1016-00003 · Client 1016 · Correspondence

letter-sc-to-ridgeline-opinions.docx DOCUMENT Capital Markets

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

May 15, 2025

Thomas Whitford Head of Energy Capital Markets Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, NY 10179

Re: $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032 (the "Notes") of Dunmore Energy Holdings Ltd. ("DEH" or the "Issuer") and Dunmore upstream Finance Corp. ("DUFC" or the "Co-Issuer," and together with DEH, the "Issuers") — Delivery of 10b-5 Disclosure Letter and Closing Opinion Package

Matter No. 1016-00003

CUSIP (144A): 265387 AA 5

Dear Mr. Whitford:

I. Introduction

We refer to the Purchase Agreement dated as of May 12, 2025 (the "Purchase Agreement") among (i) Dunmore Energy Holdings Ltd., a Cayman Islands exempted company ("DEH" or the "Issuer"), and Dunmore upstream Finance Corp., a Delaware corporation ("DUFC" or the "Co-Issuer," and together with DEH, the "Issuers"), (ii) the Guarantors named therein (each as defined below), and (iii) Ridgeline Capital Markets LLC, acting as Lead Initial Purchaser and Lead Left Bookrunner, Clarion Securities Inc., acting as Joint Bookrunner, and Pinnacle Partners LLC, acting as Co-Manager (collectively, the "Initial Purchasers"), pursuant to which the Issuers have agreed to issue and sell, and the Initial Purchasers have agreed to purchase, $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes").

Calderwood & Harkness LLP ("Calderwood & Harkness," "we," or "us") serves as counsel to the Issuers and the Guarantors in connection with the offering and sale of the Notes (i) pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to persons reasonably believed to be qualified institutional buyers ("QIBs") within the meaning of Rule 144A and (ii) pursuant to Regulation S under the Securities Act to non-U.S. persons (within the meaning of Regulation S) in offshore transactions (collectively, the "Offering"). The Notes are being issued pursuant to the Indenture dated as of May 15, 2025 (the "Indenture") among the Issuers, the Guarantors, and Northgate Trust Company, N.A., a national banking association, acting as Trustee and Collateral Agent (the "Trustee").

This letter is being delivered to you at the closing of the Offering on May 15, 2025 (the "Closing Date") in satisfaction of certain conditions precedent to the obligations of the Initial Purchasers set forth in Section 6 of the Purchase Agreement, including, without limitation, the conditions set forth in Sections 6(f), 6(g), and 6(h) thereof. This letter accompanies and transmits the deliverables described in Section III below.

II. Defined Terms

Capitalized terms used but not otherwise defined in this letter shall have the respective meanings assigned to such terms in the Purchase Agreement, the Indenture, or the Final Offering Memorandum dated May 14, 2025 (the "Final OM"), as applicable. In the event of any conflict among such definitions, the definitions set forth in the Purchase Agreement shall control for purposes of this letter.

As used herein, "Guarantors" means, collectively, the following entities, each of which has unconditionally guaranteed the Issuers' obligations under the Notes and the Indenture on a senior secured basis:

(a) Dunmore Nigeria E&P Ltd., a limited company organized under the laws of the Federal Republic of Nigeria;

(b) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware;

(d) Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal;

(e) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware; and

(f) Dunmore Trading Ltd., a private limited company organized under the laws of England and Wales.

As used herein, "Transaction Documents" means, collectively, the following agreements, instruments, and documents executed and delivered in connection with the Offering:

(i) the Indenture;

(ii) the Purchase Agreement;

(iii) the Registration Rights Agreement dated as of May 15, 2025, among the Issuers, the Guarantors, and the Initial Purchasers (the "Registration Rights Agreement");

(iv) the Collateral Agreement (U.S.) dated as of May 15, 2025, among the Issuers, the U.S. Guarantors (as defined therein), and Northgate Trust Company, N.A., as Collateral Agent, governed by the laws of the State of New York (the "U.S. Collateral Agreement");

(v) the Collateral Agreement (Nigeria) dated as of May 15, 2025, by Dunmore Nigeria E&P Ltd. in favor of Northgate Trust Company, N.A., as Collateral Agent, governed by the laws of the Federal Republic of Nigeria (the "Nigeria Collateral Agreement");

(vi) the Collateral Agreement (England) dated as of May 15, 2025, by Dunmore Trading Ltd. in favor of Northgate Trust Company, N.A., as Collateral Agent, governed by the laws of England and Wales (the "English Collateral Agreement");

(vii) the Collateral Agreement (Senegal) dated as of May 15, 2025, by Dunmore Senegal S.A. in favor of Northgate Trust Company, N.A., as Collateral Agent, governed by the laws of the Republic of Senegal (the "Senegal Collateral Agreement");

(viii) the Intercreditor Agreement dated as of May 15, 2025, among the Issuers, the Guarantors, Northgate Trust Company, N.A. (in its capacities as Trustee and Collateral Agent for the Notes), and the other parties thereto from time to time (the "Intercreditor Agreement");

(ix) the Paying Agency Agreement dated as of May 15, 2025, among the Issuers and Northgate Trust Company, N.A., as Paying Agent, Transfer Agent, and Registrar (the "Paying Agency Agreement"); and

(x) all certificates, instruments, notices, and other ancillary documents executed and delivered in connection with the Offering.

