CONSOLIDATED RESOLUTIONS OF THE BOARDS OF DIRECTORS AND MEMBERS OF THE GUARANTOR SUBSIDIARIES OF DUNMORE ENERGY HOLDINGS LTD.
In Connection with the $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032
Adopted as of May 14, 2025 (in advance of the May 15, 2025 Closing Date)
Prepared by:
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
Matter No. 1016-00003
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
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INTRODUCTORY RECITALS
Applicable to All Guarantor Subsidiaries
A. Background. WHEREAS, Dunmore Energy Holdings Ltd. ("DEH"), an exempted company incorporated under the laws of the Cayman Islands (Cayman Registry No. MC-384726), and Dunmore upstream Finance Corp. ("DUFC"), a corporation organized under the laws of the State of Delaware (EIN 93-4728106), as co-issuers (together, the "Issuers"), propose to issue $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act");
WHEREAS, the Notes will be issued pursuant to an Indenture to be dated as of May 15, 2025 (the "Indenture") among the Issuers, the Guarantors (as defined below), and Northgate Trust Company, N.A. (EIN 13-6520098), a national banking association organized under the laws of the United States, acting as Trustee and Collateral Agent (the "Trustee" or the "Collateral Agent," as the context requires);
WHEREAS, the Notes will be offered and sold to the following initial purchasers (collectively, the "Initial Purchasers") pursuant to that certain Purchase Agreement dated as of May 12, 2025 (the "Purchase Agreement") among the Issuers, the Guarantors, and the Initial Purchasers:
(a) Ridgeline Capital Markets LLC, acting as Lead Left Bookrunner, with an aggregate allocation of $467,500,000 in principal amount of Notes;
(b) Clarion Securities Inc., acting as Joint Bookrunner, with an aggregate allocation of $255,000,000 in principal amount of Notes; and
(c) Pinnacle Partners LLC, acting as Co-Manager, with an aggregate allocation of $127,500,000 in principal amount of Notes;
WHEREAS, each of the Guarantor subsidiaries identified below (each a "Guarantor" and, collectively, the "Guarantors") is required, pursuant to the terms of the Indenture and the Purchase Agreement, to guarantee, jointly and severally with each other Guarantor, all of the Issuers' obligations under the Notes and the Indenture and to grant security interests in substantially all of its assets as collateral for such obligations;
WHEREAS, the net proceeds of the offering of the Notes will be applied by the Issuers as follows:
(i) approximately $450,000,000 to repay all of the outstanding aggregate principal amount of the Issuers' existing 7.50% Senior Unsecured Notes due 2028 (the "Existing Notes"), together with accrued and unpaid interest thereon through the redemption date and any applicable call premium;
(ii) approximately $250,000,000 to fund development capital expenditures for the Cayar Offshore Phase II development project operated by Dunmore Senegal S.A. in the Republic of Senegal;
(iii) approximately $114,750,000 for general corporate purposes and working capital requirements of the Issuers and their subsidiaries; and
(iv) approximately $22,500,000 to pay estimated offering fees, commissions, expenses, and transaction costs incurred in connection with the offering, including underwriting discounts, legal fees, accounting fees, trustee fees, rating agency fees, and printing and distribution costs;
WHEREAS, the boards of directors and members, as applicable, of each Guarantor subsidiary have been advised by management and counsel regarding the terms, conditions, and implications of the transactions contemplated herein;
B. Identification of Guarantor Subsidiaries
WHEREAS, the following entities constitute all of the Guarantor subsidiaries that are required to execute and deliver the Guarantee and related Transaction Documents in connection with the offering of the Notes:
Each of the foregoing entities is hereinafter referred to individually as a "Guarantor" and collectively as the "Guarantors."
C. Definition of Transaction Documents
WHEREAS, as used in these Consolidated Resolutions, the following terms shall have the meanings set forth below:
"Guarantee" means the guarantee of each Guarantor of the Issuers' obligations under the Notes and the Indenture, as set forth in the applicable provisions of the Indenture and as evidenced by each Guarantor's execution and delivery of the Indenture or a supplement thereto.
"Collateral Agreement (U.S.)" means the Pledge and Security Agreement to be dated as of May 15, 2025, governed by the laws of the State of New York, among each of the U.S. Guarantors (Dunmore Gulf Operations LLC, Dunmore Renewables LLC, and Dunmore Midstream Holdings Inc.) and Northgate Trust Company, N.A., as Collateral Agent, granting first-priority security interests in substantially all of the assets of each U.S. Guarantor, subject to Permitted Liens (as defined in the Indenture) and the terms of the Intercreditor Agreement (as defined below).
"Collateral Agreement (Nigeria)" means the Debenture and charge over the assets of Dunmore Nigeria E&P Ltd. to be dated as of May 15, 2025, granted in favor of Northgate Trust Company, N.A., as Collateral Agent, governed by the laws of the Federal Republic of Nigeria, creating fixed and floating charges over the assets of Dunmore Nigeria E&P Ltd., including its interests in OML 47 and OML 63.
"Collateral Agreement (England)" means the Debenture to be dated as of May 15, 2025, granted by Dunmore Trading Ltd. in favor of Northgate Trust Company, N.A., as Collateral Agent, governed by the laws of England and Wales, creating fixed and floating charges over substantially all of the assets of Dunmore Trading Ltd.
"Collateral Agreement (Senegal)" means the nantissement and cession fiduciaire over the assets of Dunmore Senegal S.A. to be dated as of May 15, 2025, granted in favor of Northgate Trust Company, N.A., as Collateral Agent, governed by the laws of the Republic of Senegal and the applicable provisions of the Organisation pour l'Harmonisation en Afrique du Droit des Affaires ("OHADA") Uniform Acts, creating security interests over the assets of Dunmore Senegal S.A., including its interests in the Cayar Offshore Block.
