewed and signed off on by C&H prior to delivery.
5. Abayomi Chambers — Nigerian Law Opinion
Abayomi Chambers (Chidinma Okafor) will deliver an opinion addressed to the Initial Purchasers covering the due incorporation and good standing of Dunmore Nigeria E&P Ltd. under the laws of the Federal Republic of Nigeria, the validity of the guarantee issued by Dunmore Nigeria E&P Ltd. and the Nigerian Debenture and Charge over OML 47 and OML 63 interests, and compliance with applicable regulatory requirements of the Department of Petroleum Resources (DPR) and the Nigerian National Petroleum Corporation (NNPC). The Abayomi Chambers opinion will be reviewed and signed off on by C&H prior to delivery.
6. Cresswell & Greaves LLP — English Law Opinion
Cresswell & Greaves LLP (Fiona Halsted) will deliver an opinion addressed to the Initial Purchasers covering the due incorporation of Dunmore Trading Ltd. under the laws of England and Wales, the enforceability of the guarantee issued by Dunmore Trading Ltd. and the English law debenture, and related matters. The Cresswell & Greaves opinion will be reviewed and signed off on by C&H prior to delivery.
7. Theron Moss & Associates SARL — Senegalese Law Opinion
Theron Moss & Associates SARL (Moustapha Sy) will deliver an opinion addressed to the Initial Purchasers covering the due organization of Dunmore Senegal S.A. under the laws of the Republic of Senegal, compliance with the Production Sharing Contract (PSC) for the Cayar Offshore Block, and the validity of the nantissement and cession fiduciaire under Senegalese law. The Theron Moss opinion will be reviewed and signed off on by C&H prior to delivery.
8. Northgate Trust — In-House Counsel Opinion
Northgate Trust Company, N.A. will deliver an opinion from its in-house counsel addressed to the Initial Purchasers covering the due organization of Northgate Trust, its authority to act as Trustee and Collateral Agent under the Indenture, Intercreditor Agreement, and Security Documents, and the due execution and delivery by Northgate Trust of such documents. The form of the Northgate Trust in-house counsel opinion has been reviewed by C&H.
9. 10b-5 Disclosure Letter (Negative Assurance)
Calderwood & Harkness LLP will deliver a 10b-5 disclosure letter (negative assurance letter) addressed to the Initial Purchasers regarding the Final Offering Memorandum. The letter will state that, based on C&H's participation in the preparation of the Final OM and certain due diligence activities, nothing has come to C&H's attention that causes it to believe that the Final OM, as of its date and as of the Closing Date, contained or contains any 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. The 10b-5 letter will be subject to customary qualifications and limitations.
B. Certificates
1. Officers' Certificate
An Officers' Certificate will be executed by Marcus Ellingham (CEO) and Deepa Rajaram (CFO) on behalf of the Issuers and each Guarantor, certifying (i) the accuracy of the representations and warranties of the Issuers and the Guarantors set forth in the Purchase Agreement as of the Closing Date, (ii) the performance by the Issuers and the Guarantors of all of their respective obligations and agreements required to be performed under the Purchase Agreement on or prior to the Closing Date, and (iii) the satisfaction (or waiver) of all conditions precedent to the obligations of the Initial Purchasers under Article VII of the Purchase Agreement.
2. Secretary's / Director's Certificate
A Secretary's Certificate (or, in the case of DEH and the non-U.S. Guarantors, a Director's Certificate) will be delivered for each Issuer and each Guarantor, certifying the following attached documents: (i) true and complete copies of the memorandum and articles of association (for Cayman and other non-U.S. entities), certificates of incorporation, LLC agreements, or other equivalent organizational documents, as applicable; (ii) board resolutions (or member resolutions, as applicable) authorizing the execution, delivery, and performance of the transaction documents; and (iii) incumbency information for each authorized signatory.
3. Incumbency Certificate (Consolidated)
A consolidated Incumbency Certificate will be delivered listing all authorized signatories for each Issuer and each Guarantor, together with specimen signatures for each such individual. The consolidated certificate is intended to provide a single reference document for verification of signatures across all transaction documents.