III. Documents Being Delivered

Enclosed herewith for delivery to Ridgeline Capital Markets LLC, on behalf of itself and the other Initial Purchasers (Clarion Securities Inc. and Pinnacle Partners LLC), are the following documents:

A. 10b-5 Disclosure Letter (Negative Assurance)

Enclosed as Enclosure 1 is a letter from Calderwood & Harkness LLP to the Initial Purchasers, dated as of May 15, 2025, providing customary negative assurance under Rule 10b-5 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the Final Offering Memorandum dated May 14, 2025 for the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "10b-5 Letter"). In the 10b-5 Letter, based upon and subject to the assumptions, qualifications, and limitations stated therein, we advise the Initial Purchasers that, having participated in the preparation of the Final OM (including the documents incorporated therein by reference) and having conducted such inquiries and reviews as we deemed appropriate in the circumstances, no facts have come to our attention that cause us to believe that the Final OM, as of its date and as of the Closing Date (in each case, other than the financial statements and other financial and statistical data, reserve data, and production estimates contained or incorporated therein, as to which we express no view), contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The 10b-5 Letter is subject to the customary assumptions, qualifications, and limitations set forth therein, including, without limitation, the limitations relating to (i) our role as counsel to the Issuers and the Guarantors and the scope of our engagement, (ii) the distinction between "negative assurance" and a guarantee or certification as to the accuracy or completeness of the Final OM, (iii) the exclusion of financial statements, schedules, and other financial and statistical data (including reserve reports prepared by independent petroleum engineers) from the scope of our review, and (iv) the temporal limitation of our statement to the date of issuance of the letter.

The 10b-5 Letter is addressed to each of the Initial Purchasers — namely, Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC — and may not be relied upon by, quoted to, or delivered to any other person or entity without the prior written consent of Calderwood & Harkness LLP.

B. New York Law Enforceability Opinion

Enclosed as Enclosure 2 is an opinion of Calderwood & Harkness LLP addressed to the Initial Purchasers, dated as of the Closing Date, May 15, 2025, regarding the due authorization, execution, delivery, and enforceability under the laws of the State of New York of each of the following agreements:

(i) the Indenture, including the Notes issued thereunder;

(ii) the Purchase Agreement;

(iii) the Registration Rights Agreement; and

(iv) the Collateral Agreement (U.S.) — i.e., the pledge and security agreement governed by the laws of the State of New York among the Issuers, 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.

The enforceability opinion confirms, among other things, that each of the foregoing agreements constitutes a legal, valid, and binding obligation of each of the Issuers and the U.S. Guarantors party thereto, enforceable against each such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law), and the discretion of courts in granting equitable remedies. The opinion is further subject to the assumptions, qualifications, and exceptions customarily included in enforceability opinions of this nature, as more fully set forth therein.

C. Corporate Authorization Opinion (DUFC and U.S. Guarantors)

Enclosed as Enclosure 3 is an opinion of Calderwood & Harkness LLP addressed to the Initial Purchasers, dated as of the Closing Date, May 15, 2025, covering the due organization, valid existence, good standing (where applicable), and corporate or limited liability company power and authority of the following entities:

(i) Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware (EIN: 93-4728106; registered agent: Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005);

(ii) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware;

(iii) Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware; and

(iv) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware.

This opinion addresses, with respect to each such entity, (a) its due organization or formation and valid existence under the laws of the State of Delaware, (b) its good standing in the State of Delaware, as evidenced by certificates of good standing obtained from the Office of the Secretary of State of the State of Delaware, (c) its corporate or limited liability company power and authority to execute, deliver, and perform its obligations under the applicable Transaction Documents, and (d) the due authorization by all requisite corporate or limited liability company action of the execution, delivery, and performance of such Transaction Documents and, in the case of DUFC, the issuance of the Notes as Co-Issuer, and in the case of the U.S. Guarantors, the execution and delivery of the respective guarantees and security documents.

D. Securities Law / No-Registration Opinion

Enclosed as Enclosure 4 is an opinion of Calderwood & Harkness LLP addressed to the Initial Purchasers, dated as of the Closing Date, May 15, 2025, confirming that the offer and sale of the Notes by the Issuers to the Initial Purchasers, and the resale of the Notes by the Initial Purchasers to subsequent purchasers, need not be registered under the Securities Act, in reliance on the exemptions from the registration requirements of the Securities Act afforded by:

(i) Section 4(a)(2) of the Securities Act, with respect to the offer and sale of the Notes by the Issuers to the Initial Purchasers;

(ii) Rule 144A under the Securities Act, with respect to the offer and resale of the Notes by the Initial Purchasers (or by subsequent holders) to persons reasonably believed to be QIBs; and

(iii) Regulation S under the Securities Act, with respect to offers and sales of the Notes to non-U.S. persons in offshore transactions in accordance with the requirements of Regulation S.