"Intercreditor Agreement" means the Intercreditor Agreement to be dated as of May 15, 2025, among Northgate Trust Company, N.A. (in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (in its capacity as ABL Agent under the Issuers' existing asset-based lending facility), the Issuers, and the Guarantors, delineating ABL Priority Collateral and Notes Priority Collateral and establishing the relative priorities and rights of the Notes Collateral Agent and the ABL Agent with respect to the collateral.
"Registration Rights Agreement" means the Registration Rights Agreement to be dated as of May 15, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, pursuant to which the Issuers and the Guarantors will agree to file a registration statement with the Securities and Exchange Commission to permit the exchange of the Notes for substantially identical notes registered under the Securities Act.
"Purchase Agreement" means the Purchase Agreement dated as of May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, providing for the purchase and sale of the Notes.
"First Supplemental Indenture (Form)" means the form of supplemental indenture for the joinder of future guarantors to the Indenture and the Guarantee, substantially in the form attached as an exhibit to the Indenture.
The Indenture, the Notes, the Guarantee, the Collateral Agreement (U.S.), the Collateral Agreement (Nigeria), the Collateral Agreement (England), the Collateral Agreement (Senegal), the Intercreditor Agreement, the Registration Rights Agreement, the Purchase Agreement, and the First Supplemental Indenture (Form), together with all exhibits, schedules, annexes, certificates, instruments, and ancillary documents executed and delivered in connection therewith, are collectively referred to herein as the "Transaction Documents."
PART I
RESOLUTIONS OF THE SOLE MEMBER OF DUNMORE GULF OPERATIONS LLC
Preamble. The undersigned, Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (Cayman Registry No. MC-384726), being the sole member of Dunmore Gulf Operations LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Company"), hereby adopts the following resolutions by written consent of the sole member in lieu of a meeting, effective as of May 14, 2025, pursuant to and in accordance with the provisions of the Limited Liability Company Agreement of the Company dated as of March 22, 2017, as amended (the "LLC Agreement"), and Section 18-302 of the Delaware Limited Liability Company Act (6 Del. C. Section 18-101 et seq.) (the "DLLCA").
The sole member confirms that the LLC Agreement expressly permits action by the sole member by written consent in lieu of a meeting, and that no prior notice of the action to be taken is required under the LLC Agreement or the DLLCA in connection with this written consent.
Recitals. WHEREAS, the Company holds deepwater exploration and production leases in the Green Canyon and Garden Banks areas of the Gulf of Mexico, comprising blocks GC 456, GC 457, GC 511, GC 512, GB 388, GB 389, and GB 426, and conducts exploration, development, and production operations thereon;
WHEREAS, the sole member has reviewed the terms of the proposed offering of the Notes, including the Indenture, the Guarantee, the Collateral Agreement (U.S.), the Intercreditor Agreement, the Purchase Agreement, the Registration Rights Agreement, and the other Transaction Documents, and has been advised by management and by counsel (Calderwood & Harkness LLP) regarding the terms, conditions, and implications thereof;
WHEREAS, the sole member has considered the benefits to the Company of the proposed transactions, including the strengthening of the financial position and liquidity of the Dunmore group as a whole, the refinancing of the Existing Notes at favorable terms, and the funding of additional development capital expenditures, and has determined that the Company's execution and delivery of the Guarantee, the Collateral Agreement (U.S.), the Intercreditor Agreement, and the other Transaction Documents to which it is or will be a party is in the best interests of the Company;
NOW, THEREFORE, BE IT RESOLVED, as follows:
Resolutions. 1. Approval of Guarantee. RESOLVED, that the Company is hereby authorized to guarantee the obligations of the Issuers under the Notes and the Indenture by executing and delivering the Guarantee as set forth in the Indenture, pursuant to which the Company will, jointly and severally with each other Guarantor, unconditionally guarantee the due and punctual payment of all amounts payable by the Issuers under the Notes and the Indenture, including principal, premium (if any), and interest thereon, and all other amounts due and payable by the Issuers under the Indenture, in accordance with the terms and conditions set forth therein; and the execution and delivery of the Indenture (and, if applicable, any supplement thereto) by any authorized signatory of the Company is hereby approved and authorized.
2. Approval of Collateral Agreement (U.S.). RESOLVED, that the Company is hereby authorized to execute and deliver the Collateral Agreement (U.S.) (the Pledge and Security Agreement governed by the laws of the State of New York) in favor of Northgate Trust Company, N.A., as Collateral Agent, pursuant to which the Company will grant to the Collateral Agent, for the ratable benefit of the holders of the Notes, first-priority security interests and liens on all of the following assets and property of the Company (collectively, the "Collateral"):
(a) all equity interests held by the Company in any subsidiary or affiliate;
(b) all tangible personal property and real property interests of the Company, including all equipment, fixtures, and leasehold improvements;
(c) all intangible personal property of the Company, including all general intangibles, intellectual property, contract rights, permits, and licenses;
(d) all intercompany receivables owing to the Company from any affiliate or subsidiary of DEH;
(e) all material hydrocarbon offtake contracts, production sharing agreements, and similar agreements to which the Company is a party;
(f) all insurance proceeds, condemnation awards, and similar payments received or receivable by the Company;
(g) all deposit accounts, securities accounts, and investment property of the Company; and
(h) all proceeds and products of any and all of the foregoing;
in each case, subject to Permitted Liens (as defined in the Indenture) and the terms and conditions of the Intercreditor Agreement; and the execution and delivery of the Collateral Agreement (U.S.) by any authorized signatory of the Company, in substantially the form presented to the sole member, with such changes, modifications, and amendments as the authorized signatory executing the same shall approve, such approval to be conclusively evidenced by such execution, is hereby approved and authorized.
