1016-00003 · Client 1016 · Corporate Authorization

officers-certificate-form.docx DOCUMENT Capital Markets

15 / 79 ← → ✕

OFFICERS' CERTIFICATE

Pursuant to Section 6(e) of the Purchase Agreement

Delivered in connection with the offering of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032

[FORM — TO BE COMPLETED AND EXECUTED AT CLOSING]

OFFICERS' CERTIFICATE

This Officers' Certificate (this "Certificate") is delivered as of May 15, 2025 (the "Closing Date") by the undersigned, Marcus Ellingham, Chief Executive Officer of Dunmore Energy Holdings Ltd., and Deepa Rajaram, Chief Financial Officer of Dunmore Energy Holdings Ltd., each being duly authorized to execute and deliver this Certificate on behalf of (i) Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the "Company" or the "Issuer"), and (ii) Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware (the "Co-Issuer," and together with the Issuer, the "Issuers").

This Certificate is delivered pursuant to Section 6(e) of that certain Purchase Agreement, dated as of May 12, 2025 (the "Purchase Agreement"), by and among (i) the Issuers, (ii) each of the subsidiary guarantors listed on Schedule A hereto (collectively, the "Guarantors"), and (iii) Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC (collectively, the "Initial Purchasers"), as a condition precedent to the obligations of the Initial Purchasers to consummate the purchase of $850,000,000 aggregate principal amount of the Issuers' 9.375% Senior Secured Notes due 2032 (the "Notes") on the Closing Date.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement or, where applicable, in the Indenture, dated as of May 15, 2025 (the "Indenture"), by and among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent (in such capacity, the "Trustee" or "Collateral Agent," as applicable).

Each of the undersigned hereby certifies, in his or her capacity as an officer of the Company and not in any individual capacity, and without personal liability, as follows:

Section 1. Certification of Representations and Warranties

1.1 Each of the representations and warranties of the Issuers and the Guarantors set forth in Section 3 of the Purchase Agreement is true and correct in all material respects as of the date of the Purchase Agreement and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date; provided, however, that in the case of any representation or warranty qualified by materiality, "Material Adverse Change," or "Material Adverse Effect," such representation or warranty is true and correct in all respects as of the date of the Purchase Agreement and as of the Closing Date; and provided, further, that to the extent any such representation or warranty is expressly made as of a specified date, such representation or warranty is true and correct in all material respects (or, if qualified by materiality, Material Adverse Change, or Material Adverse Effect, in all respects) as of such specified date.

1.2 Without limiting the generality of Section 1.1 above, each of the undersigned hereby certifies that each of the following representations and warranties is true and correct as of the Closing Date:

(a) Due Organization, Valid Existence, and Good Standing. Each Issuer and each Guarantor has been duly organized, is validly existing, and (where the concept is legally recognized) is in good standing under the laws of its respective jurisdiction of incorporation or formation, and has all requisite corporate, limited liability company, or other organizational power and authority to own, lease, and operate its properties and to conduct its business as described in the Final Offering Memorandum, as follows:

(i) Dunmore Energy Holdings Ltd. — an exempted company incorporated under the laws of the Cayman Islands, validly existing and in good standing under the Companies Act (As Revised) of the Cayman Islands;

(ii) Dunmore upstream Finance Corp. — a corporation incorporated under the laws of the State of Delaware, validly existing and in good standing under the General Corporation Law of the State of Delaware;

(iii) Dunmore Gulf Operations LLC — a limited liability company organized under the laws of the State of Delaware, validly existing and in good standing under the Delaware Limited Liability Company Act;

(iv) Dunmore Renewables LLC — a limited liability company organized under the laws of the State of Delaware, validly existing and in good standing under the Delaware Limited Liability Company Act;

(v) Dunmore Midstream Holdings Inc. — a corporation incorporated under the laws of the State of Delaware, validly existing and in good standing under the General Corporation Law of the State of Delaware;

(vi) 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 of Nigeria;

(vii) Dunmore Senegal S.A. — a société anonyme organized under the laws of the Republic of Senegal; and

(viii) Dunmore Trading Ltd. — a private limited company incorporated under the laws of England and Wales and registered with Companies House.

(b) Corporate Power and Authority. Each Issuer and each Guarantor has the requisite corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under the Purchase Agreement, the Indenture, the Notes, the Guarantees, each of the Security Documents to which it is a party, the Registration Rights Agreement, and all ancillary transaction documents to which it is a party (collectively, the "Transaction Documents").

(c) Due Authorization. The execution, delivery, and performance by each Issuer and each Guarantor of each Transaction Document to which it is a party has been duly authorized by all requisite corporate, limited liability company, or other organizational action on the part of such Issuer or Guarantor, and no other proceedings or approvals on the part of any Issuer or Guarantor are necessary for the authorization, execution, delivery, or performance of such Transaction Documents.

(d) Valid Issuance; Binding Nature. The Notes have been duly and validly authorized and, upon issuance and delivery thereof against payment therefor in accordance with the Purchase Agreement, will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar laws affecting creditors' rights generally and to general principles of equity. The Guarantees have been duly and validly authorized and, upon execution and delivery thereof, will constitute valid and binding obligations of the respective Guarantors, enforceable against each such Guarantor in accordance with their terms, subject to the same qualifications.

(e) Accuracy and Completeness of the Final Offering Memorandum. The information contained in the Final Offering Memorandum, dated May 14, 2025 (the "Final Offering Memorandum"), is accurate and complete in all material respects as of its date and as of the Closing Date, and the representations and warranties of the Issuers and the Guarantors concerning the accuracy and completeness of the Final Offering Memorandum set forth in the Purchase Agreement are true and correct as of the Closing Date.

(f) Sanctions, Anti-Money Laundering, and Anti-Corruption. Each Issuer and each Guarantor is in compliance with all applicable sanctions laws and regulations administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, and His Majesty's Treasury of the United Kingdom, as well as all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act, as amended by the USA PATRIOT Act, and all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act 2010.

(g) Securities Act Exemption. No registration of the Notes under the Securities Act of 1933, as amended (the "Securities Act"), is required for the offer and sale of the Notes as contemplated by the Purchase Agreement, in reliance upon the exemptions afforded by Rule 144A under the Securities Act and Regulation S under the Securities Act. The Issuers and the Guarantors have not engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offering of the Notes, and no directed selling efforts (within the meaning of Regulation S under the Securities Act) have been made by the Issuers, the Guarantors, or any person acting on their behalf with respect to the Notes.

Section 2. Certification of Compliance with Covenants

2.1 The Issuers and each of the Guarantors have complied in all material respects with all of their respective covenants, agreements, and obligations under the Purchase Agreement that are required to be performed or complied with on or prior to the Closing Date.

2.2 Without limiting the generality of Section 2.1 above, the Issuers confirm compliance with the following specific covenants and obligations:

(a) Delivery of Final Offering Memorandum. The Issuers have caused to be delivered to the Initial Purchasers copies of the Final Offering Memorandum, dated May 14, 2025, in the quantities and within the time periods specified in the Purchase Agreement, including delivery of such copies in electronic format.

