PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017
MEMORANDUM
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I. Executive Summary
This memorandum summarizes the findings from the corporate and organizational due diligence review conducted by Calderwood & Harkness LLP ("C&H") in connection with the proposed issuance of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") by Dunmore Energy Holdings Ltd., a Cayman Islands exempted company ("DEH" or the "Issuer"), and Dunmore upstream Finance Corp., a Delaware corporation ("DUFC" and, together with DEH, the "Issuers" or the "Co-Issuers"). The Notes will be guaranteed on a senior secured basis by six wholly-owned subsidiaries of DEH (collectively, the "Guarantors"), as further described in Section IV of this memorandum. The Notes are to be offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.
The scope of this review encompasses the charter and organizational documents, certificates of good standing (or the local-law equivalent), organizational structure and equity ownership, incumbency, material intercompany agreements, existing debt instruments, shareholder agreements and investor rights, and related corporate governance matters for each of the Issuers and each Guarantor subsidiary. This memorandum does not address regulatory and licensing matters, material commercial contracts (other than intercompany agreements), environmental matters, tax matters, litigation, or employee benefit matters, except to the extent noted herein. Those topics are addressed in separate companion memoranda being prepared concurrently by the due diligence team.
The documents and information reviewed in connection with this memorandum were provided by Dunmore's General Counsel, Alistair Forde, and members of his legal team, in response to the Master Due Diligence Request List (the "Request List") circulated by C&H on March 21, 2025, as supplemented by follow-up requests dated April 4, 2025, and April 14, 2025. Certain documents were provided through the Thackeray Solutions virtual data room maintained by DEH (Site ID: DUNMORE-2025-SSN). Additional information was obtained through management interviews conducted with Mr. Forde, Marcus Ellingham (CEO of DEH), and Deepa Rajaram (CFO of DEH) on April 7–8, 2025, in Houston, Texas.
In light of the multi-jurisdictional nature of the Dunmore group, supplemental review of charter documents, status filings, and applicable local law has been conducted in coordination with the following local counsel firms:
• Kincaid & Moreau LLP (George Town, Grand Cayman) — Cayman Islands law, with respect to DEH;
• Abayomi Chambers (Lagos, Nigeria) — Nigerian law, with respect to Dunmore Nigeria E&P Ltd.;
• Cresswell & Greaves LLP (London, England) — English and Welsh law, with respect to Dunmore Trading Ltd.; and
• Theron Moss & Associates SARL (Dakar, Senegal) — Senegalese law, with respect to Dunmore Senegal S.A.
Each of the foregoing local counsel firms has been engaged to deliver a legal opinion at closing covering matters of due incorporation or organization, capacity, no-conflict, and enforceability of the guarantee and collateral documentation governed by the laws of their respective jurisdictions. We have been in regular communication with each of these firms throughout the due diligence process, and their preliminary findings are reflected in the relevant sections of this memorandum.
Overall Conclusion. Based on the review conducted to date, no material issues have been identified that would impede the consummation of the offering. All entities comprising the Issuers and the Guarantors are duly organized, validly existing, and in good standing (or the local-law equivalent) in their respective jurisdictions of formation. The charter documents of each entity are sufficient to authorize the contemplated transactions, including the issuance of the Notes, the execution and delivery of the Indenture, the Purchase Agreement, the Registration Rights Agreement, and the Security Documents. Board and member authorizations for each entity are being finalized and are expected to be adopted prior to the anticipated closing date of May 15, 2025. Certain pending items, including the receipt of shareholder consent from Harborview Capital Partners Fund VI, L.P. and final local counsel confirmations, are described in Section XI below.
II. Organizational Structure and Ownership
A. Organizational Chart Overview
Dunmore Energy Holdings Ltd. is a Cayman Islands exempted company that serves as the ultimate holding company for the Dunmore group. DEH sits at the apex of the corporate structure and directly or indirectly owns 100% of the equity interests in each of the operating and holding subsidiaries within the group, including the Co-Issuer and each of the Guarantor subsidiaries.
The equity ownership of DEH is as follows:
Harborview Capital Partners Fund VI, L.P. ("Harborview Fund VI"), a Delaware limited partnership, is the majority equity holder of DEH, holding 62.4% of the outstanding equity. The Managing Director of Harborview Capital Partners with primary responsibility for the Dunmore investment is Elaine Prescott, and the relevant Partner is David Stein. Harborview Fund VI is managed by its general partner, Harborview Capital Partners GP VI LLC, a Delaware limited liability company. Harborview Capital Partners is a New York-based private equity firm focused on energy and infrastructure investments.
Management and directors of the Dunmore group collectively hold 18.3% of DEH's equity. These holdings are subject to the terms of the Management Stockholders' Agreement and the 2020 Equity Incentive Plan, each of which is described further in Section IX below.
The remaining 19.3% of DEH's equity is held by two co-investors: Solstice Infrastructure Fund LP, a Delaware limited partnership (11.1%), and Alderman Family Office LLC, a Texas limited liability company (8.2%). Both co-investors invested alongside Harborview Fund VI at the time of the original leveraged acquisition of the Dunmore business in 2019.