This opinion is subject to (a) compliance by the Initial Purchasers with the offering restrictions, transfer restrictions, and procedural requirements set forth in the Purchase Agreement and the Final OM, including, without limitation, the restrictions set forth under the caption "Notice to Investors" and "Transfer Restrictions" in the Final OM, and (b) the assumptions that (1) neither the Issuers nor any person acting on their behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Notes and (2) the Initial Purchasers have complied and will comply with the restrictions and procedures set forth in the Purchase Agreement, including, without limitation, their representations, warranties, and agreements contained in Section 3 thereof.

IV. Additional Closing Opinions Delivered Separately

For completeness, we note that the following additional opinions of local counsel to the Issuers and the Guarantors are being delivered separately to the Initial Purchasers at the Closing on the Closing Date, and copies of each such opinion (in substantially final draft form) have been previously circulated to Whitfield Baxter & Cohn LLP (Attn: Harrison Cates, Lead Partner) as counsel to the Initial Purchasers for review and comment:

(a) Kincaid & Moreau LLP (Nigel Ashworth, Partner) — A Cayman Islands law opinion regarding the due incorporation, legal existence, capacity, corporate power and authority, no conflict, and enforceability with respect to Dunmore Energy Holdings Ltd. as a Cayman Islands exempted company (Cayman Islands Registrar of Companies Registry No. MC-384726). This opinion addresses, among other things, the validity and binding nature of the Indenture, the Notes, the Purchase Agreement, and the other Transaction Documents to which DEH is a party under the laws of the Cayman Islands, and confirms that no governmental consents, approvals, or filings are required in the Cayman Islands in connection with the execution, delivery, and performance of such Transaction Documents other than those that have been obtained or made.

(b) Abayomi Chambers (Chidinma Okafor, Senior Partner) — A Nigerian law opinion regarding Dunmore Nigeria E&P Ltd., including (i) the due incorporation and valid existence of Dunmore Nigeria E&P Ltd. under the laws of the Federal Republic of Nigeria, (ii) the validity and enforceability of the guarantee issued by Dunmore Nigeria E&P Ltd. and the debenture/fixed and floating charge granted by Dunmore Nigeria E&P Ltd. in favor of the Collateral Agent over its assets located in Nigeria, (iii) compliance with the applicable regulatory requirements of the Department of Petroleum Resources ("DPR") and the Nigerian National Petroleum Corporation ("NNPC") with respect to OML 47 and OML 63, and (iv) the absence of any ministerial consent requirement under the Petroleum Industry Act 2021 that has not been duly satisfied.

(c) Cresswell & Greaves LLP (Fiona Halsted, Partner) — An English law opinion regarding Dunmore Trading Ltd., including (i) the due incorporation and valid existence of Dunmore Trading Ltd. under the laws of England and Wales, (ii) the corporate power and authority of Dunmore Trading Ltd. to enter into the guarantee and the English law debenture, and (iii) the enforceability of the guarantee and the English law debenture (including the fixed and floating charges created thereby) against Dunmore Trading Ltd. in accordance with their respective terms, subject to the customary qualifications under English law, including those relating to the Insolvency Act 1986 (as amended) and the Companies Act 2006.

(d) Theron Moss & Associates SARL (Moustapha Sy, Managing Partner) — A Senegalese law opinion regarding Dunmore Senegal S.A., including (i) the due incorporation and valid existence of Dunmore Senegal S.A. under the laws of the Republic of Senegal, (ii) compliance with the terms and conditions of the production sharing contract ("PSC") for the Cayar Offshore Block, including any consent or notification requirements thereunder in connection with the granting of security, (iii) the validity and enforceability of the guarantee issued by Dunmore Senegal S.A. and the nantissement (pledge) and cession fiduciaire (fiduciary transfer) granted by Dunmore Senegal S.A. in favor of the Collateral Agent over its rights under the PSC and related assets, and (iv) compliance with applicable Senegalese foreign exchange control regulations and the OHADA Uniform Act on Secured Transactions.

(e) Northgate Trust Company, N.A. (In-House Counsel) — An in-house counsel opinion regarding (i) the due organization and valid existence of Northgate Trust Company, N.A. as a national banking association organized under the laws of the United States and subject to supervision by the Office of the Comptroller of the Currency, (ii) its authority to act as Trustee and Collateral Agent under the Indenture and the Security Documents, and (iii) the due execution and delivery by Northgate Trust Company, N.A. of the Indenture, the Collateral Agreements, the Intercreditor Agreement, and the Paying Agency Agreement. The form of this opinion has been reviewed by Calderwood & Harkness.

The foregoing opinions described in clauses (a) through (e) above are not enclosed with this letter but are being delivered directly to the Initial Purchasers and to Whitfield Baxter & Cohn LLP by the respective firms and in-house counsel on the Closing Date. We express no opinion as to the laws of any jurisdiction other than the federal laws of the United States and the laws of the State of New York, and we have not independently verified the conclusions reached in any of the foregoing local law opinions.