(b) Execution and Delivery of Transaction Documents. The Issuers and the Guarantors have duly executed and delivered each of the following Transaction Documents:

(i) the Indenture, dated as of May 15, 2025, by and among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent;

(ii) the Notes, in the aggregate principal amount of $850,000,000, authenticated by the Trustee in accordance with the Indenture;

(iii) the Security Documents, including without limitation:

(A) the U.S. Collateral Agreement, dated as of May 15, 2025, by and among the Issuers, the U.S.-organized Guarantors, and the Collateral Agent, granting first-priority liens on substantially all assets of the Issuers and the U.S.-organized Guarantors;

(B) the Nigerian Debenture and Charge, dated as of May 15, 2025, executed by Dunmore Nigeria E&P Ltd. in favor of the Collateral Agent, granting a fixed and floating charge over the assets of Dunmore Nigeria E&P Ltd., including its interests in OML 47 and OML 63;

(C) the English Debenture, dated as of May 15, 2025, executed by Dunmore Trading Ltd. in favor of the Collateral Agent, granting fixed and floating charges over the assets of Dunmore Trading Ltd.;

(D) the Senegalese Nantissement and Cession Fiduciaire, dated as of May 15, 2025, executed by Dunmore Senegal S.A. in favor of the Collateral Agent, granting security interests over the assets of Dunmore Senegal S.A., including its interests in the Cayar Offshore Block; and

(iv) the Intercreditor Agreement, dated as of May 15, 2025, by and among Northgate Trust Company, N.A. (in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (in its capacity as ABL Agent), the Issuers, and the Guarantors, setting forth the relative priority of the liens securing the Notes and the liens securing the ABL Revolving Credit Facility;

(c) Execution and Delivery of the Registration Rights Agreement. The Issuers have duly executed and delivered the Registration Rights Agreement, dated as of May 15, 2025, by and among the Issuers, the Guarantors, and the Initial Purchasers, pursuant to which the Issuers have agreed to use commercially reasonable efforts to file an exchange offer registration statement or, in certain circumstances, a shelf registration statement with respect to the Notes.

(d) Filings, Registrations, and Notifications. All filings, registrations, and notifications required to be made in connection with the offering, issuance, and sale of the Notes on or prior to the Closing Date have been duly made, including without limitation (i) filings with the Corporate Affairs Commission of Nigeria, (ii) filings with the Registrar of Companies of the Cayman Islands, (iii) notice filings under applicable U.S. state securities or "blue sky" laws, and (iv) all filings necessary to perfect the security interests granted under the Security Documents, to the extent required to be made on or prior to the Closing Date.

(e) Payment of Fees and Expenses. The Issuers have paid or caused to be paid all fees and expenses required to be paid on or prior to the Closing Date, including without limitation (i) the gross spread of $17,000,000 payable to the Initial Purchasers, (ii) the fees and disbursements of counsel to the Initial Purchasers, (iii) the fees of the Trustee and the Collateral Agent, and (iv) all other costs and expenses incident to the performance of the Issuers' obligations under the Purchase Agreement.

Section 3. No Material Adverse Change

3.1 Since the date of the Preliminary Offering Memorandum, dated April 28, 2025 (the "Preliminary Offering Memorandum"), there has been no Material Adverse Change (as defined in the Purchase Agreement) in the business, properties, financial condition, results of operations, or prospects of the Issuers and the Guarantors, taken as a whole, whether or not arising from transactions in the ordinary course of business. For the avoidance of doubt, the certification in this Section 3.1 applies to all operations, assets, and subsidiaries of the Issuers and the Guarantors, including without limitation their upstream exploration and production activities in Nigeria (OML 47 and OML 63), Senegal (the Cayar Offshore Block), and the U.S. Gulf of Mexico (the Green Canyon and Garden Banks leases), as well as their midstream, trading, and renewables operations.

3.2 Since the date of the most recent audited financial statements included in the Final Offering Memorandum (being the consolidated audited financial statements of Dunmore Energy Holdings Ltd. and its subsidiaries as of and for the fiscal year ended December 31, 2024, audited by Alverton & Co. LLP), there has been no material adverse change in the consolidated financial condition of Dunmore Energy Holdings Ltd. and its subsidiaries, taken as a whole. The unaudited interim financial data, if any, included or incorporated by reference in the Final Offering Memorandum presents fairly in all material respects the financial condition and results of operations of the Company and its subsidiaries as of the dates and for the periods indicated therein.

Section 4. No Default or Event of Default

4.1 No Default or Event of Default (each as defined in the Indenture) has occurred and is continuing as of the Closing Date, or would result from the issuance and sale of the Notes or the application of the proceeds therefrom as described in the Final Offering Memorandum under the caption "Use of Proceeds." The Issuers and the Guarantors are in compliance with all covenants, terms, and conditions of the Indenture as of the Closing Date, and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a Default or Event of Default under the Indenture.

4.2 No default or event of default (however defined) exists under any other material agreement, instrument, or obligation to which any Issuer or Guarantor is a party or by which any of them or their respective properties may be bound, and no such default or event of default would result from the consummation of the transactions contemplated by the Purchase Agreement, including but not limited to defaults under the following:

(a) the $750,000,000 ABL Revolving Credit Facility, dated as of March 8, 2023, by and among the Issuers, certain of the Guarantors as borrowers and guarantors, the lenders from time to time party thereto, and Velthorn National Bank, N.A., as Administrative Agent and Collateral Agent (as amended, restated, supplemented, or otherwise modified from time to time), of which approximately $470,000,000 is currently drawn and outstanding as of the Closing Date;

(b) the Issuers' existing 7.50% Senior Unsecured Notes due 2028, issued under the indenture dated as of September 20, 2021 (the "Existing Notes Indenture"), of which $850,000,000 aggregate principal amount was outstanding prior to the partial repayment of $450,000,000 from the proceeds of the Notes, leaving an aggregate principal amount of $400,000,000 outstanding following such partial repayment; and

(c) any production sharing contract, joint operating agreement, concession agreement, license, permit, or other material agreement or arrangement relating to the Company's and its subsidiaries' interests in OML 47, OML 63, the Cayar Offshore Block, or the Green Canyon and Garden Banks leases in the U.S. Gulf of Mexico, in each case as described in the Final Offering Memorandum.

Section 5. Use of Proceeds Confirmation

5.1 The net proceeds of the offering of the Notes will be applied solely as set forth in the Final Offering Memorandum under the caption "Use of Proceeds," specifically as follows:

(a) approximately $450,000,000 to partially repay the existing 7.50% Senior Unsecured Notes due 2028, resulting in a reduction of the aggregate outstanding principal amount thereof from $850,000,000 to $400,000,000;

(b) approximately $250,000,000 to fund Cayar Offshore Phase II development capital expenditures, including subsea infrastructure installation, floating production storage and offloading (FPSO) modifications, and associated drilling and completion costs;

(c) approximately $114,750,000 for general corporate purposes, including working capital and potential bolt-on acquisitions in the ordinary course of business; and

(d) approximately $22,500,000 for estimated fees and expenses of the offering, consisting of approximately $17,000,000 in gross spread payable to the Initial Purchasers and approximately $5,500,000 in estimated legal, accounting, printing, trustee, rating agency, and other fees and expenses.

