Nathan,
I hope you had a good weekend. Thank you again for delivering the Barrisford ESG data package in connection with the Offering Memorandum for the $850,000,000 9.375% Senior Secured Notes due 2032 offering by Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp. We are currently conducting our fact-verification review of the Environmental and Social Responsibility section and related ESG risk factors in the OM and have identified several data points that require clarification or additional backup documentation. I've set these out below.
**1. Scope 1 GHG Emissions Methodology**
The OM states Scope 1 GHG emissions for FY 2024 of 1.42 million metric tons CO₂e. We would appreciate confirmation and clarification on the following:
- **Methodology:** Could you confirm the methodology used to calculate this figure — specifically, whether it is based on EPA GHG reporting protocols, the API Compendium, the GHG Protocol Corporate Standard, or another framework?
- **Consolidation Scope:** Can you clarify whether the 1.42 million metric tons figure is consolidated across all Dunmore operations — i.e., OML 47 and OML 63 in Nigeria, the Cayar Offshore Block in Senegal, the Green Canyon and Garden Banks deepwater leases in the Gulf of Mexico, and the 220 MW West Texas solar portfolio under Dunmore Renewables LLC — or whether any operations are excluded from that total?
- **JV Interests:** Does the figure include emissions from third-party operated joint ventures where Dunmore holds a non-operating interest?
- **Workpapers:** We would like to obtain the underlying calculation workpapers or a methodology summary document that we can retain in our OM backup files. If a formal methodology memo exists, that would be ideal.
**2. Scope 2 GHG Emissions**
The data package reports Scope 2 emissions of 0.18 million metric tons CO₂e for FY 2024. Could you confirm whether this was calculated on a location-based or market-based approach? We'd also appreciate your view on whether this distinction should be disclosed in the OM, as we are seeing increasing market practice to specify the methodology.
**3. Methane Flaring Intensity Calculation**
The OM draft states a methane flaring intensity of 3.8 m³/boe versus an industry average of 5.1 m³/boe. A few questions on this:
- **Scope of the 3.8 m³/boe Figure:** Does this cover only the Nigerian operations (OML 47 and OML 63, which we understand are the primary flaring sources) or the entire Dunmore upstream portfolio?
- **Industry Average Benchmark:** What is the source of the 5.1 m³/boe industry average — which industry dataset or publication was used, and what is the applicable year of the comparison data?
- **Measurement Basis:** Is the flaring intensity metric measured on a gross or net-equity basis?
**4. Community Development Spend in Nigeria**
The OM states community development spend in Nigeria of $14.2 million for FY 2024. We have the following questions:
- **Category Breakdown:** Could you provide a breakdown of the $14.2 million by category (e.g., infrastructure, education, healthcare, environmental remediation, host community trust contributions)?
- **Entity Scope:** Does this figure relate solely to expenditures by Dunmore Nigeria E&P Ltd., or does it also include contributions by JV partners or amounts attributable to regulatory requirements under the Nigerian Petroleum Industry Act?
- **Audit Status:** Is the $14.2 million figure audited, or is it derived from management estimates? Has Alverton & Co. LLP reviewed this figure in connection with its audit of the FY 2024 financial statements?
**5. Net-Zero by 2050 Commitment**
We are reviewing the forward-looking statement safe-harbor protections applicable to the net-zero by 2050 commitment language included in the OM. Could you confirm that the commitment language in the Barrisford data package aligns with what Dunmore management has formally approved? We would also appreciate receiving any board-level documentation (e.g., board resolutions, committee minutes) or public announcements supporting the commitment that Barrisford relied upon in preparing the data package.
**Timing**
As you know, the Preliminary OM was distributed today, and the road-show is scheduled to commence on May 5. In order to finalize our OM backup memorandum on a timely basis, we would appreciate receiving your responses and any supporting documentation by **close of business Wednesday, April 30, 2025**. I recognize that is a tight turnaround — if it would be more efficient to walk through any of these items on a call, Jennifer, Eric, and I are happy to find a time that works for you.
For reference, the items flagged above correspond to the open items on our ESG Data Verification Checklist. You should already have the current draft of the Environmental and Social Responsibility section as circulated with the Preliminary OM; please let me know if you need us to recirculate.
Thank you for the thorough data package and for all of Barrisford's work on this engagement. We appreciate it, and please don't hesitate to reach out with any questions.
Best regards,
Claire Dempsey Associate Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 T: (212) 558-3846 E: cdempsey@calderwoodharkness.com
Matter No. 1016-00003
---
CONFIDENTIALITY NOTICE: This email message and any attachments are confidential, may be privileged, and are intended solely for the use of the addressee(s) named above. If you are not an intended recipient, or the person responsible for delivering this message to an intended recipient, you are hereby notified that any review, disclosure, copying, distribution, or use of this email message or any attachment is strictly prohibited. If you have received this message in error, please immediately notify the sender by reply email and permanently delete the original message and any attachments. Thank you.