4. Bring-Down Due Diligence Certificate
A Bring-Down Due Diligence Certificate will be delivered by the Issuers, confirming that no material adverse change has occurred with respect to the business, financial condition, or results of operations of the Issuers or any Guarantor since the date of the Preliminary Offering Memorandum (April 28, 2025), other than as disclosed in the Final Offering Memorandum.
C. Comfort Letters
1. Alverton & Co. LLP — Initial Comfort Letter
Alverton & Co. LLP (Graham Stillwell), the independent auditor of the Issuers, delivered an initial comfort letter addressed to the Initial Purchasers at or prior to the Pricing Date (May 12, 2025). The initial comfort letter covered customary matters, including (i) the independence of Alverton & Co. LLP, (ii) compliance of the financial statements included in the Offering Memorandum with applicable accounting requirements, and (iii) specified procedures performed with respect to certain financial data and statistical information contained in the Offering Memorandum.
2. Alverton & Co. LLP — Bring-Down Comfort Letter
Alverton & Co. LLP will deliver a bring-down comfort letter addressed to the Initial Purchasers at closing (May 15, 2025), confirming that no material changes have occurred in the financial data and information covered by the initial comfort letter since the date of the initial comfort letter. The bring-down comfort letter will specify the cutoff date for procedures performed, as set forth in the comfort letter request submitted by Whitfield Baxter & Cohn on behalf of the Initial Purchasers.
D. Consents and Acknowledgments
1. ABL Lender Consent / Acknowledgment
Velthorn National Bank, N.A. (Robert Cavanaugh), as administrative agent under the existing ABL Facility, will deliver a consent and acknowledgment consenting to (i) the incurrence of the Notes and the related indebtedness, (ii) the granting of the security interests contemplated by the Security Documents, and (iii) the execution and delivery of the Intercreditor Agreement. The consent has been prepared in consultation with Pruitt Halsey LLP, counsel to Velthorn.
2. Payoff Letter (Existing 2028 Notes — Partial)
The trustee of the existing 2028 Notes will deliver a Payoff Letter confirming (i) the payoff amount of $450,000,000 for the partial redemption of the 2028 Notes, (ii) wire transfer instructions for remittance of the payoff amount, and (iii) the mechanics for the release of the redeemed Notes upon receipt of payment. The form of the Payoff Letter has been reviewed by C&H.
E. Rating Agency Confirmations
The following rating agency confirmations will be delivered to the Initial Purchasers:
(a) Lodestar Ratings International (Catherine Irvine): Written confirmation of the preliminary rating of B2 with a Stable outlook assigned to the Notes.
(b) Veridian Credit Assessments Inc. (James Fenwick): Written confirmation of the preliminary rating of B+ with a Stable outlook assigned to the Notes.
The rating agency confirmation letters will be addressed to the Initial Purchasers and will confirm the preliminary ratings as of the Closing Date. Final ratings are expected to be assigned promptly following the Closing Date.
F. Other Deliverables
In addition to the opinions, certificates, comfort letters, consents, and rating confirmations described above, the following additional closing deliverables are required:
1.  DTC Eligibility Letter. A letter from DTC confirming that the Notes are eligible for book-entry delivery through DTC's facilities.
2.  Cross-Receipt. The Cross-Receipt, to be executed and exchanged by the Issuers and the Initial Purchasers at 10:00 AM ET on the Closing Date, evidencing the exchange of the Notes for the aggregate purchase price.
3.  UCC-1 Financing Statements. UCC-1 Financing Statements have been prepared for filing with the Delaware Secretary of State, covering the Collateral granted by DUFC, Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc. in favor of Northgate Trust Company, N.A. as Collateral Agent. The financing statements will be filed on the Closing Date (May 15, 2025) at 11:00 AM ET.