3. Approval of Intercreditor Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Intercreditor Agreement among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors, delineating ABL Priority Collateral and Notes Priority Collateral and establishing the relative priorities and rights of the Notes Collateral Agent and the ABL Agent with respect to the Collateral, in substantially the form presented to the sole member, with such changes as the authorized signatory executing the same shall approve; and the execution and delivery of the Intercreditor Agreement by any authorized signatory of the Company is hereby approved and authorized.
4. Approval of Purchase Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Purchase Agreement, dated as of May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form previously approved by the sole member, with such changes as the authorized signatory executing the same shall approve; and the execution and delivery of the Purchase Agreement by any authorized signatory of the Company is hereby approved and authorized.
5. Approval of Registration Rights Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Registration Rights Agreement among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form presented to the sole member, with such changes as the authorized signatory executing the same shall approve; and the execution and delivery of the Registration Rights Agreement by any authorized signatory of the Company is hereby approved and authorized.
6. Approval of UCC-1 Financing Statements. RESOLVED, that the Company hereby authorizes the preparation, execution, and filing of UCC-1 financing statements (and any amendments, continuations, or termination statements related thereto) with the Secretary of State of the State of Delaware, and with any other filing office as may be required or advisable, in connection with the Collateral Agreement (U.S.) and the perfection of the security interests granted thereunder; and the Collateral Agent is hereby authorized to file such financing statements on behalf of and as agent for the Company as debtor.
7. Authorization of Authorized Signatories. RESOLVED, that each of the following persons:
(a) Marcus Ellingham, Chief Executive Officer of DEH;
(b) Deepa Rajaram, Chief Financial Officer of DEH; and
(c) Alistair Forde, General Counsel of DEH;
acting in their respective capacities as authorized representatives of the Company, is hereby authorized, empowered, and directed, each acting singly and without the need for any further action or consent, to execute and deliver on behalf of the Company any and all Transaction Documents, certificates, instruments, opinions, letters, directions, and ancillary documents as may be required or deemed necessary or advisable in connection with the transactions contemplated by these resolutions, with such changes, amendments, modifications, supplements, and additions thereto as the authorized signatory executing the same shall deem necessary, appropriate, or advisable, such approval to be conclusively evidenced by such person's execution thereof, and to take all further actions as may be necessary or desirable to carry out the intent and purposes of these resolutions.
8. Ratification. RESOLVED, that all actions heretofore taken by the officers, authorized persons, agents, and representatives of the Company in connection with the negotiation, preparation, and execution of the Transaction Documents and the consummation of the transactions contemplated hereby, including any actions taken prior to the date of these resolutions, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.
9. General Authority. RESOLVED, that the authorized signatories identified above are hereby authorized, empowered, and directed to take all such further actions, and to execute and deliver all such further documents, instruments, agreements, certificates, filings, notices, and communications, as any of them may deem necessary, appropriate, or desirable in order to fully effectuate the purposes and intent of the foregoing resolutions, and that any and all actions heretofore or hereafter taken by any such authorized signatory in furtherance of the foregoing resolutions are hereby ratified, confirmed, and approved.
Signature block. IN WITNESS WHEREOF, the undersigned, being the sole member of Dunmore Gulf Operations LLC, has executed this Written Consent of the Sole Member in Lieu of a Meeting as of the date first set forth above.
DUNMORE ENERGY HOLDINGS LTD., as sole member of Dunmore Gulf Operations LLC
By: ________
Name: Marcus Ellingham
Title: Chief Executive Officer
Date: May 14, 2025
PART II
RESOLUTIONS OF THE SOLE MEMBER OF DUNMORE RENEWABLES LLC
Preamble. The undersigned, Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (Cayman Registry No. MC-384726), being the sole member of Dunmore Renewables LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Company"), hereby adopts the following resolutions by written consent of the sole member in lieu of a meeting, effective as of May 14, 2025, pursuant to and in accordance with the provisions of the Limited Liability Company Agreement of the Company dated as of September 8, 2019, as amended (the "LLC Agreement"), and Section 18-302 of the Delaware Limited Liability Company Act (6 Del. C. Section 18-101 et seq.) (the "DLLCA").
The sole member confirms that the LLC Agreement expressly permits action by the sole member by written consent in lieu of a meeting, and that no prior notice of the action to be taken is required under the LLC Agreement or the DLLCA in connection with this written consent.
Recitals. WHEREAS, the Company owns and operates a 220 MW solar energy portfolio located in West Texas, comprising three utility-scale solar photovoltaic generating facilities, with associated power purchase agreements, interconnection agreements, and related infrastructure;
WHEREAS, the sole member has reviewed the terms of the proposed offering of the Notes, including the Indenture, the Guarantee, the Collateral Agreement (U.S.), the Intercreditor Agreement, the Purchase Agreement, the Registration Rights Agreement, and the other Transaction Documents, and has been advised by management and by counsel (Calderwood & Harkness LLP) regarding the terms, conditions, and implications thereof;
WHEREAS, the sole member has considered the benefits to the Company of the proposed transactions, including the strengthening of the financial position and liquidity of the Dunmore group as a whole, the refinancing of the Existing Notes at favorable terms, and the availability of working capital for group operations, and has determined that the Company's execution and delivery of the Guarantee, the Collateral Agreement (U.S.), the Intercreditor Agreement, and the other Transaction Documents to which it is or will be a party is in the best interests of the Company;
NOW, THEREFORE, BE IT RESOLVED, as follows:
Resolutions. 1. Approval of Guarantee. RESOLVED, that the Company is hereby authorized to guarantee the obligations of the Issuers under the Notes and the Indenture by executing and delivering the Guarantee as set forth in the Indenture, pursuant to which the Company will, jointly and severally with each other Guarantor, unconditionally guarantee the due and punctual payment of all amounts payable by the Issuers under the Notes and the Indenture, including principal, premium (if any), and interest thereon, and all other amounts due and payable by the Issuers under the Indenture, in accordance with the terms and conditions set forth therein; and the execution and delivery of the Indenture (and, if applicable, any supplement thereto) by any authorized signatory of the Company is hereby approved and authorized.