DEH directly owns 100% of the issued and outstanding equity of Dunmore upstream Finance Corp., the Co-Issuer. DEH also directly or indirectly owns 100% of the equity of each Guarantor subsidiary, as described in Section II.B below.
B. Subsidiary Structure
The Tier 1 subsidiaries — i.e., entities directly owned by DEH — are as follows:
1. Dunmore upstream Finance Corp. (Delaware corporation) — Co-Issuer; finance subsidiary with no independent operations;
2. Dunmore Nigeria E&P Ltd. (Nigerian limited company) — Upstream exploration and production operations in Nigeria;
3. Dunmore Gulf Operations LLC (Delaware limited liability company) — deepwater exploration and production operations in the Gulf of Mexico;
4. Dunmore Renewables LLC (Delaware limited liability company) — solar energy operations in West Texas;
5. Dunmore Senegal S.A. (Senegalese société anonyme) — Upstream exploration and production operations offshore Senegal;
6. Dunmore Midstream Holdings Inc. (Delaware corporation) — holding company for pipeline and midstream processing infrastructure assets; and
7. Dunmore Trading Ltd. (English private limited company) — offtake and commodity trading operations.
All six Guarantor subsidiaries (items 2 through 7 above) and the Co-Issuer (item 1 above) have been confirmed as wholly-owned, direct or indirect subsidiaries of DEH. None of the subsidiaries has any outstanding minority equity interests, and none has issued any equity securities to third parties. We have confirmed this through review of the relevant charter documents, shareholder registers (where applicable), and management representations.
A complete organizational chart reflecting the corporate structure of DEH and its subsidiaries, including ownership percentages for Harborview Fund VI, Solstice Infrastructure Fund LP, Alderman Family Office LLC, and the management holders, is attached to this memorandum as Exhibit A.
III. Review of Issuers
A. Dunmore Energy Holdings Ltd. (Issuer)
1. Formation and Status
Dunmore Energy Holdings Ltd. is an exempted company incorporated under the laws of the Cayman Islands. DEH was originally incorporated on August 12, 2019, in connection with the leveraged acquisition of the Dunmore upstream and midstream business from the former parent entity, Dunmore Resources plc (UK).
The key formation and status details are as follows:
A Certificate of Good Standing was obtained from the Cayman Islands Registrar of Companies dated April 18, 2025, which confirms that DEH is in good standing and has paid all registration fees and annual filing fees due through the date of the certificate. A copy of this certificate is included in the Good Standing / Status Certificate Log attached as Exhibit C.
2. Charter Documents Reviewed
We have reviewed the following charter and organizational documents of DEH:
(a) Memorandum of Association. The Memorandum of Association of DEH was reviewed in its current form. The Memorandum includes a broad objects clause that expressly permits, among other things, the issuance of bonds, debentures, notes, and other debt securities, the granting of guarantees in respect of the obligations of subsidiaries and affiliates, and the creation of security interests (including mortgages, charges, pledges, and liens) over the assets and property of the company. The objects clause is drafted in sufficiently broad terms to encompass the transactions contemplated by the proposed offering of the Notes, including the execution of the Indenture, the Purchase Agreement, the Registration Rights Agreement, and the Security Documents.
(b) Amended and Restated Articles of Association. The Articles of Association were originally adopted upon incorporation on August 12, 2019, and were most recently amended and restated by special resolution on March 15, 2023. The Amended and Restated Articles of Association authorize the board of directors to, inter alia: (i) issue bonds, debentures, and other debt instruments; (ii) enter into indentures and trust agreements in connection with the issuance of such instruments; (iii) grant guarantees, indemnities, and other forms of credit support; (iv) create charges, mortgages, pledges, liens, and other encumbrances over the assets and undertaking of the company; and (v) delegate authority to any committee of the board or any officer to execute and deliver documents in connection with the foregoing. The Articles do not contain any limitation on the amount of indebtedness that the board may authorize, nor do they require shareholder approval for the incurrence of indebtedness (though, as noted in Section IX below, the shareholder agreement imposes certain consent rights on Harborview Fund VI with respect to material indebtedness).
(c) Registered Office Certificate. The registered office certificate on file with the Cayman Islands Registrar of Companies was reviewed and confirmed current.
No inconsistencies or deficiencies were identified in the charter documents that would affect the ability of DEH to consummate the proposed offering or to perform its obligations under the Indenture or the Security Documents.
3. Governance. The board of directors of DEH currently consists of seven members, including a combination of management directors, independent directors, and directors designated by Harborview Fund VI in accordance with the shareholder agreement. The board composition is as follows:
The principal executive officers of DEH are:
• Chief Executive Officer: Marcus Ellingham (age 54). Mr. Ellingham has served as CEO of DEH since the company's formation in August 2019. He has 28 years of experience in upstream exploration and production, including 12 years as Chief Operating Officer of Praetorian Petroleum plc, a London-listed independent E&P company with operations in West Africa and the North Sea.