5.2 No portion of the net proceeds from the offering of the Notes will be used, directly or indirectly, (i) for the purpose of financing or facilitating any activities or business of or with any person, or in any country or territory, that, at the time of such financing, is the subject of any sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty's Treasury of the United Kingdom, (ii) in violation of any applicable anti-money laundering laws or regulations, or (iii) for any purpose that would constitute a violation of any applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

Section 6. Accuracy of the Final Offering Memorandum

6.1 The Final Offering Memorandum, dated May 14, 2025, as of its date and as of the Closing Date, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the undersigned has reviewed the Final Offering Memorandum and has had the opportunity to ask questions of and receive answers from the Company's management, legal counsel, auditors, and other advisors regarding the information contained therein.

6.2 All financial data, operational data, and reserves information contained in the Final Offering Memorandum are accurate in all material respects as of the dates and for the periods indicated therein, including without limitation:

(a) the consolidated financial statements of Dunmore Energy Holdings Ltd. and its subsidiaries as of and for the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022, together with the notes thereto, which were audited by Alverton & Co. LLP in accordance with generally accepted auditing standards and are presented in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board;

(b) the reserves data and related information contained in the Final Offering Memorandum, including proved reserves estimates and related future net revenue calculations as of December 31, 2024, prepared by Duval Howard & Partners, independent petroleum engineers, in accordance with the standards and definitions established by the U.S. Securities and Exchange Commission and the Society of Petroleum Engineers Petroleum Resources Management System; and

6.3 The environmental, social, and governance ("ESG") and sustainability disclosures contained in the Final Offering Memorandum, including the information presented under the caption "Environmental and Social Responsibility" (which was prepared based on data compiled and analyzed by Barrisford Advisory Group LLC), are accurate and not misleading in all material respects as of the date thereof. Without limiting the foregoing, each of the undersigned certifies that, to the knowledge of the undersigned, (i) no material environmental liabilities or compliance issues exist that are not disclosed in the Final Offering Memorandum, and (ii) the Company's and its subsidiaries' operations are in material compliance with all applicable environmental laws and regulations in each jurisdiction in which they operate.

Section 7. Sanctions and Anti-Corruption Compliance

7.1 None of the Issuers, the Guarantors, or any of their respective directors, officers, or employees, or, to the knowledge of the undersigned, any of their agents or affiliates, (i) is a person or entity currently the subject or the target of any sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty's Treasury of the United Kingdom (collectively, "Sanctions"), including any person or entity on OFAC's Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List (the "SSI List"), the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, or the UK Office of Financial Sanctions Implementation Consolidated List (the "OFSI Consolidated List"), or any person or entity that is 50 percent or more owned, directly or indirectly, by any such person or entity, or (ii) is located, organized, or resident in a country or territory that is, or whose government is, the subject of comprehensive Sanctions, which countries and territories currently include Cuba, Iran, the Democratic People's Republic of Korea (North Korea), Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.

7.2 A comprehensive screening of all Dunmore group entities, their respective officers and directors, and their material counterparties (including counterparties holding back-in rights, farmout partners, joint venture partners, offtake purchasers, and key suppliers and service providers) against the OFAC SDN List, the SSI List, the EU Consolidated Sanctions List, and the UK OFSI Consolidated List was completed on April 25, 2025 by Sandoval Compliance Solutions LLC, an independent compliance screening provider. No hits, potential matches, or false positives requiring escalation were identified in connection with such screening. The undersigned are not aware of any change in circumstances since the date of such screening that would alter the results thereof.

7.3 The Issuers and each Guarantor are, and have at all times during the preceding five years been, in compliance in all material respects with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and all other applicable anti-bribery and anti-corruption laws of the jurisdictions in which they operate. None of the Issuers or any Guarantor, or, to the knowledge of the undersigned, any of their respective directors, officers, employees, or agents, has made, offered, promised, or authorized any payment or transfer of anything of value, directly or indirectly, to any government official, political party, or candidate for political office for the purpose of influencing any act or decision of such person, or securing any improper advantage, in connection with the business of the Issuers or the Guarantors.

Section 8. Litigation

8.1 There is no action, suit, proceeding, inquiry, investigation, or claim before or by any court, governmental agency or body, self-regulatory organization, or arbitral tribunal, domestic or foreign, now pending, or, to the knowledge of the undersigned, threatened in writing, against or affecting the Issuers or any Guarantor, or any of their respective properties, officers, or directors, that (i) is required to be disclosed in the Final Offering Memorandum pursuant to the Purchase Agreement and is not so disclosed, or (ii) could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or to materially and adversely affect the validity or enforceability of the Notes, the Guarantees, or any of the other Transaction Documents, or to materially impair the ability of the Issuers or any Guarantor to perform their respective obligations under any Transaction Document, or to materially and adversely affect the consummation of the transactions contemplated by the Purchase Agreement. All pending or threatened litigation or proceedings disclosed in the Final Offering Memorandum are accurately and completely described therein in all material respects.

Section 9. Ratings

9.1 The undersigned hereby confirm that the preliminary credit ratings assigned to the Notes by the following rating agencies remain in full force and effect as of the Closing Date and have not been withdrawn, suspended, lowered, or placed under review for possible downgrade:

(a) Lodestar Ratings International: preliminary B2 with a Stable Outlook; and

(b) Veridian Credit Assessments Inc.: preliminary B+ with a Stable Outlook.

No rating agency has notified the Issuers or any Guarantor of any intended or contemplated withdrawal, suspension, downgrade, or review for possible downgrade of any rating assigned to the Notes or to the Company's corporate credit rating. The undersigned are not aware of any facts or circumstances that would reasonably be expected to result in any such action by any rating agency.

Section 10. Additional Certifications

10.1 All conditions precedent to the obligations of the Initial Purchasers to consummate the purchase of the Notes on the Closing Date as set forth in Section 6 of the Purchase Agreement have been satisfied or, where expressly permitted by the terms thereof, duly waived by the Initial Purchasers. As of the date of this Certificate, no conditions precedent have been waived, and all conditions precedent have been satisfied in full.

10.2 All consents, approvals, authorizations, registrations, qualifications, and orders of, and filings with, any court, governmental agency, or body, and all third-party consents, necessary for the valid authorization, issuance, sale, and delivery of the Notes have been duly obtained and are in full force and effect, including without limitation the consent of Velthorn National Bank, N.A., as Administrative Agent under the ABL Revolving Credit Facility, to the incurrence of the Indebtedness represented by the Notes and the Guarantees, and the execution and delivery of the Intercreditor Agreement by the ABL Agent on behalf of the ABL secured parties.

10.3 The Notes have been made eligible for clearance and settlement through the book-entry facilities of The Depository Trust Company ("DTC") and the Notes will be issued in the form of one or more global notes registered in the name of Cede & Co., as nominee of DTC, in accordance with the terms of the Indenture.