2. Approval of Collateral Agreement (U.S.). RESOLVED, that the Company is hereby authorized to execute and deliver the Collateral Agreement (U.S.) (the Pledge and Security Agreement governed by the laws of the State of New York) in favor of Northgate Trust Company, N.A., as Collateral Agent, pursuant to which the Company will grant to the Collateral Agent, for the ratable benefit of the holders of the Notes, first-priority security interests and liens on substantially all of the assets and property of the Company, including but not limited to all equity interests, tangible and intangible personal property, real property interests, intercompany receivables, material contracts (including power purchase agreements and interconnection agreements), deposit accounts, securities accounts, investment property, insurance proceeds, and all proceeds and products thereof; in each case, subject to Permitted Liens (as defined in the Indenture) and the terms and conditions of the Intercreditor Agreement; and the execution and delivery of the Collateral Agreement (U.S.) by any authorized signatory of the Company, in substantially the form presented to the sole member, with such changes, modifications, and amendments as the authorized signatory executing the same shall approve, such approval to be conclusively evidenced by such execution, is hereby approved and authorized.
3. Approval of Intercreditor Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Intercreditor Agreement among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors, delineating ABL Priority Collateral and Notes Priority Collateral and establishing the relative priorities and rights of the Notes Collateral Agent and the ABL Agent with respect to the collateral, in substantially the form presented to the sole member, with such changes as the authorized signatory executing the same shall approve; and the execution and delivery of the Intercreditor Agreement by any authorized signatory of the Company is hereby approved and authorized.
4. Approval of Purchase Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Purchase Agreement, dated as of May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form previously approved by the sole member, with such changes as the authorized signatory executing the same shall approve; and the execution and delivery of the Purchase Agreement by any authorized signatory of the Company is hereby approved and authorized.
5. Approval of Registration Rights Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Registration Rights Agreement among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form presented to the sole member, with such changes as the authorized signatory executing the same shall approve; and the execution and delivery of the Registration Rights Agreement by any authorized signatory of the Company is hereby approved and authorized.
6. Approval of UCC-1 Financing Statements. RESOLVED, that the Company hereby authorizes the preparation, execution, and filing of UCC-1 financing statements (and any amendments, continuations, or termination statements related thereto) with the Secretary of State of the State of Delaware, and with any other filing office as may be required or advisable, in connection with the Collateral Agreement (U.S.) and the perfection of the security interests granted thereunder; and the Collateral Agent is hereby authorized to file such financing statements on behalf of and as agent for the Company as debtor.
7. Authorization of Authorized Signatories. RESOLVED, that each of the following persons:
(a) Marcus Ellingham, Chief Executive Officer of DEH;
(b) Deepa Rajaram, Chief Financial Officer of DEH; and
(c) Alistair Forde, General Counsel of DEH;
acting in their respective capacities as authorized representatives of the Company, is hereby authorized, empowered, and directed, each acting singly and without the need for any further action or consent, to execute and deliver on behalf of the Company any and all Transaction Documents, certificates, instruments, opinions, letters, directions, and ancillary documents as may be required or deemed necessary or advisable in connection with the transactions contemplated by these resolutions, with such changes, amendments, modifications, supplements, and additions thereto as the authorized signatory executing the same shall deem necessary, appropriate, or advisable, such approval to be conclusively evidenced by such person's execution thereof, and to take all further actions as may be necessary or desirable to carry out the intent and purposes of these resolutions.
8. Ratification. RESOLVED, that all actions heretofore taken by the officers, authorized persons, agents, and representatives of the Company in connection with the negotiation, preparation, and execution of the Transaction Documents and the consummation of the transactions contemplated hereby, including any actions taken prior to the date of these resolutions, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.
9. General Authority. RESOLVED, that the authorized signatories identified above are hereby authorized, empowered, and directed to take all such further actions, and to execute and deliver all such further documents, instruments, agreements, certificates, filings, notices, and communications, as any of them may deem necessary, appropriate, or desirable in order to fully effectuate the purposes and intent of the foregoing resolutions, and that any and all actions heretofore or hereafter taken by any such authorized signatory in furtherance of the foregoing resolutions are hereby ratified, confirmed, and approved.
Signature block. IN WITNESS WHEREOF, the undersigned, being the sole member of Dunmore Renewables LLC, has executed this Written Consent of the Sole Member in Lieu of a Meeting as of the date first set forth above.
DUNMORE ENERGY HOLDINGS LTD., as sole member of Dunmore Renewables LLC
By: ________
Name: Marcus Ellingham
Title: Chief Executive Officer
Date: May 14, 2025
PART III
RESOLUTIONS OF THE BOARD OF DIRECTORS OF DUNMORE MIDSTREAM HOLDINGS INC.
Preamble. The undersigned, being all of the members of the Board of Directors (the "Board") of Dunmore Midstream Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby adopt the following resolutions by unanimous written consent in lieu of a meeting, effective as of May 14, 2025, pursuant to and in accordance with the provisions of Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and Article III, Section 12 of the Amended and Restated Bylaws of the Corporation (the "Bylaws").
The undersigned directors confirm that the Certificate of Incorporation and the Bylaws of the Corporation expressly permit action by unanimous written consent of the Board of Directors in lieu of a meeting, and that no prior notice of the action to be taken is required under the Certificate of Incorporation, the Bylaws, or the DGCL in connection with this unanimous written consent.