• Chief Financial Officer: Deepa Rajaram (age 47). Ms. Rajaram has served as CFO of DEH since September 2019. Prior to joining Dunmore, she served as Vice President of Finance at Kestrel Resources Corp., a Houston-based E&P company.
• General Counsel: Alistair Forde (age 51). Mr. Forde has served as General Counsel of DEH since January 2020. He previously served as Deputy General Counsel of Equinox Energy Partners LLC.
We have reviewed the shareholder agreement among DEH, Harborview Fund VI, the management holders, Solstice Infrastructure Fund LP, and Alderman Family Office LLC for provisions relevant to the proposed offering. Harborview Fund VI holds customary consent rights over the incurrence of material indebtedness by DEH or any of its subsidiaries, including any indebtedness in excess of $100,000,000. The consent of Harborview Fund VI is accordingly required for the issuance of the Notes, and such consent is currently being sought, as discussed in Section IX below.
4. Authorization Status
Board resolutions of DEH authorizing the following actions are being prepared by C&H and are expected to be adopted by the board of directors prior to closing:
(a) the issuance of the Notes in the aggregate principal amount of $850,000,000;
(b) the execution and delivery of the Indenture (including the form of Notes attached thereto) by and among DEH, DUFC, the Guarantors, and the Trustee;
(c) the execution and delivery of the Purchase Agreement by and among DEH, DUFC, the Guarantors, and the Initial Purchasers;
(d) the execution and delivery of the Registration Rights Agreement;
(e) the execution and delivery of the Security Documents, including the U.S. Collateral Agreement, the Cayman Charge Over Shares, and any other pledge or security agreement to which DEH is a party;
(f) the authorization of any officer of DEH to execute any certificate, instrument, agreement, or other document in connection with the foregoing; and
(g) such other actions as may be necessary or desirable to consummate the transactions contemplated by the foregoing.
The resolutions are currently in draft form and have been circulated to Mr. Forde for review and comment. We anticipate that the board will act by unanimous written consent, which is permitted under the Amended and Restated Articles of Association.
In addition, shareholder consent from Harborview Capital Partners Fund VI, L.P. is required under the shareholder agreement, as described above. This consent is currently in process and is expected to be received prior to the anticipated pricing date of May 12, 2025.
5. Local Counsel Coordination
Kincaid & Moreau LLP, George Town, Grand Cayman (Lead Partner: Nigel Ashworth; office address: 68 Fort Street, George Town, Grand Cayman KY1-1107), has been engaged to provide a Cayman Islands law legal opinion at closing. The opinion will cover the following matters: (i) due incorporation and valid existence of DEH under Cayman Islands law; (ii) corporate power and capacity to execute and deliver the Indenture, the Purchase Agreement, and the Security Documents; (iii) due authorization, execution, and delivery of the Transaction Documents; (iv) no conflict with the Memorandum and Articles of Association or applicable Cayman Islands law; and (v) enforceability of the obligations of DEH under the Transaction Documents (subject to customary qualifications and assumptions).
In the course of our coordination with Kincaid & Moreau, they have confirmed that there are no restrictions under Cayman Islands law on the proposed issuance of the Notes or on the granting of guarantees and security by a Cayman Islands exempted company in connection with a debt offering of this nature. They have further confirmed that no governmental or regulatory consents, approvals, or filings are required under Cayman Islands law in connection with the offering, other than the registration of any charges created over Cayman Islands property with the Cayman Islands Registrar of Companies, which will be attended to at or promptly following closing.
B. Dunmore upstream Finance Corp. (Co-Issuer)
1. Formation and Status
Dunmore upstream Finance Corp. is a corporation incorporated under the laws of the State of Delaware. DUFC was formed on September 3, 2019, solely for the purpose of serving as a co-issuer of debt securities for the Dunmore group. DUFC does not conduct any independent operations, does not hold any material assets (other than intercompany receivables from DEH), and does not have any employees. It is a wholly-owned subsidiary of DEH.
A Certificate of Good Standing was obtained from the Delaware Secretary of State dated April 17, 2025, confirming that DUFC is in good standing and has paid all franchise taxes due through the date of the certificate.
2. Charter Documents Reviewed
We have reviewed the following charter and organizational documents of DUFC:
(a) Certificate of Incorporation. The Certificate of Incorporation of DUFC was reviewed. It is a standard-form certificate for a finance subsidiary incorporated in Delaware. The purpose clause is broadly stated and permits DUFC to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law, including the issuance of bonds, notes, debentures, and other debt securities, and the execution and delivery of indentures, guarantees, and related agreements. The authorized capital stock consists of 1,000 shares of common stock, par value $0.01 per share, all of which are issued and outstanding and held by DEH.
(b) Bylaws. The Bylaws of DUFC were reviewed. They are in standard form and authorize the board of directors to approve the incurrence of indebtedness, the execution and delivery of indentures and related transaction documents, and the granting of security interests over assets of the corporation. The Bylaws provide that the corporation may act by written consent of its sole director.
No amendments to the Certificate of Incorporation or Bylaws have been made since the formation of DUFC. The charter documents are adequate to authorize the contemplated co-issuance of the Notes and the execution and delivery of the Indenture, the Purchase Agreement, and related Transaction Documents.