V. Tax Memorandum

We note for the record that a Tax Memorandum prepared by Leonard Cross, Specialist Partner, Tax, of Calderwood & Harkness LLP (the "Tax Memorandum"), addressing, among other things, (i) the U.S. federal income tax treatment of the Notes (including original issue discount ("OID") in the amount of $12,750,000, representing approximately 1.50% of the $850,000,000 aggregate principal amount of the Notes at par), (ii) withholding tax considerations arising from the domicile of DEH as an issuer organized under the laws of the Cayman Islands, and (iii) implications under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (commonly referred to as "FATCA"), was delivered separately to Dunmore Energy Holdings Ltd. on May 13, 2025.

The Tax Memorandum is addressed to, and was prepared for the benefit of, DEH and its board of directors and is not addressed to, and is not for the benefit of, the Initial Purchasers. The Initial Purchasers may not rely upon the Tax Memorandum and should consult their own tax advisors. However, for the avoidance of doubt, the tax disclosure set forth in the Final OM under the caption "Certain United States Federal Income Tax Considerations" and "Certain Cayman Islands Tax Considerations" was prepared by Calderwood & Harkness on the basis of the analysis set forth in the Tax Memorandum and has been reviewed and approved by Mr. Cross.

VI. Distribution to Other Initial Purchasers

We respectfully request that Ridgeline Capital Markets LLC distribute copies of the enclosed deliverables (Enclosures 1 through 4) to each of the other Initial Purchasers as follows:

(a) Clarion Securities Inc.

Attn: Derek Holmgren

One Financial Center Boston, MA 02111

(b) Pinnacle Partners LLC

Attn: Julia Song

200 West Street, Suite 4400 New York, NY 10282

In the alternative, if any Initial Purchaser would prefer to receive separate originals of any or all of the enclosed deliverables directly from Calderwood & Harkness, please so advise us and we will arrange for delivery promptly.

VII. Copies to Initial Purchasers' Counsel

Copies of all enclosed deliverables (Enclosures 1 through 4) are being simultaneously transmitted to Whitfield Baxter & Cohn LLP, counsel to the Initial Purchasers, at the following address:

Whitfield Baxter & Cohn LLP

Attn: Harrison Cates; Priya Naveen

51 West 52nd Street New York, NY 10019

VIII. Reliance and Limitations

Each opinion and the 10b-5 disclosure letter enclosed herewith is subject in all respects to the assumptions, qualifications, exceptions, and limitations set forth therein. We urge the Initial Purchasers and their counsel to review each such document carefully and in its entirety.

The opinions and the 10b-5 disclosure letter are rendered solely for the benefit of the addressees identified therein in connection with the transactions described therein and in the Transaction Documents, and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP in each instance. Without limiting the generality of the foregoing, no purchaser of Notes from the Initial Purchasers may rely on any of the opinions or the 10b-5 disclosure letter.

Each opinion and the 10b-5 disclosure letter speaks only as of the Closing Date, May 15, 2025, and Calderwood & Harkness LLP assumes no obligation, and expressly disclaims any obligation, to update, supplement, or revise any opinion or letter to reflect any changes in law, facts, or circumstances that may occur or come to our attention after the Closing Date.

IX. Contact Information

Any questions regarding the enclosed deliverables or any other aspect of the Closing should be directed to:

Jennifer Kwon Partner, Capital Markets Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4312

Email: jennifer.kwon@calderwoodharkness.com

Eric Johannsen Lead Associate, Capital Markets Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4587

Email: eric.johannsen@calderwoodharkness.com

We appreciate your cooperation throughout this transaction and look forward to the successful completion of the Closing.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Jennifer Kwon Partner

Enclosures:

1. 10b-5 Disclosure Letter (Negative Assurance) dated May 15, 2025

2. Opinion — New York Law Enforceability (Indenture, Purchase Agreement, Registration Rights Agreement, U.S. Collateral Agreement)

3. Opinion — Corporate Authorization (Dunmore upstream Finance Corp. and U.S. Guarantors)

4. Opinion — Securities Law / No-Registration (Rule 144A and Regulation S)

cc: (via email and overnight courier)

Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd., 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056

Deepa Rajaram, Chief Financial Officer, Dunmore Energy Holdings Ltd., 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056

Harrison Cates, Whitfield Baxter & Cohn LLP, 51 West 52nd Street, New York, NY 10019

Priya Naveen, Whitfield Baxter & Cohn LLP, 51 West 52nd Street, New York, NY 10019

Simone Achterberg, Ridgeline Capital Markets LLC, 383 Madison Avenue, 22nd Floor, New York, NY 10179

Derek Holmgren, Clarion Securities Inc., One Financial Center, Boston, MA 02111

Julia Song, Pinnacle Partners LLC, 200 West Street, Suite 4400, New York, NY 10282

William Kerrigan, Northgate Trust Company, N.A., 100 Wall Street, Suite 1600, New York, NY 10005

Theodore Langston, Calderwood & Harkness LLP (billing partner file copy)

Claire Dempsey, Calderwood & Harkness LLP (working file copy)