Recitals. WHEREAS, the Corporation is a wholly-owned subsidiary of DEH and owns and operates pipeline and midstream processing infrastructure, including gathering systems, compression facilities, natural gas processing plants, and related transportation and storage assets, which support the upstream exploration and production operations of the Dunmore group;
WHEREAS, the Board has reviewed the terms of the proposed offering of $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 by the Issuers, including the Indenture, the Guarantee, the Collateral Agreement (U.S.), the Intercreditor Agreement, the Purchase Agreement, the Registration Rights Agreement, and the other Transaction Documents, and has been advised by management and by counsel (Calderwood & Harkness LLP) regarding the terms, conditions, benefits, risks, and implications thereof;
WHEREAS, the Board has considered the benefits to the Corporation and to its sole stockholder, DEH, of the proposed transactions, including the refinancing of the Existing Notes, the funding of additional development capital expenditures, and the improvement of the overall financial position and liquidity of the Dunmore group, and the Board has determined that the Corporation's execution and delivery of the Guarantee, the Collateral Agreement (U.S.), the Intercreditor Agreement, and the other Transaction Documents to which it is or will be a party is in the best interests of the Corporation and its sole stockholder;
NOW, THEREFORE, BE IT RESOLVED, as follows:
Resolutions. 1. Approval of Guarantee. RESOLVED, that the Corporation is hereby authorized to guarantee the obligations of the Issuers under the Notes and the Indenture by executing and delivering the Guarantee as set forth in the Indenture, pursuant to which the Corporation will, jointly and severally with each other Guarantor, unconditionally guarantee the due and punctual payment of all amounts payable by the Issuers under the Notes and the Indenture, including principal, premium (if any), and interest thereon, and all other amounts due and payable by the Issuers under the Indenture, in accordance with the terms and conditions set forth therein; and the execution and delivery of the Indenture (and, if applicable, any supplement thereto) by any authorized officer of the Corporation is hereby approved and authorized.
2. Approval of Collateral Agreement (U.S.). RESOLVED, that the Corporation is hereby authorized to execute and deliver the Collateral Agreement (U.S.) (the Pledge and Security Agreement governed by the laws of the State of New York) in favor of Northgate Trust Company, N.A., as Collateral Agent, pursuant to which the Corporation will grant to the Collateral Agent, for the ratable benefit of the holders of the Notes, first-priority security interests and liens on substantially all of the assets and property of the Corporation, including but not limited to all equity interests, tangible and intangible personal property, real property interests, pipeline rights-of-way, easements, intercompany receivables, material transportation and service contracts, deposit accounts, securities accounts, investment property, insurance proceeds, and all proceeds and products thereof; in each case, subject to Permitted Liens (as defined in the Indenture) and the terms and conditions of the Intercreditor Agreement; and the execution and delivery of the Collateral Agreement (U.S.) by any authorized officer of the Corporation, in substantially the form presented to the Board, with such changes, modifications, and amendments as the authorized officer executing the same shall approve, such approval to be conclusively evidenced by such execution, is hereby approved and authorized.
3. Approval of Intercreditor Agreement. RESOLVED, that the Corporation is hereby authorized to execute and deliver the Intercreditor Agreement among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors, delineating ABL Priority Collateral and Notes Priority Collateral, in substantially the form presented to the Board, with such changes as the authorized officer executing the same shall approve; and the execution and delivery of the Intercreditor Agreement by any authorized officer of the Corporation is hereby approved and authorized.
4. Approval of Purchase Agreement. RESOLVED, that the Corporation is hereby authorized to execute and deliver the Purchase Agreement, dated as of May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form previously reviewed by the Board, with such changes as the authorized officer executing the same shall approve; and the execution and delivery of the Purchase Agreement by any authorized officer of the Corporation is hereby approved and authorized.
5. Approval of Registration Rights Agreement. RESOLVED, that the Corporation is hereby authorized to execute and deliver the Registration Rights Agreement among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form presented to the Board, with such changes as the authorized officer executing the same shall approve; and the execution and delivery of the Registration Rights Agreement by any authorized officer of the Corporation is hereby approved and authorized.
6. Approval of UCC-1 Financing Statements. RESOLVED, that the Corporation hereby authorizes the preparation, execution, and filing of UCC-1 financing statements (and any amendments, continuations, or termination statements related thereto) with the Secretary of State of the State of Delaware, and with any other filing office as may be required or advisable, in connection with the Collateral Agreement (U.S.) and the perfection of the security interests granted thereunder; and the Collateral Agent is hereby authorized to file such financing statements on behalf of and as agent for the Corporation as debtor.
7. Authorization of Officers. RESOLVED, that each of the following persons:
(a) Marcus Ellingham, Chief Executive Officer of DEH;
(b) Deepa Rajaram, Chief Financial Officer of DEH; and
(c) Alistair Forde, General Counsel of DEH;
each acting singly and without the need for any further action, consent, or approval of the Board, is hereby authorized, empowered, and directed to execute and deliver on behalf of the Corporation any and all Transaction Documents, certificates, instruments, opinions, letters, directions, officer's certificates, secretary's certificates, and ancillary documents as may be required or deemed necessary or advisable in connection with the transactions contemplated by these resolutions, with such changes, amendments, modifications, supplements, and additions thereto as the authorized officer executing the same shall deem necessary, appropriate, or advisable, such approval to be conclusively evidenced by such officer's execution thereof, and to take all further actions as may be necessary or desirable to carry out the intent and purposes of these resolutions.
8. Ratification. RESOLVED, that all actions heretofore taken by the officers, directors, authorized persons, agents, and representatives of the Corporation in connection with the negotiation, preparation, and execution of the Transaction Documents and the consummation of the transactions contemplated hereby, including any actions taken prior to the date of these resolutions, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Corporation.
9. General Authority. RESOLVED, that the authorized officers identified above are hereby authorized, empowered, and directed to take all such further actions, and to execute and deliver all such further documents, instruments, agreements, certificates, filings, notices, and communications, as any of them may deem necessary, appropriate, or desirable in order to fully effectuate the purposes and intent of the foregoing resolutions, and that any and all actions heretofore or hereafter taken by any such authorized officer in furtherance of the foregoing resolutions are hereby ratified, confirmed, and approved.