10.4 The certificate of incorporation, memorandum and articles of association, certificate of formation, limited liability company agreement, bylaws, or other organizational documents of each Issuer and each Guarantor have not been amended, modified, restated, or supplemented since the date of the Purchase Agreement, except as previously disclosed in writing to the Initial Purchasers prior to the Closing Date. True, correct, and complete copies of all such organizational documents, as currently in effect, have been delivered to counsel for the Initial Purchasers.

Section 11. Pro Forma Financial Information

11.1 The pro forma financial information set forth in the Final Offering Memorandum under the captions "Summary — Summary Historical and Pro Forma Financial Data," "Capitalization," and "Unaudited Pro Forma Condensed Consolidated Financial Information" has been prepared on a reasonable basis, reflects adjustments that are factually supportable and directly attributable to the transactions described therein, and presents fairly in all material respects the pro forma financial condition and results of operations of Dunmore Energy Holdings Ltd. and its subsidiaries giving effect to the issuance and sale of the Notes and the application of the net proceeds therefrom as described under "Use of Proceeds." Such pro forma financial information reflects, among other things, the following:

(a) Post-Offering Total Debt: Approximately $1,720,000,000, consisting of (i) $470,000,000 outstanding under the ABL Revolving Credit Facility, (ii) $400,000,000 aggregate principal amount of remaining 7.50% Senior Unsecured Notes due 2028 (after giving effect to the partial repayment of $450,000,000 from the proceeds of the Notes), and (iii) $850,000,000 aggregate principal amount of the Notes.

(b) Pro Forma Gross Leverage: Approximately 2.11x, calculated as total debt of $1,720,000,000 divided by consolidated EBITDA for the twelve months ended December 31, 2024 of $816,000,000.

(c) Pro Forma Net Leverage: Approximately 1.88x, calculated as total net debt of $1,535,000,000 (total debt of $1,720,000,000 minus unrestricted cash and cash equivalents of $185,000,000) divided by consolidated EBITDA for the twelve months ended December 31, 2024 of $816,000,000.

(d) Pro Forma Semi-Annual Interest on the Notes: $39,843,750, calculated as $850,000,000 multiplied by 9.375% per annum divided by two.

The foregoing pro forma financial information does not purport to represent what the consolidated financial condition or results of operations of the Company and its subsidiaries would have been had the transactions described therein actually been completed as of the dates indicated, nor does it purport to project the consolidated financial condition or results of operations of the Company and its subsidiaries for any future period.

SCHEDULE A

LIST OF GUARANTORS

Each of the foregoing Guarantors is a direct or indirect subsidiary of Dunmore Energy Holdings Ltd. and has executed and delivered the Indenture and the applicable Guarantees and Security Documents in accordance with the terms of the Purchase Agreement.

SIGNATURE PAGE TO OFFICERS' CERTIFICATE

IN WITNESS WHEREOF, the undersigned have executed and delivered this Officers' Certificate as of the date first written above, in their respective capacities as officers of Dunmore Energy Holdings Ltd. and not in their individual capacities.

DUNMORE ENERGY HOLDINGS LTD.

By: ________

Name: Marcus Ellingham

Title: Chief Executive Officer

Signing on behalf of each of the Issuers and confirming authorization to sign on behalf of each Guarantor listed on Schedule A hereto as an authorized officer and representative thereof.

Date: May 15, 2025

DUNMORE ENERGY HOLDINGS LTD.

By: ________

Name: Deepa Rajaram

Title: Chief Financial Officer

Signing on behalf of each of the Issuers and confirming authorization to sign on behalf of each Guarantor listed on Schedule A hereto as an authorized officer and representative thereof.

Date: May 15, 2025

NOTARIAL ACKNOWLEDGMENT

STATE OF NEW YORK COUNTY OF NEW YORK

On this 15th day of May, 2025, before me, the undersigned notary public, personally appeared Marcus Ellingham and Deepa Rajaram, each personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the foregoing Officers' Certificate, and each acknowledged to me that they executed the same in their authorized capacities as officers of Dunmore Energy Holdings Ltd. and that by their signatures on the instrument, the entity on behalf of which they acted executed the instrument.

WITNESS my hand and official seal.

________________________________________

Notary Public

Name: ________

Commission No.: ________ My Commission Expires: ________

[NOTARIAL SEAL]

EXHIBIT AND ATTACHMENT REFERENCES

The following documents are referenced in and form the basis for the certifications set forth in this Officers' Certificate. Copies of each such document have been delivered to the Initial Purchasers and their counsel in connection with the closing of the transactions contemplated by the Purchase Agreement:

1. Purchase Agreement, dated as of May 12, 2025, by and among the Issuers, the Guarantors, and the Initial Purchasers. See Section 3 (Representations and Warranties of the Issuers and the Guarantors) and Section 6 (Conditions Precedent to Closing), including Sections 6(a) through 6(q) thereof, which set forth the conditions precedent to the obligations of the Initial Purchasers being certified herein.

2. Indenture, dated as of May 15, 2025, by and among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, governing the terms of the 9.375% Senior Secured Notes due 2032.

3. Final Offering Memorandum, dated May 14, 2025, relating to the offering of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032.

4. Preliminary Offering Memorandum, dated April 28, 2025, as referenced in Section 3 of this Certificate.

5. Registration Rights Agreement, dated as of May 15, 2025, by and among the Issuers, the Guarantors, and the Initial Purchasers.

6. Intercreditor Agreement, dated as of May 15, 2025, by and among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors.

7. Security Documents, as described in Section 2.2(b) of this Certificate.

This Officers' Certificate is delivered solely for the benefit of the Initial Purchasers as a condition precedent to closing under the Purchase Agreement and may not be relied upon by any other person or entity without the prior written consent of the Issuers and the Initial Purchasers. The certifications contained herein are made as of the Closing Date and speak only as of such date. Nothing in this Certificate shall be deemed to expand the representations and warranties set forth in the Purchase Agreement or to create any independent obligation of the Issuers or the Guarantors beyond those set forth in the Transaction Documents.