4.  Board Resolutions. Certified copies of the board resolutions (or equivalent member or director resolutions, as applicable) of DEH, DUFC, and each Guarantor subsidiary authorizing the transactions contemplated by the transaction documents.
5.  Good Standing Certificates. Good standing certificates (or equivalent status certificates) for each of the following entities from the applicable governmental authority:
(a) DUFC — Delaware Secretary of State
(b) Dunmore Gulf Operations LLC — Delaware Secretary of State
(c) Dunmore Renewables LLC — Delaware Secretary of State
(d) Dunmore Midstream Holdings Inc. — Delaware Secretary of State
(e) Dunmore Trading Ltd. — Companies House (England & Wales)
(f) DEH — Registrar of Companies (Cayman Islands)
(g) Dunmore Nigeria E&P Ltd. — Corporate Affairs Commission (CAC) (Nigeria)
(h) Dunmore Senegal S.A. — applicable Senegalese registry
6.  Tax Memorandum. A memorandum prepared by Leonard Cross (C&H Tax Specialist Partner) addressing the original issue discount ($12,750,000), withholding tax implications, and FATCA compliance considerations arising from the issuance of the Notes.
7.  Cayman Tax Status Certificate. A certificate confirming DEH's tax-exempt status under the laws of the Cayman Islands, as required by the terms of the Indenture and the Purchase Agreement.
8.  Final Offering Memorandum. The Final Offering Memorandum, dated May 14, 2025, to be delivered to the Initial Purchasers as described in Section III.A above.
9.  Side Letter — Sanctions Representations. The Side Letter supplementing the Purchase Agreement with additional representations and warranties regarding compliance with applicable sanctions laws and regulations, including those administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury.
10.  Sanctions Screening Confirmation. A written confirmation from Sandoval Compliance Solutions LLC (Rosa Medina) that comprehensive sanctions screening of the Issuers, the Guarantors, their respective directors, officers, and key principals was completed on April 25, 2025, with no adverse findings or "hits" identified.
VII. Coordination Responsibilities
The following is a summary of the coordination responsibilities of each key party and its counsel in connection with the closing and settlement of the Notes. Each party is responsible for ensuring that its designated contact(s) are available throughout the pre-closing period and on the Closing Date and for promptly communicating any issues, delays, or impediments to closing to C&H and the other parties in accordance with the escalation procedures set forth in Section X.
A. Calderwood & Harkness LLP Responsibilities
As Issuer's Counsel, C&H has overall responsibility for coordinating the closing and settlement of the Notes. C&H's specific responsibilities include:
•  Coordinating the execution and delivery of all transaction documents, including assembling, confirming, and distributing executed signature pages.
•  Delivering the C&H opinion letters (New York law enforceability, corporate authorization, and securities law / no-registration opinions) and the 10b-5 disclosure letter (negative assurance letter) regarding the Final Offering Memorandum.
•  Reviewing and signing off on all local counsel opinions delivered by Kincaid & Moreau LLP (Cayman), Abayomi Chambers (Nigeria), Cresswell & Greaves LLP (England), and Theron Moss & Associates SARL (Senegal).
•  Reviewing the Northgate Trust in-house counsel opinion form and confirming its acceptability.
•  Coordinating UCC-1 Financing Statement filings with the Delaware Secretary of State on the Closing Date.
•  Preparing and distributing the closing binder (physical and electronic) following the Closing Date.
•  Monitoring the status of all post-closing security filings and providing status updates as described in Section VIII.E.
Internal Assignments:
Eric Johannsen (Lead Associate): Lead responsibility for document execution logistics and coordination of all opinion deliveries. Eric will serve as the first point of contact for all closing-day logistics and will coordinate directly with each local counsel firm regarding the timing and form of opinion delivery.
Claire Dempsey (Working Associate): Lead responsibility for closing checklist tracking, certificate assembly (including Officers' Certificate, Secretary's/Director's Certificate, Incumbency Certificate, and Bring-Down Due Diligence Certificate), and confirmation of ESG- and sanctions-related documents (including the Barrisford Advisory Group deliverables and the Sandoval Compliance Solutions sanctions screening confirmation).