Signature block. IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Dunmore Midstream Holdings Inc., have executed this Unanimous Written Consent of the Board of Directors in Lieu of a Meeting as of the date first set forth above.
________________________________________
Marcus Ellingham, Director
________________________________________
Deepa Rajaram, Director
________________________________________
Alistair Forde, Director
Date: May 14, 2025
PART IV
RESOLUTIONS OF THE BOARD OF DIRECTORS OF DUNMORE NIGERIA E&P LTD.
Preamble. The following resolutions were adopted by the Board of Directors (the "Board") of Dunmore Nigeria E&P Ltd., a limited company incorporated under the laws of the Federal Republic of Nigeria and registered with the Corporate Affairs Commission (the "Company"), at a duly convened meeting of the Board held on May 14, 2025 (the "Meeting"), at which a quorum of directors was present in person or by means of telephonic or electronic communication in accordance with the Articles of Association of the Company (the "Articles") and the applicable provisions of the Companies and Allied Matters Act, 2020 of the Federal Republic of Nigeria (the "CAMA").
Due and proper notice of the Meeting was given to all directors in accordance with the Articles and the CAMA. The chairman of the Board presided over the Meeting, and the company secretary was present and recorded the minutes.
The Board confirms that these resolutions are duly adopted in accordance with the requirements of the Articles, the CAMA, and all applicable Nigerian law.
Recitals. WHEREAS, the Company is the operator of Oil Mining Leases OML 47 and OML 63 in the Niger Delta, Federal Republic of Nigeria, and conducts exploration, development, and production operations on such leases;
WHEREAS, proved reserves attributable to the Company's interests in OML 47 are estimated at 142.6 million barrels of oil equivalent ("MMboe"), with an estimated present value (Discounted at 10%, or "PV-10") of approximately $2,840 million, and proved reserves attributable to OML 63 are estimated at 87.3 MMboe, with a PV-10 of approximately $1,620 million, in each case as reported by the Company's independent petroleum engineers, Duval Howard & Partners, in their reserves report dated as of December 31, 2024;
WHEREAS, the Company is a wholly-owned subsidiary of DEH;
WHEREAS, the Nigerian National Petroleum Company ("NNPC") holds back-in rights in respect of OML 47 and OML 63 under the applicable production sharing contracts and petroleum legislation, and the Company's operations are subject to the regulatory oversight of the Nigerian upstream Petroleum Regulatory Commission (formerly the Department of Petroleum Resources, "DPR");
WHEREAS, the Board has reviewed the terms of the proposed offering by the Issuers of $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032, including the requirement that the Company execute and deliver a Guarantee of the Issuers' obligations under the Notes and the Indenture and a Collateral Agreement (Nigeria) in the form of a debenture and charge over the Company's assets, including its interests in OML 47 and OML 63, in favor of Northgate Trust Company, N.A., as Collateral Agent;
WHEREAS, Nigerian counsel, Abayomi Chambers (Chidinma Okafor, Lead Partner, 14 Broad Street, Victoria Island, Lagos), has advised the Board on the requirements of Nigerian law for the granting of security over the Company's assets, including compliance with the CAMA, the Petroleum Industry Act 2021, and the regulations of the Nigerian upstream Petroleum Regulatory Commission, and has confirmed that the Company has the requisite corporate authority and capacity to enter into the Guarantee and the Collateral Agreement (Nigeria), subject to the obtaining of any required regulatory approvals and consents;
WHEREAS, Calderwood & Harkness LLP has served as New York counsel to the Guarantors in connection with the proposed transactions;
WHEREAS, the Board has considered the benefits to the Company and to its sole shareholder, DEH, of the proposed transactions, including the refinancing of the Existing Notes, the funding of additional development capital expenditures (including the Cayar Offshore Phase II development), and the improvement of the overall financial position and liquidity of the Dunmore group, and the Board has determined that the Company's execution and delivery of the Guarantee, the Collateral Agreement (Nigeria), the Intercreditor Agreement, and the other Transaction Documents to which it is or will be a party is in the best interests of the Company;
NOW, THEREFORE, BE IT RESOLVED, as follows:
Resolutions. 1. Approval of Guarantee. RESOLVED, that the Company is hereby authorized to guarantee the obligations of the Issuers under the Notes and the Indenture by executing and delivering the Guarantee as set forth in the Indenture, pursuant to which the Company will, jointly and severally with each other Guarantor, unconditionally guarantee the due and punctual payment of all amounts payable by the Issuers under the Notes and the Indenture, including principal, premium (if any), and interest thereon, and all other amounts due and payable by the Issuers under the Indenture, in accordance with the terms and conditions set forth therein; and the execution and delivery of the Indenture (and, if applicable, any supplement thereto) by any authorized officer or director of the Company is hereby approved and authorized.
2. Approval of Collateral Agreement (Nigeria). RESOLVED, that the Company is hereby authorized to execute and deliver the Collateral Agreement (Nigeria) in the form of a debenture and charge over the assets of the Company (including, without limitation, the Company's interests in OML 47 and OML 63, its rights under the applicable production sharing contracts, all tangible and intangible assets, receivables, bank accounts, equipment, inventory, and all proceeds and products thereof) in favor of Northgate Trust Company, N.A., as Collateral Agent, for the ratable benefit of the holders of the Notes, creating fixed and floating charges over such assets, subject to Permitted Liens (as defined in the Indenture) and the terms and conditions of the Intercreditor Agreement; provided, that such debenture shall be prepared in coordination with Abayomi Chambers as Nigerian counsel and shall be governed by the laws of the Federal Republic of Nigeria; and the execution and delivery of the Collateral Agreement (Nigeria) by any authorized officer or director of the Company, in substantially the form presented to the Board or as may be finalized by Nigerian counsel, is hereby approved and authorized.