Guarantor Entity	Entity Type	Jurisdiction of Incorporation/Formation	Governing Authority
Dunmore Nigeria E&P Ltd.	Limited company	Federal Republic of Nigeria	Corporate Affairs Commission (CAC)
Dunmore Gulf Operations LLC	Limited liability company	State of Delaware	Delaware Division of Corporations
Dunmore Renewables LLC	Limited liability company	State of Delaware	Delaware Division of Corporations
Dunmore Senegal S.A.	Société anonyme (S.A.)	Republic of Senegal	Registre du Commerce et du Crédit Mobilier
Dunmore Midstream Holdings Inc.	Corporation	State of Delaware	Delaware Division of Corporations
Dunmore Trading Ltd.	Private limited company	England and Wales	Companies House

OFFICERS' CERTIFICATE
Pursuant to Section 6(e) of the Purchase Agreement
Delivered in connection with the offering of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032
[FORM — TO BE COMPLETED AND EXECUTED AT CLOSING]
OFFICERS' CERTIFICATE
This Officers' Certificate (this "Certificate") is delivered as of May 15, 2025 (the "Closing Date") by the undersigned, Marcus Ellingham, Chief Executive Officer of Dunmore Energy Holdings Ltd., and Deepa Rajaram, Chief Financial Officer of Dunmore Energy Holdings Ltd., each being duly authorized to execute and deliver this Certificate on behalf of (i) Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the "Company" or the "Issuer"), and (ii) Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware (the "Co-Issuer," and together with the Issuer, the "Issuers").
This Certificate is delivered pursuant to Section 6(e) of that certain Purchase Agreement, dated as of May 12, 2025 (the "Purchase Agreement"), by and among (i) the Issuers, (ii) each of the subsidiary guarantors listed on Schedule A hereto (collectively, the "Guarantors"), and (iii) Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC (collectively, the "Initial Purchasers"), as a condition precedent to the obligations of the Initial Purchasers to consummate the purchase of $850,000,000 aggregate principal amount of the Issuers' 9.375% Senior Secured Notes due 2032 (the "Notes") on the Closing Date.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement or, where applicable, in the Indenture, dated as of May 15, 2025 (the "Indenture"), by and among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent (in such capacity, the "Trustee" or "Collateral Agent," as applicable).
Each of the undersigned hereby certifies, in his or her capacity as an officer of the Company and not in any individual capacity, and without personal liability, as follows:
Section 1. Certification of Representations and Warranties
1.1 Each of the representations and warranties of the Issuers and the Guarantors set forth in Section 3 of the Purchase Agreement is true and correct in all material respects as of the date of the Purchase Agreement and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date; provided, however, that in the case of any representation or warranty qualified by materiality, "Material Adverse Change," or "Material Adverse Effect," such representation or warranty is true and correct in all respects as of the date of the Purchase Agreement and as of the Closing Date; and provided, further, that to the extent any such representation or warranty is expressly made as of a specified date, such representation or warranty is true and correct in all material respects (or, if qualified by materiality, Material Adverse Change, or Material Adverse Effect, in all respects) as of such specified date.
1.2 Without limiting the generality of Section 1.1 above, each of the undersigned hereby certifies that each of the following representations and warranties is true and correct as of the Closing Date:
(a) Due Organization, Valid Existence, and Good Standing. Each Issuer and each Guarantor has been duly organized, is validly existing, and (where the concept is legally recognized) is in good standing under the laws of its respective jurisdiction of incorporation or formation, and has all requisite corporate, limited liability company, or other organizational power and authority to own, lease, and operate its properties and to conduct its business as described in the Final Offering Memorandum, as follows:
(i) Dunmore Energy Holdings Ltd. — an exempted company incorporated under the laws of the Cayman Islands, validly existing and in good standing under the Companies Act (As Revised) of the Cayman Islands;
(ii) Dunmore upstream Finance Corp. — a corporation incorporated under the laws of the State of Delaware, validly existing and in good standing under the General Corporation Law of the State of Delaware;
(iii) Dunmore Gulf Operations LLC — a limited liability company organized under the laws of the State of Delaware, validly existing and in good standing under the Delaware Limited Liability Company Act;
(iv) Dunmore Renewables LLC — a limited liability company organized under the laws of the State of Delaware, validly existing and in good standing under the Delaware Limited Liability Company Act;
(v) Dunmore Midstream Holdings Inc. — a corporation incorporated under the laws of the State of Delaware, validly existing and in good standing under the General Corporation Law of the State of Delaware;
(vi) 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 of Nigeria;
(vii) Dunmore Senegal S.A. — a société anonyme organized under the laws of the Republic of Senegal; and
(viii) Dunmore Trading Ltd. — a private limited company incorporated under the laws of England and Wales and registered with Companies House.
(b) Corporate Power and Authority. Each Issuer and each Guarantor has the requisite corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under the Purchase Agreement, the Indenture, the Notes, the Guarantees, each of the Security Documents to which it is a party, the Registration Rights Agreement, and all ancillary transaction documents to which it is a party (collectively, the "Transaction Documents").
(c) Due Authorization. The execution, delivery, and performance by each Issuer and each Guarantor of each Transaction Document to which it is a party has been duly authorized by all requisite corporate, limited liability company, or other organizational action on the part of such Issuer or Guarantor, and no other proceedings or approvals on the part of any Issuer or Guarantor are necessary for the authorization, execution, delivery, or performance of such Transaction Documents.
(d) Valid Issuance; Binding Nature. The Notes have been duly and validly authorized and, upon issuance and delivery thereof against payment therefor in accordance with the Purchase Agreement, will constitute valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar laws affecting creditors' rights generally and to general principles of equity. The Guarantees have been duly and validly authorized and, upon execution and delivery thereof, will constitute valid and binding obligations of the respective Guarantors, enforceable against each such Guarantor in accordance with their terms, subject to the same qualifications.
(e) Accuracy and Completeness of the Final Offering Memorandum. The information contained in the Final Offering Memorandum, dated May 14, 2025 (the "Final Offering Memorandum"), is accurate and complete in all material respects as of its date and as of the Closing Date, and the representations and warranties of the Issuers and the Guarantors concerning the accuracy and completeness of the Final Offering Memorandum set forth in the Purchase Agreement are true and correct as of the Closing Date.
(f) Sanctions, Anti-Money Laundering, and Anti-Corruption. Each Issuer and each Guarantor is in compliance with all applicable sanctions laws and regulations administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, and His Majesty's Treasury of the United Kingdom, as well as all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act, as amended by the USA PATRIOT Act, and all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act 2010.
(g) Securities Act Exemption. No registration of the Notes under the Securities Act of 1933, as amended (the "Securities Act"), is required for the offer and sale of the Notes as contemplated by the Purchase Agreement, in reliance upon the exemptions afforded by Rule 144A under the Securities Act and Regulation S under the Securities Act. The Issuers and the Guarantors have not engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offering of the Notes, and no directed selling efforts (within the meaning of Regulation S under the Securities Act) have been made by the Issuers, the Guarantors, or any person acting on their behalf with respect to the Notes.
Section 2. Certification of Compliance with Covenants