B. Whitfield Baxter & Cohn LLP Responsibilities
As Initial Purchasers' Counsel, Whitfield Baxter & Cohn LLP is responsible for:
•  Reviewing and confirming the acceptability of all opinions, certificates, comfort letters, and other closing deliverables on behalf of the Initial Purchasers.
•  Coordinating with Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC on DTC settlement mechanics, allocation amounts, and DTC participant information.
•  Advising the Initial Purchasers on the satisfaction or waiver of all conditions precedent under the Purchase Agreement.
Harrison Cates (Lead Partner) and Priya Naveen (Associate) are the designated contacts for Whitfield Baxter & Cohn LLP.
C. Northgate Trust Company, N.A. Responsibilities
As Trustee and Collateral Agent, Northgate Trust is responsible for:
•  Authenticating the Global Notes upon receipt of the Authentication Order from the Issuers.
•  Executing the Indenture, the Intercreditor Agreement, and the Security Documents in its capacity as Trustee and Collateral Agent.
•  Delivering the Northgate Trust in-house counsel opinion.
•  Coordinating with Beacon Fiduciary on the deposit of authenticated Global Notes with DTC.
William Kerrigan (Vice President — Corporate Trust) is the designated contact for Northgate Trust.
D. Beacon Fiduciary Services LLC Responsibilities
As Paying Agent, Registrar, Transfer Agent, and DTC custodian, Beacon Fiduciary is responsible for:
•  Accepting the deposit of the authenticated Global Notes as DTC custodian.
•  Coordinating DTC settlement, including CUSIP/ISIN activation and the credit of positions to the Initial Purchasers' DTC participant accounts.
•  Executing the Paying Agency Agreement.
Sandra Mitchum (Relationship Manager) is the designated contact for Beacon Fiduciary.
E. Dunmore (Issuers and Guarantors) Responsibilities
The Issuers and Guarantors are responsible for:
•  Executing all transaction documents, including the Indenture, the Security Documents, the Purchase Agreement, the Registration Rights Agreement, the Side Letter — Sanctions Representations, and all related documents.
•  Delivering the Officers' Certificate (executed by Marcus Ellingham, CEO, and Deepa Rajaram, CFO), the Secretary's/Director's Certificate, the Incumbency Certificate, and the Bring-Down Due Diligence Certificate.
•  Initiating all wire transfers in accordance with the Funds Flow Memorandum set forth in Section IV above and the wire instructions attached as Annex A.
•  Delivering the Authentication Order to Northgate Trust.
•  Coordinating internal corporate approvals, including board and committee resolutions.
Alistair Forde (General Counsel) is the designated Dunmore contact for coordination of internal approvals, document execution, and all issuer-side closing responsibilities.
F. Velthorn National Bank, N.A. Responsibilities
As ABL Agent, Velthorn is responsible for:
•  Delivering the ABL Lender Consent/Acknowledgment, consenting to the incurrence of the Notes, the granting of security interests, and the execution of the Intercreditor Agreement.
•  Executing the Intercreditor Agreement in its capacity as ABL Agent.
Robert Cavanaugh (Relationship Manager) is the designated contact for Velthorn. Pruitt Halsey LLP serves as counsel to Velthorn in connection with the transaction.
G. Local Counsel Responsibilities
Each local counsel firm is responsible for delivering its respective legal opinion (as described in Section VI.A above) and confirming the status of security filing and registration in its respective jurisdiction:
Each local counsel firm will deliver its opinion to C&H for review and sign-off no later than 2:00 PM ET on May 14, 2025. Any issues with opinion form or substance should be raised with Eric Johannsen (C&H) immediately.
VIII. Post-Closing Security Registration Filings
The following security registration filings are required in connection with the perfection of the security interests granted under the Security Documents. C&H is responsible for tracking all filings and confirmations and providing a consolidated status update to Jennifer Kwon (Responsible Partner) and Alistair Forde (Dunmore GC) within five (5) business days after the Closing Date.