3. Regulatory Compliance. RESOLVED, that the officers and directors of the Company are hereby authorized, empowered, and directed to obtain any and all regulatory approvals, consents, waivers, notifications, and filings required under Nigerian law in connection with the execution and delivery of the Guarantee, the Collateral Agreement (Nigeria), and the other Transaction Documents, including but not limited to:
(a) any approvals or consents from the Nigerian upstream Petroleum Regulatory Commission (formerly the Department of Petroleum Resources) relating to the grant of security over the Company's oil mining lease interests;
(b) any approvals or consents from the Nigerian National Petroleum Company ("NNPC") relating to the Company's interests in OML 47 and OML 63, to the extent required under the applicable production sharing contracts or petroleum legislation;
(c) any registration or filing requirements with the Corporate Affairs Commission in respect of the debenture or charge;
(d) any approvals or consents of the Federal Ministry of Finance, the Central Bank of Nigeria, or any other governmental authority as may be required; and
(e) any other approvals, consents, or filings as Nigerian counsel may advise are necessary or advisable;
and the officers and directors are further authorized to execute and deliver any and all documents, certificates, and instruments in connection with such regulatory approvals and filings.
4. Approval of Intercreditor Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Intercreditor Agreement among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors, in substantially the form presented to the Board, with such changes as the authorized officer or director executing the same shall approve; and the execution and delivery of the Intercreditor Agreement by any authorized officer or director of the Company is hereby approved and authorized.
5. Approval of Purchase Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Purchase Agreement, dated as of May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form previously reviewed by the Board, with such changes as the authorized officer or director executing the same shall approve; and the execution and delivery of the Purchase Agreement by any authorized officer or director of the Company is hereby approved and authorized.
6. Approval of Registration Rights Agreement. RESOLVED, that the Company is hereby authorized to execute and deliver the Registration Rights Agreement among the Issuers, the Guarantors, and the Initial Purchasers, in substantially the form presented to the Board, with such changes as the authorized officer or director executing the same shall approve; and the execution and delivery of the Registration Rights Agreement by any authorized officer or director of the Company is hereby approved and authorized.
7. Authorization of Officers. RESOLVED, that each of the following persons:
(a) Marcus Ellingham, Chief Executive Officer of DEH;
(b) Deepa Rajaram, Chief Financial Officer of DEH;
(c) Alistair Forde, General Counsel of DEH; and
(d) such other officers or directors of the Company as may from time to time be designated by the Board;
each acting singly and without the need for any further action, consent, or approval of the Board, is hereby authorized, empowered, and directed to execute and deliver on behalf of the Company any and all Transaction Documents, certificates, instruments, opinions, letters, directions, officer's certificates, secretary's certificates, regulatory filings, and ancillary documents as may be required or deemed necessary or advisable in connection with the transactions contemplated by these resolutions, with such changes, amendments, modifications, supplements, and additions thereto as the authorized person executing the same shall deem necessary, appropriate, or advisable, such approval to be conclusively evidenced by such person's execution thereof, and to take all further actions as may be necessary or desirable to carry out the intent and purposes of these resolutions.
8. Engagement of Counsel. RESOLVED, that the engagement of Abayomi Chambers (Chidinma Okafor, Lead Partner, 14 Broad Street, Victoria Island, Lagos) as Nigerian counsel to the Company in connection with the transactions contemplated by these resolutions is hereby confirmed and ratified, and that the engagement of Calderwood & Harkness LLP (425 Lexington Avenue, New York, NY 10017) as New York counsel to the Guarantors in connection with such transactions is likewise confirmed and ratified.
9. Ratification. RESOLVED, that all actions heretofore taken by the officers, directors, authorized persons, agents, and representatives of the Company in connection with the negotiation, preparation, and execution of the Transaction Documents and the consummation of the transactions contemplated hereby, including any actions taken prior to the date of these resolutions, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.
10. General Authority. RESOLVED, that the authorized persons identified above are hereby authorized, empowered, and directed to take all such further actions, and to execute and deliver all such further documents, instruments, agreements, certificates, filings, notices, and communications, as any of them may deem necessary, appropriate, or desirable in order to fully effectuate the purposes and intent of the foregoing resolutions, including any filings, registrations, and notifications required under Nigerian law, and that any and all actions heretofore or hereafter taken by any such authorized person in furtherance of the foregoing resolutions are hereby ratified, confirmed, and approved.
Certification. I, the undersigned, being the Company Secretary (or authorized director) of Dunmore Nigeria E&P Ltd., hereby certify that the foregoing resolutions were duly adopted by the Board of Directors of the Company at a meeting duly convened and held on May 14, 2025, at which a quorum of directors was present throughout, that due and proper notice of the meeting was given to all directors in accordance with the Articles of Association of the Company and the CAMA, and that the foregoing resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof.
________________________________________
Name: ________
Title: Company Secretary / Authorized Director
Dunmore Nigeria E&P Ltd.
Date: May 14, 2025
Directors Present and Consenting:
________________________________________
Marcus Ellingham, Director
________________________________________
Deepa Rajaram, Director
________________________________________
Alistair Forde, Director
Date: May 14, 2025
PART V
RESOLUTIONS OF THE BOARD OF DIRECTORS OF DUNMORE SENEGAL S.A.
Preamble. The following resolutions were adopted by the Board of Directors (Conseil d'Administration) (the "Board") of Dunmore Senegal S.A., a société anonyme organized and existing under the laws of the Republic of Senegal (the "Company"), at a duly convened meeting of the Board held on May 14, 2025 (the "Meeting"), at which a quorum of directors (administrateurs) was present in person or by means of telephonic or electronic communication, in accordance with the statuts (articles of association) of the Company (the "Statuts") and the applicable provisions of the Organisation pour l'Harmonisation en Afrique du Droit des Affaires ("OHADA") Uniform Act Relating to Commercial Companies and Economic Interest Groups (the "OHADA Uniform Act") and Senegalese corporate law.