2.1 The Issuers and each of the Guarantors have complied in all material respects with all of their respective covenants, agreements, and obligations under the Purchase Agreement that are required to be performed or complied with on or prior to the Closing Date.
2.2 Without limiting the generality of Section 2.1 above, the Issuers confirm compliance with the following specific covenants and obligations:
(a) Delivery of Final Offering Memorandum. The Issuers have caused to be delivered to the Initial Purchasers copies of the Final Offering Memorandum, dated May 14, 2025, in the quantities and within the time periods specified in the Purchase Agreement, including delivery of such copies in electronic format.
(b) Execution and Delivery of Transaction Documents. The Issuers and the Guarantors have duly executed and delivered each of the following Transaction Documents:
(i) the Indenture, dated as of May 15, 2025, by and among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent;
(ii) the Notes, in the aggregate principal amount of $850,000,000, authenticated by the Trustee in accordance with the Indenture;
(iii) the Security Documents, including without limitation:
(A) the U.S. Collateral Agreement, dated as of May 15, 2025, by and among the Issuers, the U.S.-organized Guarantors, and the Collateral Agent, granting first-priority liens on substantially all assets of the Issuers and the U.S.-organized Guarantors;
(B) the Nigerian Debenture and Charge, dated as of May 15, 2025, executed by Dunmore Nigeria E&P Ltd. in favor of the Collateral Agent, granting a fixed and floating charge over the assets of Dunmore Nigeria E&P Ltd., including its interests in OML 47 and OML 63;
(C) the English Debenture, dated as of May 15, 2025, executed by Dunmore Trading Ltd. in favor of the Collateral Agent, granting fixed and floating charges over the assets of Dunmore Trading Ltd.;
(D) the Senegalese Nantissement and Cession Fiduciaire, dated as of May 15, 2025, executed by Dunmore Senegal S.A. in favor of the Collateral Agent, granting security interests over the assets of Dunmore Senegal S.A., including its interests in the Cayar Offshore Block; and
(iv) the Intercreditor Agreement, dated as of May 15, 2025, by and among Northgate Trust Company, N.A. (in its capacity as Notes Collateral Agent), Velthorn National Bank, N.A. (in its capacity as ABL Agent), the Issuers, and the Guarantors, setting forth the relative priority of the liens securing the Notes and the liens securing the ABL Revolving Credit Facility;
(c) Execution and Delivery of the Registration Rights Agreement. The Issuers have duly executed and delivered the Registration Rights Agreement, dated as of May 15, 2025, by and among the Issuers, the Guarantors, and the Initial Purchasers, pursuant to which the Issuers have agreed to use commercially reasonable efforts to file an exchange offer registration statement or, in certain circumstances, a shelf registration statement with respect to the Notes.
(d) Filings, Registrations, and Notifications. All filings, registrations, and notifications required to be made in connection with the offering, issuance, and sale of the Notes on or prior to the Closing Date have been duly made, including without limitation (i) filings with the Corporate Affairs Commission of Nigeria, (ii) filings with the Registrar of Companies of the Cayman Islands, (iii) notice filings under applicable U.S. state securities or "blue sky" laws, and (iv) all filings necessary to perfect the security interests granted under the Security Documents, to the extent required to be made on or prior to the Closing Date.
(e) Payment of Fees and Expenses. The Issuers have paid or caused to be paid all fees and expenses required to be paid on or prior to the Closing Date, including without limitation (i) the gross spread of $17,000,000 payable to the Initial Purchasers, (ii) the fees and disbursements of counsel to the Initial Purchasers, (iii) the fees of the Trustee and the Collateral Agent, and (iv) all other costs and expenses incident to the performance of the Issuers' obligations under the Purchase Agreement.
Section 3. No Material Adverse Change
3.1 Since the date of the Preliminary Offering Memorandum, dated April 28, 2025 (the "Preliminary Offering Memorandum"), there has been no Material Adverse Change (as defined in the Purchase Agreement) in the business, properties, financial condition, results of operations, or prospects of the Issuers and the Guarantors, taken as a whole, whether or not arising from transactions in the ordinary course of business. For the avoidance of doubt, the certification in this Section 3.1 applies to all operations, assets, and subsidiaries of the Issuers and the Guarantors, including without limitation their upstream exploration and production activities in Nigeria (OML 47 and OML 63), Senegal (the Cayar Offshore Block), and the U.S. Gulf of Mexico (the Green Canyon and Garden Banks leases), as well as their midstream, trading, and renewables operations.
3.2 Since the date of the most recent audited financial statements included in the Final Offering Memorandum (being the consolidated audited financial statements of Dunmore Energy Holdings Ltd. and its subsidiaries as of and for the fiscal year ended December 31, 2024, audited by Alverton & Co. LLP), there has been no material adverse change in the consolidated financial condition of Dunmore Energy Holdings Ltd. and its subsidiaries, taken as a whole. The unaudited interim financial data, if any, included or incorporated by reference in the Final Offering Memorandum presents fairly in all material respects the financial condition and results of operations of the Company and its subsidiaries as of the dates and for the periods indicated therein.
Section 4. No Default or Event of Default
4.1 No Default or Event of Default (each as defined in the Indenture) has occurred and is continuing as of the Closing Date, or would result from the issuance and sale of the Notes or the application of the proceeds therefrom as described in the Final Offering Memorandum under the caption "Use of Proceeds." The Issuers and the Guarantors are in compliance with all covenants, terms, and conditions of the Indenture as of the Closing Date, and no event has occurred that, with the giving of notice or the passage of time, or both, would constitute a Default or Event of Default under the Indenture.
4.2 No default or event of default (however defined) exists under any other material agreement, instrument, or obligation to which any Issuer or Guarantor is a party or by which any of them or their respective properties may be bound, and no such default or event of default would result from the consummation of the transactions contemplated by the Purchase Agreement, including but not limited to defaults under the following:
(a) the $750,000,000 ABL Revolving Credit Facility, dated as of March 8, 2023, by and among the Issuers, certain of the Guarantors as borrowers and guarantors, the lenders from time to time party thereto, and Velthorn National Bank, N.A., as Administrative Agent and Collateral Agent (as amended, restated, supplemented, or otherwise modified from time to time), of which approximately $470,000,000 is currently drawn and outstanding as of the Closing Date;
(b) the Issuers' existing 7.50% Senior Unsecured Notes due 2028, issued under the indenture dated as of September 20, 2021 (the "Existing Notes Indenture"), of which $850,000,000 aggregate principal amount was outstanding prior to the partial repayment of $450,000,000 from the proceeds of the Notes, leaving an aggregate principal amount of $400,000,000 outstanding following such partial repayment; and
(c) any production sharing contract, joint operating agreement, concession agreement, license, permit, or other material agreement or arrangement relating to the Company's and its subsidiaries' interests in OML 47, OML 63, the Cayar Offshore Block, or the Green Canyon and Garden Banks leases in the U.S. Gulf of Mexico, in each case as described in the Final Offering Memorandum.
Section 5. Use of Proceeds Confirmation
5.1 The net proceeds of the offering of the Notes will be applied solely as set forth in the Final Offering Memorandum under the caption "Use of Proceeds," specifically as follows:
(a) approximately $450,000,000 to partially repay the existing 7.50% Senior Unsecured Notes due 2028, resulting in a reduction of the aggregate outstanding principal amount thereof from $850,000,000 to $400,000,000;
(b) approximately $250,000,000 to fund Cayar Offshore Phase II development capital expenditures, including subsea infrastructure installation, floating production storage and offloading (FPSO) modifications, and associated drilling and completion costs;