A. U.S. Filings
UCC-1 Financing Statements will be filed with the Delaware Secretary of State on the Closing Date (May 15, 2025) covering all U.S. Collateral granted under the U.S. Collateral Agreement by DUFC, Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc. in favor of Northgate Trust Company, N.A. as Collateral Agent. C&H will coordinate the filing, confirm acceptance by the Delaware Secretary of State, and obtain file-stamped copies of the filed financing statements for inclusion in the closing binder.
B. Nigerian Filings
Abayomi Chambers (Chidinma Okafor) will register the Nigerian Debenture and Charge over the assets of Dunmore Nigeria E&P Ltd. with the Corporate Affairs Commission (CAC) within the statutory period prescribed by applicable Nigerian law. In addition, Abayomi Chambers will deliver notification to the Department of Petroleum Resources (DPR) and the Nigerian National Petroleum Corporation (NNPC) regarding the creation of security interests over OML 47 and OML 63 interests, as required by the applicable oil mining lease terms and Nigerian regulatory requirements. Abayomi Chambers will provide C&H with written confirmation of the CAC registration and DPR/NNPC notification promptly upon completion.
C. English Filings
Cresswell & Greaves LLP (Fiona Halsted) will register the English Debenture granted by Dunmore Trading Ltd. at Companies House within twenty-one (21) days of the creation of the charge, as required by the Companies Act 2006. Cresswell & Greaves will provide C&H with a copy of the certificate of registration issued by Companies House promptly upon receipt.
D. Senegalese Filings
Theron Moss & Associates SARL (Moustapha Sy) will register the nantissement and cession fiduciaire with the appropriate Senegalese registry in accordance with applicable Senegalese law. Theron Moss will provide C&H with written confirmation of registration, together with copies of any registered instruments, promptly upon completion.
E. Follow-Up
C&H will track the status of all post-closing filings described in this Section VIII and will provide a comprehensive written status update to Jennifer Kwon and Alistair Forde within five (5) business days after the Closing Date (i.e., by May 22, 2025). Any filing delays or issues will be promptly communicated to Jennifer Kwon and Alistair Forde as they arise.
IX. Post-Closing Deliverables and Responsibilities
A. Closing Binder
C&H will assemble and distribute the final closing binder (in both physical bound copies and electronic format) within fifteen (15) business days of the Closing Date (i.e., by June 5, 2025). The closing binder will include executed copies of all transaction documents, all legal opinions, certificates, comfort letters, consents, rating agency confirmations, UCC-1 Financing Statement file-stamped copies, and all other closing deliverables.
Prior to finalization, C&H will circulate the Closing Binder Table of Contents to all recipients for review and comment. The closing binder will be distributed to the following:
•  Issuers (DEH and DUFC) — Attention: Alistair Forde
•  Ridgeline Capital Markets LLC — Attention: Thomas Whitford
•  Clarion Securities Inc. — Attention: Derek Holmgren
•  Pinnacle Partners LLC — Attention: Julia Song
•  Northgate Trust Company, N.A. — Attention: William Kerrigan
•  Velthorn National Bank, N.A. — Attention: Robert Cavanaugh
•  Whitfield Baxter & Cohn LLP — Attention: Harrison Cates
•  Kincaid & Moreau LLP — Attention: Nigel Ashworth
•  Abayomi Chambers — Attention: Chidinma Okafor
•  Cresswell & Greaves LLP — Attention: Fiona Halsted
•  Theron Moss & Associates SARL — Attention: Moustapha Sy
•  Pruitt Halsey LLP — Attention: Counsel to Velthorn
B. Sanctions Monitoring
In connection with the ongoing compliance obligations of the Issuers and the Guarantors, Sandoval Compliance Solutions LLC (Rosa Medina) will conduct quarterly OFAC and sanctions screening in accordance with the Post-Closing Sanctions Monitoring Protocol, a copy of which has been delivered to Alistair Forde (Dunmore GC). The quarterly screening will cover all Issuers, Guarantors, their respective directors, officers, and key principals, as well as counterparties identified in the Sanctions Monitoring Protocol. Results of each quarterly screening will be reported to Alistair Forde and Jennifer Kwon (C&H).