Due and proper notice of the Meeting (convocation) was given to all directors in accordance with the Statuts and the OHADA Uniform Act. The Président du Conseil d'Administration presided over the Meeting, and the secretary of the Board recorded the procès-verbal.
The Board confirms that these resolutions are duly adopted in accordance with the requirements of the Statuts, the OHADA Uniform Act, and all applicable Senegalese law.
Recitals. WHEREAS, the Company is the operator of the Cayar Offshore Block in the territorial waters and exclusive economic zone of the Republic of Senegal, pursuant to a Production Sharing Contract (the "PSC") entered into with the Republic of Senegal, acting through the Ministère de l'Énergie (the "Ministry of Energy");
WHEREAS, proved reserves attributable to the Company's interests in the Cayar Offshore Block are estimated at 64.1 million barrels of oil equivalent ("MMboe"), with an estimated present value (Discounted at 10%, or "PV-10") of approximately $1,190 million, as reported by the Company's independent petroleum engineers, Duval Howard & Partners, in their reserves report dated as of December 31, 2024;
WHEREAS, $250,000,000 of the net proceeds of the proposed offering of the Notes are designated for Cayar Offshore Phase II development capital expenditures, which will directly benefit the Company's operations and development program;
WHEREAS, the Company is a wholly-owned subsidiary of DEH;
WHEREAS, the Board has reviewed the terms of the proposed offering by the Issuers of $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032, including the Indenture, the Guarantee, the requirement that the Company execute and deliver a Collateral Agreement (Senegal) in the form of a nantissement and cession fiduciaire over the Company's assets (including its interests in the Cayar Offshore Block), the Intercreditor Agreement, the Purchase Agreement, the Registration Rights Agreement, and the other Transaction Documents;
WHEREAS, Senegalese counsel, Theron Moss & Associates SARL (Moustapha Sy, Lead Partner, Rue Moussé Diop 22, Plateau, Dakar), has advised the Board on the requirements of Senegalese law, including compliance with the PSC, the applicable provisions of the Petroleum Code of Senegal, the OHADA Uniform Act on Securities (Acte Uniforme portant Organisation des Sûretés), and the regulatory requirements of the Ministry of Energy, and has confirmed that the Company has the requisite corporate authority and capacity to enter into the Guarantee and the Collateral Agreement (Senegal), subject to the obtaining of any required regulatory approvals and consents under the PSC and applicable Senegalese law;
WHEREAS, Calderwood & Harkness LLP has served as New York counsel to the Guarantors in connection with the proposed transactions;
WHEREAS, the Board has considered the benefits to the Company and to its sole shareholder, DEH, of the proposed transactions, including the direct benefit to the Company of the allocation of $250,000,000 of the Notes proceeds to the Cayar Offshore Phase II development, the refinancing of the Existing Notes, and the improvement of the overall financial position and liquidity of the Dunmore group, and the Board has determined that the Company's execution and delivery of the Guarantee, the Collateral Agreement (Senegal), the Intercreditor Agreement, and the other Transaction Documents to which it is or will be a party is in the best interests of the Company and its shareholders;
NOW, THEREFORE, BE IT RESOLVED, as follows:
Resolutions. 1. Approval of Guarantee. RESOLVED, that the Company is hereby authorized to guarantee the obligations of the Issuers under the Notes and the Indenture by executing and delivering the Guarantee as set forth in the Indenture, pursuant to which the Company will, jointly and severally with each other Guarantor, unconditionally guarantee the due and punctual payment of all amounts payable by the Issuers under the Notes and the Indenture, including principal, premium (if any), and interest thereon, and all other amounts due and payable by the Issuers under the Indenture, in accordance with the terms and conditions set forth therein; and the execution and delivery of the Indenture (and, if applicable, any supplement thereto) by any authorized officer or director of the Company is hereby approved and authorized.
2. Approval of Collateral Agreement (Senegal). RESOLVED, that the Company is hereby authorized to execute and deliver the Collateral Agreement (Senegal) in the form of a nantissement and cession fiduciaire over the assets of the Company (including, without limitation, the Company's interests in the Cayar Offshore Block, its rights under the PSC, all tangible and intangible assets, receivables, bank accounts, equipment, inventory, insurance proceeds, and all proceeds and products thereof) in favor of Northgate Trust Company, N.A., as Collateral Agent, for the ratable benefit of the holders of the Notes, governed by the laws of the Republic of Senegal and the applicable provisions of the OHADA Uniform Acts, prepared in coordination with Theron Moss & Associates SARL as Senegalese counsel, subject to Permitted Liens (as defined in the Indenture) and the terms and conditions of the Intercreditor Agreement; and the execution and delivery of the Collateral Agreement (Senegal) by any authorized officer or director of the Company, in substantially the form presented to the Board or as may be finalized by Senegalese counsel, is hereby approved and authorized.
3. PSC and Regulatory Compliance. RESOLVED, that the officers and directors of the Company are hereby authorized, empowered, and directed to obtain all consents, approvals, waivers, notifications, and filings required under the PSC for the Cayar Offshore Block and from the Senegalese Ministère de l'Énergie in connection with the grant of security over the Company's interests in the Cayar Offshore Block, including but not limited to:
(a) any consents or approvals from the Ministry of Energy required under the PSC or the Petroleum Code of Senegal in connection with the assignment, pledge, or encumbrance of the Company's rights and interests under the PSC;
(b) any notifications to or approvals from the national oil company of the Republic of Senegal, PETROSEN, to the extent required under the PSC or applicable law;
(c) any registration or filing requirements with the applicable Senegalese commercial registries (registre du commerce et du crédit mobilier) in respect of the nantissement or cession fiduciaire;
(d) any approvals or consents of the Ministère des Finances et du Budget or any other governmental authority as may be required under Senegalese law; and