3. Governance and Authorization
DUFC has one director: Deepa Rajaram (CFO of DEH). The officers of DUFC are as follows:
• President: Marcus Ellingham
• Treasurer and Secretary: Deepa Rajaram
Board resolutions of DUFC authorizing the co-issuance of the Notes and the execution and delivery of the Indenture, the Purchase Agreement, the Registration Rights Agreement, and related Transaction Documents are being drafted by C&H. These resolutions are expected to be adopted by written consent of the sole director prior to closing. No shareholder approval is required for the co-issuance under the Certificate of Incorporation, the Bylaws, or the Delaware General Corporation Law, given that DEH, as the sole stockholder, will have authorized the transactions at the parent level.
IV. Review of Guarantor Subsidiaries
Each of the six Guarantor subsidiaries is described below, together with a summary of the charter documents reviewed, governance structure, authorization status, and, where applicable, local counsel coordination. As noted above, each Guarantor is a wholly-owned, direct or indirect subsidiary of DEH and will guarantee the Notes on a senior secured basis pursuant to the Indenture.
A. Dunmore Nigeria E&P Ltd.
1. Formation and Status
Dunmore Nigeria E&P Ltd. ("Dunmore Nigeria") is a limited company incorporated under the Companies and Allied Matters Act (CAMA) of Nigeria, registered with the Corporate Affairs Commission (CAC) of the Federal Republic of Nigeria. Dunmore Nigeria is the operator of two oil mining leases in the Niger Delta region: OML 47 (onshore, Rivers State) and OML 63 (shallow water, Bayelsa State). Dunmore Nigeria is one of the principal operating subsidiaries of the Dunmore group and is a significant contributor to group revenues and cash flow.
Annual returns have been filed with the CAC through fiscal year 2024, and confirmation of current filing status has been obtained. Nigeria does not issue a formal "certificate of good standing" in the manner of U.S. or Cayman Islands jurisdictions; however, the current filing status of annual returns and the absence of any pending winding-up or strike-off proceedings serve as the functional equivalent.
2. Charter Documents Reviewed
We have reviewed the following charter and organizational documents of Dunmore Nigeria, in coordination with Abayomi Chambers:
(a) Memorandum and Articles of Association. The Memorandum and Articles of Association of Dunmore Nigeria were reviewed. The objects clause of the Memorandum includes the exploration, development, production, processing, transportation, and sale of crude oil, natural gas, and related hydrocarbons, as well as the conduct of all ancillary and incidental activities. The objects clause also expressly authorizes the company to borrow money, issue debentures, grant guarantees and indemnities in respect of the obligations of affiliates and Westvale Industries, and create mortgages, charges, debentures, and other encumbrances over all or any part of the company's undertaking and assets.
(b) Certificate of Incorporation. The original Certificate of Incorporation issued by the CAC was reviewed and confirmed.
(c) CAC Forms (Annual Returns). Annual returns filed with the CAC for fiscal years 2020 through 2024 were reviewed. All filings are current, and no penalties or deficiencies were noted.
3. Governance. The board of directors of Dunmore Nigeria consists of five members, including nominees designated by DEH in its capacity as sole shareholder. The Managing Director of Dunmore Nigeria is appointed by DEH. A full list of directors and officers is provided in the incumbency certificate being prepared for delivery at closing, and a summary is included in Exhibit D.
4. Authorization Status
Board resolutions of Dunmore Nigeria authorizing the following actions are being prepared by C&H in coordination with Abayomi Chambers and are expected to be adopted prior to closing:
(a) the execution and delivery of the Guarantee (as set forth in the Indenture);
(b) the execution and delivery of the Nigerian Debenture and Charge (the "Collateral Agreement — Nigeria"), creating a fixed and floating charge over the assets of Dunmore Nigeria in favor of the Collateral Agent for the benefit of the holders of the Notes; and
(c) such other actions as may be necessary or desirable in connection with the foregoing.
5. Local Counsel Coordination
Abayomi Chambers (Lead Partner: Chidinma Okafor; 14 Broad Street, Victoria Island, Lagos, Nigeria) has been engaged to provide a Nigerian law legal opinion at closing. The opinion will cover the following matters: (i) due incorporation and valid existence of Dunmore Nigeria under Nigerian law; (ii) corporate power and capacity to execute and deliver the Guarantee and the Collateral Agreement — Nigeria; (iii) due authorization, execution, and delivery; (iv) validity and enforceability of the Guarantee and the debenture/charge; and (v) regulatory compliance with applicable requirements of the Department of Petroleum Resources (DPR) and the Nigerian National Petroleum Company (NNPC).
Abayomi Chambers has confirmed that there are no restrictions under CAMA on the granting of the guarantee by Dunmore Nigeria, subject to a corporate benefit analysis, which has been completed and is satisfactory. The guarantee is being given in furtherance of the legitimate business interests of Dunmore Nigeria, as the proceeds of the Notes offering will be used in part to refinance existing group indebtedness and for general corporate purposes, including the funding of development capital expenditures relating to OML 47 and OML 63.