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
May 15, 2025
Thomas Whitford Head of Energy Capital Markets Ridgeline Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, NY 10179
Re: $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032 (the "Notes") of Dunmore Energy Holdings Ltd. ("DEH" or the "Issuer") and Dunmore upstream Finance Corp. ("DUFC" or the "Co-Issuer," and together with DEH, the "Issuers") — Delivery of 10b-5 Disclosure Letter and Closing Opinion Package
Matter No. 1016-00003
CUSIP (144A): 265387 AA 5 | CUSIP (Reg S): C2085R AA 2 ISIN (144A): US265387AA51 | ISIN (Reg S): USC2085RAA24
Dear Mr. Whitford:
I. Introduction
We refer to the Purchase Agreement dated as of May 12, 2025 (the "Purchase Agreement") among (i) Dunmore Energy Holdings Ltd., a Cayman Islands exempted company ("DEH" or the "Issuer"), and Dunmore upstream Finance Corp., a Delaware corporation ("DUFC" or the "Co-Issuer," and together with DEH, the "Issuers"), (ii) the Guarantors named therein (each as defined below), and (iii) Ridgeline Capital Markets LLC, acting as Lead Initial Purchaser and Lead Left Bookrunner, Clarion Securities Inc., acting as Joint Bookrunner, and Pinnacle Partners LLC, acting as Co-Manager (collectively, the "Initial Purchasers"), pursuant to which the Issuers have agreed to issue and sell, and the Initial Purchasers have agreed to purchase, $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes").
Calderwood & Harkness LLP ("Calderwood & Harkness," "we," or "us") serves as counsel to the Issuers and the Guarantors in connection with the offering and sale of the Notes (i) pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to persons reasonably believed to be qualified institutional buyers ("QIBs") within the meaning of Rule 144A and (ii) pursuant to Regulation S under the Securities Act to non-U.S. persons (within the meaning of Regulation S) in offshore transactions (collectively, the "Offering"). The Notes are being issued pursuant to the Indenture dated as of May 15, 2025 (the "Indenture") among the Issuers, the Guarantors, and Northgate Trust Company, N.A., a national banking association, acting as Trustee and Collateral Agent (the "Trustee").
This letter is being delivered to you at the closing of the Offering on May 15, 2025 (the "Closing Date") in satisfaction of certain conditions precedent to the obligations of the Initial Purchasers set forth in Section 6 of the Purchase Agreement, including, without limitation, the conditions set forth in Sections 6(f), 6(g), and 6(h) thereof. This letter accompanies and transmits the deliverables described in Section III below.
II. Defined Terms
Capitalized terms used but not otherwise defined in this letter shall have the respective meanings assigned to such terms in the Purchase Agreement, the Indenture, or the Final Offering Memorandum dated May 14, 2025 (the "Final OM"), as applicable. In the event of any conflict among such definitions, the definitions set forth in the Purchase Agreement shall control for purposes of this letter.
As used herein, "Guarantors" means, collectively, the following entities, each of which has unconditionally guaranteed the Issuers' obligations under the Notes and the Indenture on a senior secured basis:
(a) Dunmore Nigeria E&P Ltd., a limited company organized under the laws of the Federal Republic of Nigeria;
(b) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware;
(c) Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware;
(d) Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal;
(e) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware; and
(f) Dunmore Trading Ltd., a private limited company organized under the laws of England and Wales.
As used herein, "Transaction Documents" means, collectively, the following agreements, instruments, and documents executed and delivered in connection with the Offering:
(i) the Indenture;
(ii) the Purchase Agreement;
(iii) the Registration Rights Agreement dated as of May 15, 2025, among the Issuers, the Guarantors, and the Initial Purchasers (the "Registration Rights Agreement");
(iv) the Collateral Agreement (U.S.) dated as of May 15, 2025, among the Issuers, the U.S. Guarantors (as defined therein), and Northgate Trust Company, N.A., as Collateral Agent, governed by the laws of the State of New York (the "U.S. Collateral Agreement");
(v) the Collateral Agreement (Nigeria) dated as of May 15, 2025, by Dunmore Nigeria E&P Ltd. in favor of Northgate Trust Company, N.A., as Collateral Agent, governed by the laws of the Federal Republic of Nigeria (the "Nigeria Collateral Agreement");
(vi) the Collateral Agreement (England) dated as of May 15, 2025, by Dunmore Trading Ltd. in favor of Northgate Trust Company, N.A., as Collateral Agent, governed by the laws of England and Wales (the "English Collateral Agreement");
(vii) the Collateral Agreement (Senegal) dated as of May 15, 2025, by Dunmore Senegal S.A. in favor of Northgate Trust Company, N.A., as Collateral Agent, governed by the laws of the Republic of Senegal (the "Senegal Collateral Agreement");
(viii) the Intercreditor Agreement dated as of May 15, 2025, among the Issuers, the Guarantors, Northgate Trust Company, N.A. (in its capacities as Trustee and Collateral Agent for the Notes), and the other parties thereto from time to time (the "Intercreditor Agreement");
(ix) the Paying Agency Agreement dated as of May 15, 2025, among the Issuers and Northgate Trust Company, N.A., as Paying Agent, Transfer Agent, and Registrar (the "Paying Agency Agreement"); and
(x) all certificates, instruments, notices, and other ancillary documents executed and delivered in connection with the Offering.
III. Documents Being Delivered