C. First Interest Payment
The first interest payment on the Notes will be due on November 1, 2025. The Notes accrue interest at a rate of 9.375% per annum, payable semi-annually. The first interest period runs from May 1, 2025 (the deemed issuance date for interest accrual purposes) through November 1, 2025 (a full semi-annual period of 184 days under a 360-day year convention). The first semi-annual interest payment will be $39,843,750, calculated as follows:
$850,000,000 × 9.375% × (1/2) = $39,843,750
Beacon Fiduciary Services LLC will administer the interest payment through DTC in accordance with DTC's customary procedures and the terms of the Paying Agency Agreement.
D. Registration Rights
The Registration Rights Agreement executed in connection with the offering requires the Issuers to file an exchange offer registration statement (or, in the alternative, a shelf registration statement for the resale of the Notes) with the U.S. Securities and Exchange Commission within the time periods specified in the Registration Rights Agreement. C&H will track all applicable deadlines under the Registration Rights Agreement and will advise Dunmore of upcoming filing and effectiveness deadlines to avoid the accrual of additional interest as provided in the Registration Rights Agreement.
X. Emergency Contacts and Escalation Procedures
In the event of any delay, impediment, or unanticipated issue that could affect the closing or settlement of the Notes, the following escalation chain will apply. All critical communications must be made by telephone, with immediate email confirmation to follow.
Escalation Chain:
Telephone numbers and email addresses for each of the above individuals are set forth on the Closing Day Contact Sheet attached hereto as Annex C.
Escalation Protocol:
(a) Upon identification of any issue that may delay or impede the closing, the identifying party or its counsel should immediately contact Eric Johannsen (C&H) by telephone. If Eric Johannsen is unavailable, the identifying party should contact Jennifer Kwon (C&H) directly.
(b) Eric Johannsen (or Jennifer Kwon, as applicable) will assess the nature and severity of the issue and determine whether immediate notification to the Issuers (Alistair Forde), the Initial Purchasers (Thomas Whitford), and/or Initial Purchasers' Counsel (Harrison Cates) is required.
(c) If any condition precedent under Article VII of the Purchase Agreement cannot be satisfied or waived prior to the scheduled closing time, Jennifer Kwon will convene an immediate conference call with all relevant parties to discuss the issue, potential resolutions, and the feasibility of proceeding with closing on the scheduled Closing Date.
(d) Any decision to delay or postpone the closing must be made jointly by the Issuers and the Lead Initial Purchaser (Ridgeline Capital Markets LLC), in consultation with their respective counsel.
All parties are reminded that time is of the essence with respect to the closing timeline set forth in Section III of this Memorandum. Prompt communication of any issues is essential to ensure a smooth and timely closing.
XI. Annexes
The following Annexes are attached to and form a part of this Closing Memorandum:
Annex A — Wire Transfer Instructions
Annex A sets forth itemized wire transfer instructions for each recipient of funds under the Funds Flow Memorandum described in Section IV of this Memorandum. The wire instructions include, for each recipient, the following information: (i) bank name, (ii) ABA/routing number, (iii) account number, (iv) account name, and (v) reference/memo line. The recipients and amounts are as follows:
Note: The gross spread of $17,000,000 is retained by the Initial Purchasers from the DTC settlement proceeds and is not included in the wire transfers initiated by Dunmore.
[Detailed wire instructions for each recipient are set forth on the pages that follow and have been confirmed by telephone callback as described in Section IV.C.]