6. Key Observations
The following observations are noted with respect to Dunmore Nigeria:
(a) NNPC Back-In Rights. The Nigerian National Petroleum Company holds statutory back-in rights in OML 47 and OML 63, as is standard for oil mining leases granted under the Petroleum Act and the Nigerian Oil and Gas Industry Content Development Act. These back-in rights are contractual and statutory in nature and do not constitute a restriction on the ability of Dunmore Nigeria to provide its guarantee or to grant the debenture and charge in favor of the Collateral Agent. The rights are well understood by the market and are a customary feature of Nigerian upstream assets.
(b) DPR Approvals. Regulatory approvals from the Department of Petroleum Resources for the assignment and maintenance of Dunmore Nigeria's interests in OML 47 and OML 63 are current. Detailed analysis of regulatory and licensing matters, including the terms and conditions of the oil mining leases and any ministerial consent requirements for the creation of security interests, is deferred to the Due Diligence Memorandum — Regulatory and Licensing, which is being prepared concurrently.
B. Dunmore Gulf Operations LLC
1. Formation and Status
Dunmore Gulf Operations LLC ("Dunmore Gulf") is a limited liability company organized under the laws of the State of Delaware. Dunmore Gulf is the leaseholder of multiple deepwater exploration and production leases in the Green Canyon and Garden Banks areas of the Gulf of Mexico, offshore Louisiana. These leases are granted by the Bureau of Ocean Energy Management (BOEM) of the U.S. Department of the Interior.
A Certificate of Good Standing was obtained from the Delaware Secretary of State dated April 17, 2025.
2. Charter Documents Reviewed
We have reviewed the following organizational documents of Dunmore Gulf:
(a) Certificate of Formation. The Certificate of Formation of Dunmore Gulf was reviewed. It is in standard form for a Delaware limited liability company.
(b) Amended and Restated Limited Liability Company Agreement. The LLC Agreement was reviewed. DEH (or an intermediate holding entity wholly-owned by DEH) is the sole member of Dunmore Gulf. Dunmore Gulf is manager-managed, with the manager being appointed by the sole member. The LLC Agreement expressly permits the company, upon the approval of the manager or sole member, to: (i) incur indebtedness; (ii) grant guarantees and indemnities; (iii) create liens, pledges, security interests, mortgages, and other encumbrances over the assets of the company; and (iv) execute and deliver any agreement, instrument, or document in connection with the foregoing. No limitations on the aggregate amount of indebtedness that may be incurred or guaranteed were identified.
3. Authorization Status
Written consent of the sole member (DEH) and the manager of Dunmore Gulf authorizing the execution and delivery of the Guarantee (as set forth in the Indenture) and the U.S. Collateral Agreement is being prepared by C&H and is expected to be adopted prior to closing. No other member or manager approvals are required under the LLC Agreement.
C. Dunmore Renewables LLC
1. Formation and Status
Dunmore Renewables LLC ("Dunmore Renewables") is a limited liability company organized under the laws of the State of Delaware. Dunmore Renewables owns and operates a 220 MW solar photovoltaic portfolio located in Pecos County and Reeves County, West Texas. The portfolio consists of three utility-scale solar facilities commissioned between 2021 and 2023.
A Certificate of Good Standing was obtained from the Delaware Secretary of State dated April 17, 2025.
2. Charter Documents Reviewed
We have reviewed the following organizational documents of Dunmore Renewables:
(a) Certificate of Formation. The Certificate of Formation of Dunmore Renewables was reviewed. It is in standard form for a Delaware limited liability company.
(b) Limited Liability Company Agreement. The LLC Agreement was reviewed. The organizational and governance structure is similar to that of Dunmore Gulf Operations LLC: DEH is the sole member, the company is manager-managed, and the LLC Agreement expressly authorizes the manager or sole member to approve the incurrence of indebtedness, the granting of guarantees, and the creation of security interests over the company's assets.
3. Authorization Status
Written consent of the sole member (DEH) and the manager of Dunmore Renewables authorizing the execution and delivery of the Guarantee and the U.S. Collateral Agreement is being prepared by C&H and is expected to be adopted prior to closing.
D. Dunmore Senegal S.A.
1. Formation and Status
Dunmore Senegal S.A. ("Dunmore Senegal") is a société anonyme organized under the laws of the Republic of Senegal. Dunmore Senegal is the operator of the Cayar Offshore Block, located approximately 80 kilometers south of Dakar in the Atlantic Ocean, pursuant to a production sharing contract (PSC) with the Republic of Senegal (through PETROSEN, the national oil company).
Dunmore Senegal's commercial registration with the Registre du Commerce et du Crédit Mobilier has been confirmed current. Senegal does not issue a formal certificate of good standing; however, the current status of the commercial registration and the filing of required annual accounts with the RCCM serve as the functional equivalent.