Enclosed herewith for delivery to Ridgeline Capital Markets LLC, on behalf of itself and the other Initial Purchasers (Clarion Securities Inc. and Pinnacle Partners LLC), are the following documents:
A. 10b-5 Disclosure Letter (Negative Assurance)
Enclosed as Enclosure 1 is a letter from Calderwood & Harkness LLP to the Initial Purchasers, dated as of May 15, 2025, providing customary negative assurance under Rule 10b-5 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the Final Offering Memorandum dated May 14, 2025 for the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "10b-5 Letter"). In the 10b-5 Letter, based upon and subject to the assumptions, qualifications, and limitations stated therein, we advise the Initial Purchasers that, having participated in the preparation of the Final OM (including the documents incorporated therein by reference) and having conducted such inquiries and reviews as we deemed appropriate in the circumstances, no facts have come to our attention that cause us to believe that the Final OM, as of its date and as of the Closing Date (in each case, other than the financial statements and other financial and statistical data, reserve data, and production estimates contained or incorporated therein, as to which we express no view), contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The 10b-5 Letter is subject to the customary assumptions, qualifications, and limitations set forth therein, including, without limitation, the limitations relating to (i) our role as counsel to the Issuers and the Guarantors and the scope of our engagement, (ii) the distinction between "negative assurance" and a guarantee or certification as to the accuracy or completeness of the Final OM, (iii) the exclusion of financial statements, schedules, and other financial and statistical data (including reserve reports prepared by independent petroleum engineers) from the scope of our review, and (iv) the temporal limitation of our statement to the date of issuance of the letter.
The 10b-5 Letter is addressed to each of the Initial Purchasers — namely, Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC — and may not be relied upon by, quoted to, or delivered to any other person or entity without the prior written consent of Calderwood & Harkness LLP.
B. New York Law Enforceability Opinion
Enclosed as Enclosure 2 is an opinion of Calderwood & Harkness LLP addressed to the Initial Purchasers, dated as of the Closing Date, May 15, 2025, regarding the due authorization, execution, delivery, and enforceability under the laws of the State of New York of each of the following agreements:
(i) the Indenture, including the Notes issued thereunder;
(ii) the Purchase Agreement;
(iii) the Registration Rights Agreement; and
(iv) the Collateral Agreement (U.S.) — i.e., the pledge and security agreement governed by the laws of the State of New York among the Issuers, 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.
The enforceability opinion confirms, among other things, that each of the foregoing agreements constitutes a legal, valid, and binding obligation of each of the Issuers and the U.S. Guarantors party thereto, enforceable against each such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law), and the discretion of courts in granting equitable remedies. The opinion is further subject to the assumptions, qualifications, and exceptions customarily included in enforceability opinions of this nature, as more fully set forth therein.
C. Corporate Authorization Opinion (DUFC and U.S. Guarantors)
Enclosed as Enclosure 3 is an opinion of Calderwood & Harkness LLP addressed to the Initial Purchasers, dated as of the Closing Date, May 15, 2025, covering the due organization, valid existence, good standing (where applicable), and corporate or limited liability company power and authority of the following entities:
(i) Dunmore upstream Finance Corp., a corporation organized under the laws of the State of Delaware (EIN: 93-4728106; registered agent: Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005);
(ii) Dunmore Gulf Operations LLC, a limited liability company organized under the laws of the State of Delaware;
(iii) Dunmore Renewables LLC, a limited liability company organized under the laws of the State of Delaware; and
(iv) Dunmore Midstream Holdings Inc., a corporation organized under the laws of the State of Delaware.
This opinion addresses, with respect to each such entity, (a) its due organization or formation and valid existence under the laws of the State of Delaware, (b) its good standing in the State of Delaware, as evidenced by certificates of good standing obtained from the Office of the Secretary of State of the State of Delaware, (c) its corporate or limited liability company power and authority to execute, deliver, and perform its obligations under the applicable Transaction Documents, and (d) the due authorization by all requisite corporate or limited liability company action of the execution, delivery, and performance of such Transaction Documents and, in the case of DUFC, the issuance of the Notes as Co-Issuer, and in the case of the U.S. Guarantors, the execution and delivery of the respective guarantees and security documents.
D. Securities Law / No-Registration Opinion
Enclosed as Enclosure 4 is an opinion of Calderwood & Harkness LLP addressed to the Initial Purchasers, dated as of the Closing Date, May 15, 2025, confirming that the offer and sale of the Notes by the Issuers to the Initial Purchasers, and the resale of the Notes by the Initial Purchasers to subsequent purchasers, need not be registered under the Securities Act, in reliance on the exemptions from the registration requirements of the Securities Act afforded by:
(i) Section 4(a)(2) of the Securities Act, with respect to the offer and sale of the Notes by the Issuers to the Initial Purchasers;