(c) approximately $114,750,000 for general corporate purposes, including working capital and potential bolt-on acquisitions in the ordinary course of business; and
(d) approximately $22,500,000 for estimated fees and expenses of the offering, consisting of approximately $17,000,000 in gross spread payable to the Initial Purchasers and approximately $5,500,000 in estimated legal, accounting, printing, trustee, rating agency, and other fees and expenses.
5.2 No portion of the net proceeds from the offering of the Notes will be used, directly or indirectly, (i) for the purpose of financing or facilitating any activities or business of or with any person, or in any country or territory, that, at the time of such financing, is the subject of any sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty's Treasury of the United Kingdom, (ii) in violation of any applicable anti-money laundering laws or regulations, or (iii) for any purpose that would constitute a violation of any applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
Section 6. Accuracy of the Final Offering Memorandum
6.1 The Final Offering Memorandum, dated May 14, 2025, as of its date and as of the Closing Date, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the undersigned has reviewed the Final Offering Memorandum and has had the opportunity to ask questions of and receive answers from the Company's management, legal counsel, auditors, and other advisors regarding the information contained therein.
6.2 All financial data, operational data, and reserves information contained in the Final Offering Memorandum are accurate in all material respects as of the dates and for the periods indicated therein, including without limitation:
(a) the consolidated financial statements of Dunmore Energy Holdings Ltd. and its subsidiaries as of and for the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022, together with the notes thereto, which were audited by Alverton & Co. LLP in accordance with generally accepted auditing standards and are presented in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board;
(b) the reserves data and related information contained in the Final Offering Memorandum, including proved reserves estimates and related future net revenue calculations as of December 31, 2024, prepared by Duval Howard & Partners, independent petroleum engineers, in accordance with the standards and definitions established by the U.S. Securities and Exchange Commission and the Society of Petroleum Engineers Petroleum Resources Management System; and
(c) all production data, operating cost data, and capital expenditure data presented in the Final Offering Memorandum.
6.3 The environmental, social, and governance ("ESG") and sustainability disclosures contained in the Final Offering Memorandum, including the information presented under the caption "Environmental and Social Responsibility" (which was prepared based on data compiled and analyzed by Barrisford Advisory Group LLC), are accurate and not misleading in all material respects as of the date thereof. Without limiting the foregoing, each of the undersigned certifies that, to the knowledge of the undersigned, (i) no material environmental liabilities or compliance issues exist that are not disclosed in the Final Offering Memorandum, and (ii) the Company's and its subsidiaries' operations are in material compliance with all applicable environmental laws and regulations in each jurisdiction in which they operate.
Section 7. Sanctions and Anti-Corruption Compliance
7.1 None of the Issuers, the Guarantors, or any of their respective directors, officers, or employees, or, to the knowledge of the undersigned, any of their agents or affiliates, (i) is a person or entity currently the subject or the target of any sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty's Treasury of the United Kingdom (collectively, "Sanctions"), including any person or entity on OFAC's Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List (the "SSI List"), the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, or the UK Office of Financial Sanctions Implementation Consolidated List (the "OFSI Consolidated List"), or any person or entity that is 50 percent or more owned, directly or indirectly, by any such person or entity, or (ii) is located, organized, or resident in a country or territory that is, or whose government is, the subject of comprehensive Sanctions, which countries and territories currently include Cuba, Iran, the Democratic People's Republic of Korea (North Korea), Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.
7.2 A comprehensive screening of all Dunmore group entities, their respective officers and directors, and their material counterparties (including counterparties holding back-in rights, farmout partners, joint venture partners, offtake purchasers, and key suppliers and service providers) against the OFAC SDN List, the SSI List, the EU Consolidated Sanctions List, and the UK OFSI Consolidated List was completed on April 25, 2025 by Sandoval Compliance Solutions LLC, an independent compliance screening provider. No hits, potential matches, or false positives requiring escalation were identified in connection with such screening. The undersigned are not aware of any change in circumstances since the date of such screening that would alter the results thereof.
7.3 The Issuers and each Guarantor are, and have at all times during the preceding five years been, in compliance in all material respects with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and all other applicable anti-bribery and anti-corruption laws of the jurisdictions in which they operate. None of the Issuers or any Guarantor, or, to the knowledge of the undersigned, any of their respective directors, officers, employees, or agents, has made, offered, promised, or authorized any payment or transfer of anything of value, directly or indirectly, to any government official, political party, or candidate for political office for the purpose of influencing any act or decision of such person, or securing any improper advantage, in connection with the business of the Issuers or the Guarantors.
Section 8. Litigation
8.1 There is no action, suit, proceeding, inquiry, investigation, or claim before or by any court, governmental agency or body, self-regulatory organization, or arbitral tribunal, domestic or foreign, now pending, or, to the knowledge of the undersigned, threatened in writing, against or affecting the Issuers or any Guarantor, or any of their respective properties, officers, or directors, that (i) is required to be disclosed in the Final Offering Memorandum pursuant to the Purchase Agreement and is not so disclosed, or (ii) could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or to materially and adversely affect the validity or enforceability of the Notes, the Guarantees, or any of the other Transaction Documents, or to materially impair the ability of the Issuers or any Guarantor to perform their respective obligations under any Transaction Document, or to materially and adversely affect the consummation of the transactions contemplated by the Purchase Agreement. All pending or threatened litigation or proceedings disclosed in the Final Offering Memorandum are accurately and completely described therein in all material respects.
Section 9. Ratings
9.1 The undersigned hereby confirm that the preliminary credit ratings assigned to the Notes by the following rating agencies remain in full force and effect as of the Closing Date and have not been withdrawn, suspended, lowered, or placed under review for possible downgrade:
(a) Lodestar Ratings International: preliminary B2 with a Stable Outlook; and
(b) Veridian Credit Assessments Inc.: preliminary B+ with a Stable Outlook.
No rating agency has notified the Issuers or any Guarantor of any intended or contemplated withdrawal, suspension, downgrade, or review for possible downgrade of any rating assigned to the Notes or to the Company's corporate credit rating. The undersigned are not aware of any facts or circumstances that would reasonably be expected to result in any such action by any rating agency.
Section 10. Additional Certifications
10.1 All conditions precedent to the obligations of the Initial Purchasers to consummate the purchase of the Notes on the Closing Date as set forth in Section 6 of the Purchase Agreement have been satisfied or, where expressly permitted by the terms thereof, duly waived by the Initial Purchasers. As of the date of this Certificate, no conditions precedent have been waived, and all conditions precedent have been satisfied in full.