2. Charter Documents Reviewed
The statuts (articles of incorporation and bylaws) of Dunmore Senegal were reviewed in coordination with Theron Moss & Associates SARL (Lead Partner: Moustapha Sy; Rue Moussé Diop 22, Plateau, Dakar, Senegal). The corporate purpose (objet social) set forth in the statuts includes the exploration, development, production, and sale of petroleum and natural gas, as well as all related and ancillary activities. The statuts further confirm the power of Dunmore Senegal to grant guarantees (cautionnements and garanties) and to create security interests, including nantissements (pledges over movable property) and cessions fiduciaires (fiduciary assignments) over its assets, in favor of creditors.
The statuts are governed by the Uniform Act on Commercial Companies and Economic Interest Groups, as adopted under the framework of the Organisation pour l'Harmonisation en Afrique du Droit des Affaires (OHADA). We have confirmed with Theron Moss & Associates that the provisions of the statuts are consistent with the requirements of the OHADA Uniform Act.
3. Authorization Status
Board resolutions (délibérations du Conseil d'Administration) of Dunmore Senegal authorizing the execution and delivery of the Guarantee and the Senegalese Collateral Agreement (comprising a nantissement and, if applicable, a cession fiduciaire in favor of the Collateral Agent) are being prepared by C&H in coordination with Theron Moss & Associates SARL. The resolutions are expected to be adopted prior to closing.
4. Local Counsel Coordination
Theron Moss & Associates SARL has been engaged to provide a Senegalese law legal opinion at closing. The opinion will address the following matters: (i) due organization and valid existence of Dunmore Senegal under Senegalese law; (ii) compliance with the terms and conditions of the PSC for the Cayar Offshore Block; (iii) corporate power and capacity to execute and deliver the Guarantee and the Senegalese Collateral Agreement; and (iv) validity and enforceability of the nantissement and cession fiduciaire under Senegalese law and the OHADA Uniform Act on Security Interests.
Theron Moss & Associates has confirmed, on a preliminary basis, that no impediments have been identified under Senegalese law that would prevent Dunmore Senegal from granting the guarantee or the collateral arrangements. Any required notifications to or consents from PETROSEN under the PSC are being reviewed separately in the Due Diligence Memorandum — Regulatory and Licensing.
E. Dunmore Midstream Holdings Inc.
1. Formation and Status
Dunmore Midstream Holdings Inc. ("Dunmore Midstream") is a corporation incorporated under the laws of the State of Delaware. Dunmore Midstream serves as the holding company for the Dunmore group's pipeline and midstream processing infrastructure assets, including gas gathering systems, compression stations, and a natural gas processing plant located in the Permian Basin, West Texas.
A Certificate of Good Standing was obtained from the Delaware Secretary of State dated April 17, 2025.
2. Charter Documents Reviewed
We have reviewed the following charter and organizational documents of Dunmore Midstream:
(a) Certificate of Incorporation. The Certificate of Incorporation was reviewed. It is in standard form for a Delaware corporation and contains a broad purpose clause permitting the corporation to engage in any lawful activity, including the incurrence of indebtedness and the granting of guarantees and security interests. The authorized capital stock consists of 1,000 shares of common stock, par value $0.01 per share, all of which are issued and outstanding and held by DEH.
(b) Bylaws. The Bylaws were reviewed. They authorize the board of directors to approve the incurrence of indebtedness, the execution of guarantees, and the granting of liens and security interests over the assets of the corporation. The Bylaws permit the board to act by written consent without a meeting.
3. Authorization Status
Board resolutions of Dunmore Midstream authorizing the execution and delivery of the Guarantee and the U.S. Collateral Agreement are being prepared by C&H and are expected to be adopted by written consent of the board prior to closing.
F. Dunmore Trading Ltd.
1. Formation and Status
Dunmore Trading Ltd. ("Dunmore Trading") is a private limited company incorporated under the Companies Act 2006 (England & Wales). Dunmore Trading serves as the offtake and commodity trading arm of the Dunmore group, purchasing crude oil and natural gas from the group's production subsidiaries (Dunmore Nigeria, Dunmore Senegal, and Dunmore Gulf) and marketing those commodities to third-party buyers and end users.
A Confirmation Statement (the annual filing required of all UK companies) has been filed with Companies House and is current through the most recent filing date. England and Wales does not issue a formal "certificate of good standing" in the manner of U.S. jurisdictions; however, the current status of the Confirmation Statement and the absence of any winding-up proceedings or strike-off action serve as the functional equivalent.
2. Charter Documents Reviewed
We have reviewed the following charter and organizational documents of Dunmore Trading, in coordination with Cresswell & Greaves LLP:
(a) Certificate of Incorporation. The Certificate of Incorporation of Dunmore Trading was reviewed and confirmed.
(b) Articles of Association. The Articles of Association are based on the Model Articles for private companies limited by shares (as set out in Schedule 1 to the Companies (Model Articles) Regulations 2008), with certain amendments. The corporate objects of Dunmore Trading are unrestricted, as permitted under Section 31 of the Companies Act 2006. The Articles expressly authorize the directors to cause the company to grant guarantees, enter into indemnities, and create security interests (including fixed and floating charges) over the company's assets in favor of creditors, including the execution of debentures governed by English law.