(ii) Rule 144A under the Securities Act, with respect to the offer and resale of the Notes by the Initial Purchasers (or by subsequent holders) to persons reasonably believed to be QIBs; and
(iii) Regulation S under the Securities Act, with respect to offers and sales of the Notes to non-U.S. persons in offshore transactions in accordance with the requirements of Regulation S.
This opinion is subject to (a) compliance by the Initial Purchasers with the offering restrictions, transfer restrictions, and procedural requirements set forth in the Purchase Agreement and the Final OM, including, without limitation, the restrictions set forth under the caption "Notice to Investors" and "Transfer Restrictions" in the Final OM, and (b) the assumptions that (1) neither the Issuers nor any person acting on their behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Notes and (2) the Initial Purchasers have complied and will comply with the restrictions and procedures set forth in the Purchase Agreement, including, without limitation, their representations, warranties, and agreements contained in Section 3 thereof.
IV. Additional Closing Opinions Delivered Separately
For completeness, we note that the following additional opinions of local counsel to the Issuers and the Guarantors are being delivered separately to the Initial Purchasers at the Closing on the Closing Date, and copies of each such opinion (in substantially final draft form) have been previously circulated to Whitfield Baxter & Cohn LLP (Attn: Harrison Cates, Lead Partner) as counsel to the Initial Purchasers for review and comment:
(a) Kincaid & Moreau LLP (Nigel Ashworth, Partner) — A Cayman Islands law opinion regarding the due incorporation, legal existence, capacity, corporate power and authority, no conflict, and enforceability with respect to Dunmore Energy Holdings Ltd. as a Cayman Islands exempted company (Cayman Islands Registrar of Companies Registry No. MC-384726). This opinion addresses, among other things, the validity and binding nature of the Indenture, the Notes, the Purchase Agreement, and the other Transaction Documents to which DEH is a party under the laws of the Cayman Islands, and confirms that no governmental consents, approvals, or filings are required in the Cayman Islands in connection with the execution, delivery, and performance of such Transaction Documents other than those that have been obtained or made.
(b) Abayomi Chambers (Chidinma Okafor, Senior Partner) — A Nigerian law opinion regarding Dunmore Nigeria E&P Ltd., including (i) the due incorporation and valid existence of Dunmore Nigeria E&P Ltd. under the laws of the Federal Republic of Nigeria, (ii) the validity and enforceability of the guarantee issued by Dunmore Nigeria E&P Ltd. and the debenture/fixed and floating charge granted by Dunmore Nigeria E&P Ltd. in favor of the Collateral Agent over its assets located in Nigeria, (iii) compliance with the applicable regulatory requirements of the Department of Petroleum Resources ("DPR") and the Nigerian National Petroleum Corporation ("NNPC") with respect to OML 47 and OML 63, and (iv) the absence of any ministerial consent requirement under the Petroleum Industry Act 2021 that has not been duly satisfied.
(c) Cresswell & Greaves LLP (Fiona Halsted, Partner) — An English law opinion regarding Dunmore Trading Ltd., including (i) the due incorporation and valid existence of Dunmore Trading Ltd. under the laws of England and Wales, (ii) the corporate power and authority of Dunmore Trading Ltd. to enter into the guarantee and the English law debenture, and (iii) the enforceability of the guarantee and the English law debenture (including the fixed and floating charges created thereby) against Dunmore Trading Ltd. in accordance with their respective terms, subject to the customary qualifications under English law, including those relating to the Insolvency Act 1986 (as amended) and the Companies Act 2006.
(d) Theron Moss & Associates SARL (Moustapha Sy, Managing Partner) — A Senegalese law opinion regarding Dunmore Senegal S.A., including (i) the due incorporation and valid existence of Dunmore Senegal S.A. under the laws of the Republic of Senegal, (ii) compliance with the terms and conditions of the production sharing contract ("PSC") for the Cayar Offshore Block, including any consent or notification requirements thereunder in connection with the granting of security, (iii) the validity and enforceability of the guarantee issued by Dunmore Senegal S.A. and the nantissement (pledge) and cession fiduciaire (fiduciary transfer) granted by Dunmore Senegal S.A. in favor of the Collateral Agent over its rights under the PSC and related assets, and (iv) compliance with applicable Senegalese foreign exchange control regulations and the OHADA Uniform Act on Secured Transactions.
(e) Northgate Trust Company, N.A. (In-House Counsel) — An in-house counsel opinion regarding (i) the due organization and valid existence of Northgate Trust Company, N.A. as a national banking association organized under the laws of the United States and subject to supervision by the Office of the Comptroller of the Currency, (ii) its authority to act as Trustee and Collateral Agent under the Indenture and the Security Documents, and (iii) the due execution and delivery by Northgate Trust Company, N.A. of the Indenture, the Collateral Agreements, the Intercreditor Agreement, and the Paying Agency Agreement. The form of this opinion has been reviewed by Calderwood & Harkness.