Annex B — Master Closing Checklist (Summary)
Annex B provides a summary listing of all closing deliverables, cross-referenced to the full Master Closing Checklist maintained in electronic format (closing-checklist.xlsx). The deliverables are organized by the following categories:
I. Transaction Documents
•  Indenture
•  Purchase Agreement
•  Security Documents (U.S. Collateral Agreement, Nigerian Debenture and Charge, English Debenture, Senegalese Nantissement/Cession Fiduciaire)
•  Intercreditor Agreement
•  Registration Rights Agreement
•  Paying Agency Agreement
•  Side Letter — Sanctions Representations
II. Opinions
•  C&H Opinions (New York Law, Corporate Authorization, Securities Law / No-Registration)
•  Kincaid & Moreau LLP — Cayman Law Opinion
•  Abayomi Chambers — Nigerian Law Opinion
•  Cresswell & Greaves LLP — English Law Opinion
•  Theron Moss & Associates SARL — Senegalese Law Opinion
•  Northgate Trust — In-House Counsel Opinion
•  C&H 10b-5 Disclosure Letter
III. Certificates
•  Officers' Certificate
•  Secretary's / Director's Certificate
•  Incumbency Certificate (Consolidated)
•  Bring-Down Due Diligence Certificate
IV. Comfort Letters
•  Alverton & Co. LLP — Initial Comfort Letter
•  Alverton & Co. LLP — Bring-Down Comfort Letter
V. Consents and Acknowledgments
•  ABL Lender Consent / Acknowledgment
•  Payoff Letter (Existing 2028 Notes — Partial)
VI. Rating Agency Confirmations
•  Lodestar Ratings International — B2 / Stable
•  Veridian Credit Assessments Inc. — B+ / Stable
VII. Filings
•  UCC-1 Financing Statements (Delaware Secretary of State)
•  Nigerian Security Filings (CAC; DPR/NNPC notification)
•  English Debenture Registration (Companies House)
•  Senegalese Nantissement/Cession Fiduciaire Registration
VIII. Other Deliverables
•  DTC Eligibility Letter
•  Cross-Receipt
•  Board Resolutions (Certified Copies)
•  Good Standing / Status Certificates
•  Tax Memorandum (Leonard Cross)
•  Cayman Tax Status Certificate
•  Final Offering Memorandum
•  Authentication Order
•  Sanctions Screening Confirmation (Sandoval Compliance Solutions LLC)
[The full Master Closing Checklist (closing-checklist.xlsx) is maintained by Claire Dempsey and is available upon request.]
Annex C — Closing Day Contact Sheet
Annex C provides names, telephone numbers (office, mobile, and, where available, after-hours), and email addresses for all individuals identified in Section II (Key Parties and Contact Information) and Section X (Emergency Contacts and Escalation Procedures) of this Memorandum. The Contact Sheet is to be distributed to all parties and their counsel for use on the Closing Date and during the pre-closing period.
[Contact Sheet with full telephone numbers and email addresses follows.]
Annex D — DTC Participant Information
Annex D sets forth the DTC participant numbers for each Initial Purchaser, together with the allocation amounts and Global Note denominations and CUSIP/ISIN references for each Initial Purchaser's position:
The allocation between the Rule 144A Global Note and the Regulation S Global Note for each Initial Purchaser will be confirmed by Whitfield Baxter & Cohn LLP (Priya Naveen) no later than 4:00 PM ET on May 14, 2025. Sandra Mitchum of Beacon Fiduciary will coordinate DTC CUSIP/ISIN activation based on the confirmed allocation breakdown.
[DTC Participant Numbers to be inserted upon confirmation from each Initial Purchaser.]
•    
This Closing Memorandum is being provided for informational and coordination purposes only. It does not constitute legal advice and should not be relied upon as such. This Memorandum is subject to the attorney-client privilege and the work product doctrine and is intended solely for use by the parties and their counsel identified herein.
Please direct any questions regarding this Memorandum to the contacts identified below.
CALDERWOOD & HARKNESS LLP
By: ________
Jennifer Kwon, Partner
By: ________
Eric Johannsen, Associate
By: ________
Claire Dempsey, Associate
Date: May 14, 2025
PRIVILEGED AND CONFIDENTIAL / ATTORNEY WORK PRODUCT This document is protected by the attorney-client privilege and the attorney work product doctrine. It is provided solely for the use of the parties and their counsel identified herein and may not be disclosed or distributed to any other person without the prior written consent of Calderwood & Harkness LLP.