(c) Confirmation Statement. The most recent Confirmation Statement filed with Companies House was reviewed and confirmed current.
3. Authorization Status
Board resolutions of Dunmore Trading authorizing the execution and delivery of the Guarantee and the English law debenture (the "Collateral Agreement — England") are being prepared by C&H in coordination with Cresswell & Greaves LLP (Lead Partner: Fiona Halsted; 10 Fenchurch Avenue, London EC3M 5BN). The debenture will create fixed and floating charges over the assets of Dunmore Trading in favor of the Collateral Agent for the benefit of the holders of the Notes. The resolutions are expected to be adopted by written resolution of the board prior to closing.
4. Local Counsel Coordination
Cresswell & Greaves LLP has been engaged to provide an English law legal opinion at closing. The opinion will cover: (i) due incorporation and valid existence of Dunmore Trading under the laws of England and Wales; (ii) corporate capacity to execute and deliver the Guarantee and the debenture; (iii) due authorization, execution, and delivery; (iv) enforceability of the Guarantee and the debenture; and (v) absence of any conflict with the Articles of Association or applicable English law.
Cresswell & Greaves has confirmed that there are no restrictions under English law that would prevent Dunmore Trading from granting the Guarantee or the debenture, subject to analysis of the financial assistance rules under Sections 677–683 of the Companies Act 2006 and a corporate benefit analysis. Both analyses have been completed and the results are satisfactory. The financial assistance rules do not apply to the contemplated transaction because Dunmore Trading is a private company and the assistance is not being given in connection with the acquisition of shares in a public company. The corporate benefit analysis confirms that Dunmore Trading derives sufficient commercial benefit from the proposed Notes offering (through the refinancing of group indebtedness and the availability of proceeds for group operations, including trading operations) to support the granting of the guarantee.
V. Good Standing and Qualification Certificates
The following table summarizes the good standing certificates (or local equivalents) obtained for each Issuer and Guarantor subsidiary:
Copies of all certificates and confirmations are included in the Good Standing / Status Certificate Log attached as Exhibit C.
Foreign Qualification. We have also reviewed, to the extent applicable, the registrations of each entity to transact business in jurisdictions outside of its jurisdiction of formation. The following foreign qualifications were identified and confirmed:
• Dunmore upstream Finance Corp. is registered as a foreign corporation authorized to transact business in the State of Texas (for the Houston office). Registration confirmed current with the Texas Secretary of State.
• Dunmore Gulf Operations LLC is qualified as a foreign limited liability company in the State of Louisiana, where it conducts certain onshore support operations related to its Gulf of Mexico deepwater activities. Registration confirmed current with the Louisiana Secretary of State.
• Dunmore Renewables LLC is registered as a foreign limited liability company in the State of Texas, where its solar facilities are located. Registration confirmed current with the Texas Secretary of State.
• Dunmore Midstream Holdings Inc. is registered as a foreign corporation in the State of Texas. Registration confirmed current with the Texas Secretary of State.
We are continuing to confirm whether any additional foreign qualification registrations may be required for any entity conducting business in jurisdictions where it has not registered. This is identified as an open item in Section XI below.
VI. Incumbency and Officers
Incumbency certificates are being prepared for each Issuer and each Guarantor in a consolidated form for delivery at closing. The incumbency certificates will include the names, titles, and specimen signatures of each officer and director authorized to execute Transaction Documents on behalf of the respective entity.
The key officers and directors of DEH, who also serve in various capacities across the subsidiary entities, are as follows:
In addition, the following officers and directors have been confirmed for the Guarantor subsidiaries through review of organizational documents and management representations:
• Directors and officers of Dunmore Nigeria E&P Ltd. — confirmed via incumbency certificate to be provided by Abayomi Chambers.
• Manager and authorized signatories of Dunmore Gulf Operations LLC — confirmed via the Amended and Restated LLC Agreement and management representations.
• Manager and authorized signatories of Dunmore Renewables LLC — confirmed via the LLC Agreement and management representations.
• Directors of Dunmore Senegal S.A. — confirmed in coordination with Theron Moss & Associates SARL.
• Directors and officers of Dunmore Midstream Holdings Inc. — confirmed via Bylaws and management representations.
• Directors and officers of Dunmore Trading Ltd. — confirmed in coordination with Cresswell & Greaves LLP and Companies House filings.
A complete summary of key officers and directors for all entities is attached as Exhibit D.
At closing, Secretary's Certificates (or Director's Certificates, as applicable) will be delivered by each Issuer and each Guarantor. Each such certificate will certify the attached copies of: (i) the entity's charter and organizational documents (as then in effect); (ii) the board or member resolutions authorizing the applicable Transaction Documents; and (iii) the incumbency of the officers and directors authorized to execute the Transaction Documents, together with specimen signatures.