The foregoing opinions described in clauses (a) through (e) above are not enclosed with this letter but are being delivered directly to the Initial Purchasers and to Whitfield Baxter & Cohn LLP by the respective firms and in-house counsel on the Closing Date. We express no opinion as to the laws of any jurisdiction other than the federal laws of the United States and the laws of the State of New York, and we have not independently verified the conclusions reached in any of the foregoing local law opinions.
V. Tax Memorandum
We note for the record that a Tax Memorandum prepared by Leonard Cross, Specialist Partner, Tax, of Calderwood & Harkness LLP (the "Tax Memorandum"), addressing, among other things, (i) the U.S. federal income tax treatment of the Notes (including original issue discount ("OID") in the amount of $12,750,000, representing approximately 1.50% of the $850,000,000 aggregate principal amount of the Notes at par), (ii) withholding tax considerations arising from the domicile of DEH as an issuer organized under the laws of the Cayman Islands, and (iii) implications under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (commonly referred to as "FATCA"), was delivered separately to Dunmore Energy Holdings Ltd. on May 13, 2025.
The Tax Memorandum is addressed to, and was prepared for the benefit of, DEH and its board of directors and is not addressed to, and is not for the benefit of, the Initial Purchasers. The Initial Purchasers may not rely upon the Tax Memorandum and should consult their own tax advisors. However, for the avoidance of doubt, the tax disclosure set forth in the Final OM under the caption "Certain United States Federal Income Tax Considerations" and "Certain Cayman Islands Tax Considerations" was prepared by Calderwood & Harkness on the basis of the analysis set forth in the Tax Memorandum and has been reviewed and approved by Mr. Cross.
VI. Distribution to Other Initial Purchasers
We respectfully request that Ridgeline Capital Markets LLC distribute copies of the enclosed deliverables (Enclosures 1 through 4) to each of the other Initial Purchasers as follows:
(a) Clarion Securities Inc.
Attn: Derek Holmgren
One Financial Center Boston, MA 02111
(b) Pinnacle Partners LLC
Attn: Julia Song
200 West Street, Suite 4400 New York, NY 10282
In the alternative, if any Initial Purchaser would prefer to receive separate originals of any or all of the enclosed deliverables directly from Calderwood & Harkness, please so advise us and we will arrange for delivery promptly.
VII. Copies to Initial Purchasers' Counsel
Copies of all enclosed deliverables (Enclosures 1 through 4) are being simultaneously transmitted to Whitfield Baxter & Cohn LLP, counsel to the Initial Purchasers, at the following address:
Whitfield Baxter & Cohn LLP
Attn: Harrison Cates; Priya Naveen
51 West 52nd Street New York, NY 10019
VIII. Reliance and Limitations
Each opinion and the 10b-5 disclosure letter enclosed herewith is subject in all respects to the assumptions, qualifications, exceptions, and limitations set forth therein. We urge the Initial Purchasers and their counsel to review each such document carefully and in its entirety.
The opinions and the 10b-5 disclosure letter are rendered solely for the benefit of the addressees identified therein in connection with the transactions described therein and in the Transaction Documents, and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP in each instance. Without limiting the generality of the foregoing, no purchaser of Notes from the Initial Purchasers may rely on any of the opinions or the 10b-5 disclosure letter.
Each opinion and the 10b-5 disclosure letter speaks only as of the Closing Date, May 15, 2025, and Calderwood & Harkness LLP assumes no obligation, and expressly disclaims any obligation, to update, supplement, or revise any opinion or letter to reflect any changes in law, facts, or circumstances that may occur or come to our attention after the Closing Date.
IX. Contact Information
Any questions regarding the enclosed deliverables or any other aspect of the Closing should be directed to:
Jennifer Kwon Partner, Capital Markets Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4312
Email: jennifer.kwon@calderwoodharkness.com
Eric Johannsen Lead Associate, Capital Markets Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4587
Email: eric.johannsen@calderwoodharkness.com
We appreciate your cooperation throughout this transaction and look forward to the successful completion of the Closing.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Jennifer Kwon Partner
Enclosures:
1.  10b-5 Disclosure Letter (Negative Assurance) dated May 15, 2025
2.  Opinion — New York Law Enforceability (Indenture, Purchase Agreement, Registration Rights Agreement, U.S. Collateral Agreement)
3.  Opinion — Corporate Authorization (Dunmore upstream Finance Corp. and U.S. Guarantors)
4.  Opinion — Securities Law / No-Registration (Rule 144A and Regulation S)
cc: (via email and overnight courier)
Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd., 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056
Deepa Rajaram, Chief Financial Officer, Dunmore Energy Holdings Ltd., 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056
Harrison Cates, Whitfield Baxter & Cohn LLP, 51 West 52nd Street, New York, NY 10019
Priya Naveen, Whitfield Baxter & Cohn LLP, 51 West 52nd Street, New York, NY 10019
Simone Achterberg, Ridgeline Capital Markets LLC, 383 Madison Avenue, 22nd Floor, New York, NY 10179
Derek Holmgren, Clarion Securities Inc., One Financial Center, Boston, MA 02111
Julia Song, Pinnacle Partners LLC, 200 West Street, Suite 4400, New York, NY 10282
William Kerrigan, Northgate Trust Company, N.A., 100 Wall Street, Suite 1600, New York, NY 10005
Theodore Langston, Calderwood & Harkness LLP (billing partner file copy)
Claire Dempsey, Calderwood & Harkness LLP (working file copy)

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