Term | Detail
Aggregate Principal Amount | $850,000,000
Issue Price | 98.50% of par
Gross Proceeds | $837,250,000
Original Issue discount | 1.50% ($12,750,000)
CUSIP (144A) | 265387 AA 5
CUSIP (Regulation S) | C2085R AA 2
ISIN (144A) | US265387AA51
ISIN (Regulation S) | USC2085RAA24
Minimum Denomination | $2,000; integral multiples of $1,000 in excess thereof
Maturity Date | May 1, 2032
Interest Payment Dates | May 1 and November 1 (semi-annually)
First Interest Payment Date | November 1, 2025
Governing Law | State of New York
Service Provider | Address | Contact | Role
Alverton & Co. LLP | 30 Rockefeller Plaza, New York, NY 10112 | Graham Stillwell | Independent Auditor
Duval Howard & Partners | 1200 Smith Street, Suite 1800, Houston, TX 77002 | Dr. Evelyn Marchetti | Petroleum Engineering Consultants
Barrisford Advisory Group LLC | 1700 K Street NW, Suite 900, Washington, DC 20006 | Nathan Reyes Linley CPAs LLP | ESG Consultant
Sandoval Compliance Solutions LLC | 1120 Connecticut Avenue NW, Suite 600, Washington, DC 20036 | Rosa Medina | Sanctions/OFAC Advisor
Source | Calculation | Amount
Ridgeline Capital Markets LLC (55% allocation) | $467,500,000 × 98.50% | $460,487,500
Clarion Securities Inc. (30% allocation) | $255,000,000 × 98.50% | $251,175,000
Pinnacle Partners LLC (15% allocation) | $127,500,000 × 98.50% | $125,587,500
Total Gross Proceeds | $850,000,000 × 98.50% | $837,250,000
Disbursement | Amount | Recipient / Account
Gross Spread — Initial Purchasers | $17,000,000 | Retained by Initial Purchasers from settlement proceeds
— Management fee (0.25%) | $2,125,000
— Underwriting fee (0.75%) | $6,375,000
— Selling concession (1.00%) | $8,500,000
Partial Repayment — Existing 7.50% Senior Unsecured Notes due 2028 | $450,000,000 | Per Payoff Letter; wire to trustee of existing 2028 Notes
Cayar Offshore Phase II Development Capital Expenditure | $250,000,000 | Dunmore Senegal S.A. development capex account
Estimated Fees and Expenses of the Offering | $5,500,000 | Various (legal, accounting, trustee, rating agency, printing, etc.)
General Corporate Purposes and Working Capital | $114,750,000 | Dunmore general operating account
Total | $837,250,000
Firm | Jurisdiction | Designated Contact
Kincaid & Moreau LLP | Cayman Islands | Nigel Ashworth
Abayomi Chambers | Nigeria | Chidinma Okafor
Cresswell & Greaves LLP | England & Wales | Fiona Halsted
Theron Moss & Associates SARL | Senegal | Moustapha Sy
Priority | Contact | Organization | Role
First | Eric Johannsen | Calderwood & Harkness LLP | Lead Associate — Closing Logistics
Second | Jennifer Kwon | Calderwood & Harkness LLP | Responsible Partner
Issuer | Alistair Forde | Dunmore Energy Holdings Ltd. | General Counsel
Initial Purchasers | Thomas Whitford | Ridgeline Capital Markets LLC | Head of Energy Capital Markets
Initial Purchasers' Counsel | Harrison Cates | Whitfield Baxter & Cohn LLP | Lead Partner
Trustee | William Kerrigan | Northgate Trust Company, N.A. | VP — Corporate Trust
Recipient | Amount | Purpose
Trustee of Existing 2028 Notes | $450,000,000 | Partial payoff of 7.50% Senior Unsecured Notes due