VII. Material Intercompany Agreements
We have reviewed the material intercompany agreements among DEH and its subsidiaries for consistency with the proposed covenant package set forth in the Indenture and for any restrictions that could impair the ability of any Guarantor to provide its guarantee or grant security. The principal intercompany agreements identified and reviewed are as follows:
Intercompany Loan Agreements. DEH has entered into intercompany loan agreements with each of its operating subsidiaries pursuant to which DEH has advanced funds to the subsidiaries to finance development capital expenditures, working capital requirements, and other operational needs. The intercompany receivables arising under these loan agreements form part of the Collateral under the Security Documents. We have reviewed the terms of these intercompany loans and confirmed that they are consistent with the covenants in the proposed Indenture, including the covenant governing transactions with affiliates and the covenant governing restricted payments. The intercompany loans are subordinated in right of payment to the obligations of the subsidiaries under the Guarantees, as contemplated by the Indenture.
Management Services Agreement. DEH is party to a management services agreement with each of its operating subsidiaries pursuant to which DEH provides strategic, financial, administrative, legal, and human resources support services to the subsidiaries. The management fees payable under the agreement are at arm's length and have been confirmed to be within the range permitted by the Indenture's affiliate transactions covenant. The management services agreement does not restrict the ability of any subsidiary to provide a guarantee or grant security.
Offtake Arrangements. Dunmore Trading Ltd. is party to intercompany offtake agreements with each of the production subsidiaries — Dunmore Nigeria E&P Ltd., Dunmore Senegal S.A., and Dunmore Gulf Operations LLC — pursuant to which Dunmore Trading purchases substantially all crude oil and natural gas production from the operating subsidiaries at market-related prices and markets those commodities to third-party buyers. These offtake agreements constitute material hydrocarbon offtake contracts and are included in the Collateral under the Security Documents. We have reviewed the material terms of these arrangements and confirmed that they are arm's-length transactions, consistent with the Indenture's affiliate transactions covenant and the requirements of the Collateral Agent.
Tax Sharing Arrangements. DEH and its subsidiaries are party to a group tax sharing arrangement that allocates the consolidated tax burden among the members of the group. We have reviewed the tax sharing arrangement at a high level and confirmed that it does not restrict the ability of any Guarantor to provide its guarantee or grant security. Detailed analysis of tax matters is deferred to the tax due diligence workstream.
Conclusion. No intercompany agreements were identified that would restrict the ability of any Guarantor to provide its guarantee or to grant the security contemplated by the Security Documents. A summary of the material intercompany agreements reviewed is attached as Exhibit E.
VIII. Existing Debt Instruments
We have reviewed the existing debt instruments of the Dunmore group for potential restrictions on the proposed offering, including limitations on the incurrence of additional indebtedness and the granting of additional liens. The existing debt instruments are summarized below.
A. ABL Revolving Credit Facility
DEH and certain of its subsidiaries are party to an asset-based lending revolving credit facility (the "ABL Facility") with a syndicate of lenders, for which Velthorn National Bank, N.A. serves as Administrative Agent. The principal terms are as follows:
The ABL credit agreement has been reviewed for provisions that may restrict or condition the incurrence of additional indebtedness by DEH or its subsidiaries and the granting of liens in connection with the proposed Notes offering. The ABL credit agreement contains: (i) a negative covenant limiting the incurrence of additional indebtedness, subject to certain baskets and exceptions; and (ii) a negative covenant limiting the granting of liens, subject to permitted liens exceptions.
The Indenture covenant package and the proposed Intercreditor Agreement (which will govern the relative priorities and rights of the ABL lenders and the holders of the Notes with respect to the shared Collateral) are currently being negotiated with Velthorn National Bank and its counsel, Pruitt Halsey LLP. Preliminary analysis indicates that the proposed Notes issuance falls within the permitted additional indebtedness basket under the ABL credit agreement, and the liens securing the Notes will constitute "Permitted Liens" under the ABL credit agreement, subject to the terms of the Intercreditor Agreement.
In addition, ABL Lender Consent is being requested from Velthorn National Bank, N.A. in its capacity as Administrative Agent under the ABL Facility. The consent is expected to be received prior to or at closing.
B. Existing 7.50% Senior Unsecured Notes due October 2028
DEH and DUFC are co-issuers of $850,000,000 aggregate principal amount of 7.50% Senior Unsecured Notes due October 2028 (the "Existing Unsecured Notes"), issued under an indenture dated October 15, 2021, with Crestline National Bank, as trustee. As part of the use of proceeds from the proposed offering, $450,000,000 of the Existing Unsecured Notes will be repaid (through a tender offer and/or redemption), and $400,000,000 will remain outstanding following the offering.
The indenture governing the Existing Unsecured Notes has been reviewed for: (i) limitations on the granting of liens by DEH and its subsidiaries; (ii) restrictions on the incurrence of additional indebtedness, including secured indebtedness; and (iii) any cross-default or cross-acceleration provisions that could be triggered by the proposed offering. Based on our review, sufficient capacity exists under the Existing Unsecured Notes indenture to permit the incurrence of the proposed Senior Secured Notes and the granting of the related security interests. The Senior Secured Notes will be structurally senior to the Existing Unsecured Notes to the extent of the Collateral.
A summary of the existing debt instruments is attached as Exhibit F.
IX. Shareholder Agreements and Investor Rights