10.2 All consents, approvals, authorizations, registrations, qualifications, and orders of, and filings with, any court, governmental agency, or body, and all third-party consents, necessary for the valid authorization, issuance, sale, and delivery of the Notes have been duly obtained and are in full force and effect, including without limitation the consent of Velthorn National Bank, N.A., as Administrative Agent under the ABL Revolving Credit Facility, to the incurrence of the Indebtedness represented by the Notes and the Guarantees, and the execution and delivery of the Intercreditor Agreement by the ABL Agent on behalf of the ABL secured parties.
10.3 The Notes have been made eligible for clearance and settlement through the book-entry facilities of The Depository Trust Company ("DTC") and the Notes will be issued in the form of one or more global notes registered in the name of Cede & Co., as nominee of DTC, in accordance with the terms of the Indenture.
10.4 The certificate of incorporation, memorandum and articles of association, certificate of formation, limited liability company agreement, bylaws, or other organizational documents of each Issuer and each Guarantor have not been amended, modified, restated, or supplemented since the date of the Purchase Agreement, except as previously disclosed in writing to the Initial Purchasers prior to the Closing Date. True, correct, and complete copies of all such organizational documents, as currently in effect, have been delivered to counsel for the Initial Purchasers.
Section 11. Pro Forma Financial Information
11.1 The pro forma financial information set forth in the Final Offering Memorandum under the captions "Summary — Summary Historical and Pro Forma Financial Data," "Capitalization," and "Unaudited Pro Forma Condensed Consolidated Financial Information" has been prepared on a reasonable basis, reflects adjustments that are factually supportable and directly attributable to the transactions described therein, and presents fairly in all material respects the pro forma financial condition and results of operations of Dunmore Energy Holdings Ltd. and its subsidiaries giving effect to the issuance and sale of the Notes and the application of the net proceeds therefrom as described under "Use of Proceeds." Such pro forma financial information reflects, among other things, the following:
(a) Post-Offering Total Debt: Approximately $1,720,000,000, consisting of (i) $470,000,000 outstanding under the ABL Revolving Credit Facility, (ii) $400,000,000 aggregate principal amount of remaining 7.50% Senior Unsecured Notes due 2028 (after giving effect to the partial repayment of $450,000,000 from the proceeds of the Notes), and (iii) $850,000,000 aggregate principal amount of the Notes.
(b) Pro Forma Gross Leverage: Approximately 2.11x, calculated as total debt of $1,720,000,000 divided by consolidated EBITDA for the twelve months ended December 31, 2024 of $816,000,000.
(c) Pro Forma Net Leverage: Approximately 1.88x, calculated as total net debt of $1,535,000,000 (total debt of $1,720,000,000 minus unrestricted cash and cash equivalents of $185,000,000) divided by consolidated EBITDA for the twelve months ended December 31, 2024 of $816,000,000.
(d) Pro Forma Semi-Annual Interest on the Notes: $39,843,750, calculated as $850,000,000 multiplied by 9.375% per annum divided by two.
The foregoing pro forma financial information does not purport to represent what the consolidated financial condition or results of operations of the Company and its subsidiaries would have been had the transactions described therein actually been completed as of the dates indicated, nor does it purport to project the consolidated financial condition or results of operations of the Company and its subsidiaries for any future period.
SCHEDULE A
LIST OF GUARANTORS
Each of the foregoing Guarantors is a direct or indirect subsidiary of Dunmore Energy Holdings Ltd. and has executed and delivered the Indenture and the applicable Guarantees and Security Documents in accordance with the terms of the Purchase Agreement.
SIGNATURE PAGE TO OFFICERS' CERTIFICATE
IN WITNESS WHEREOF, the undersigned have executed and delivered this Officers' Certificate as of the date first written above, in their respective capacities as officers of Dunmore Energy Holdings Ltd. and not in their individual capacities.
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Marcus Ellingham
Title: Chief Executive Officer
Signing on behalf of each of the Issuers and confirming authorization to sign on behalf of each Guarantor listed on Schedule A hereto as an authorized officer and representative thereof.
Date: May 15, 2025
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: Deepa Rajaram
Title: Chief Financial Officer
Signing on behalf of each of the Issuers and confirming authorization to sign on behalf of each Guarantor listed on Schedule A hereto as an authorized officer and representative thereof.
Date: May 15, 2025
NOTARIAL ACKNOWLEDGMENT
STATE OF NEW YORK COUNTY OF NEW YORK
On this 15th day of May, 2025, before me, the undersigned notary public, personally appeared Marcus Ellingham and Deepa Rajaram, each personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the foregoing Officers' Certificate, and each acknowledged to me that they executed the same in their authorized capacities as officers of Dunmore Energy Holdings Ltd. and that by their signatures on the instrument, the entity on behalf of which they acted executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public
Name: ________
Commission No.: ________ My Commission Expires: ________
[NOTARIAL SEAL]
EXHIBIT AND ATTACHMENT REFERENCES
The following documents are referenced in and form the basis for the certifications set forth in this Officers' Certificate. Copies of each such document have been delivered to the Initial Purchasers and their counsel in connection with the closing of the transactions contemplated by the Purchase Agreement:
1.  Purchase Agreement, dated as of May 12, 2025, by and among the Issuers, the Guarantors, and the Initial Purchasers. See Section 3 (Representations and Warranties of the Issuers and the Guarantors) and Section 6 (Conditions Precedent to Closing), including Sections 6(a) through 6(q) thereof, which set forth the conditions precedent to the obligations of the Initial Purchasers being certified herein.
2.  Indenture, dated as of May 15, 2025, by and among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, governing the terms of the 9.375% Senior Secured Notes due 2032.
3.  Final Offering Memorandum, dated May 14, 2025, relating to the offering of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032.
4.  Preliminary Offering Memorandum, dated April 28, 2025, as referenced in Section 3 of this Certificate.
5.  Registration Rights Agreement, dated as of May 15, 2025, by and among the Issuers, the Guarantors, and the Initial Purchasers.
6.  Intercreditor Agreement, dated as of May 15, 2025, by and among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors.
7.  Security Documents, as described in Section 2.2(b) of this Certificate.
This Officers' Certificate is delivered solely for the benefit of the Initial Purchasers as a condition precedent to closing under the Purchase Agreement and may not be relied upon by any other person or entity without the prior written consent of the Issuers and the Initial Purchasers. The certifications contained herein are made as of the Closing Date and speak only as of such date. Nothing in this Certificate shall be deemed to expand the representations and warranties set forth in the Purchase Agreement or to create any independent obligation of the Issuers or the Guarantors beyond those set forth in the Transaction Documents.
Guarantor Entity | Entity Type | Jurisdiction of Incorporation/Formation | Governing Authority
Dunmore Nigeria E&P Ltd. | Limited company | Federal Republic of Nigeria | Corporate Affairs Commission (CAC)
Dunmore Gulf Operations LLC | Limited liability company | State of Delaware | Delaware Division of Corporations
Dunmore Renewables LLC | Limited liability company | State of Delaware | Delaware Division of Corporations
Dunmore Senegal S.A. | Société anonyme (S.A.) | Republic of Senegal | Registre du Commerce et du Crédit Mobilier
Dunmore Midstream Holdings Inc. | Corporation | State of Delaware | Delaware Division of Corporations
Dunmore Trading Ltd. | Private limited company | England and Wales | Companies House

OFFICERS' CERTIFICATE

OFFICERS' CERTIFICATE

SCHEDULE A

LIST OF GUARANTORS

SIGNATURE PAGE TO OFFICERS' CERTIFICATE

DUNMORE ENERGY HOLDINGS LTD.

DUNMORE ENERGY HOLDINGS LTD.

NOTARIAL ACKNOWLEDGMENT

STATE OF NEW YORK COUNTY OF NEW YORK

EXHIBIT AND ATTACHMENT REFERENCES

Record

Parties

Dates

Amounts