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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

TO: Jennifer Kwon, Responsible Partner; Theodore Langston, Billing Partner

FROM: Eric Johannsen, Lead Associate; Claire Dempsey, Working Associate

DATE: April 27, 2025

RE: Due Diligence Memorandum — Regulatory and Licensing — Dunmore Energy Holdings Ltd. $850,000,000 9.375% Senior Secured Notes due 2032

MATTER NO.: 1016-00003

FIRM: Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017

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I. Executive Summary

This memorandum summarizes the findings of the regulatory and licensing due diligence review conducted by Calderwood & Harkness LLP in connection with the proposed offering (the "Offering") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") by Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted company (Registry No. MC-384726), and Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation (EIN 93-4728106), as co-issuers. The Notes will be guaranteed on a senior secured basis by certain subsidiaries of DEH (the "Guarantors") and secured by first-priority liens on the Notes Priority Collateral, as more fully described in the Indenture and the Security Documents.

The scope of this review covers all material governmental approvals, licenses, permits, concessions, and regulatory authorizations required for the operations of DEH and the Guarantor subsidiaries across four primary jurisdictions: (i) the Federal Republic of Nigeria, (ii) the Republic of Senegal, (iii) the United States (specifically the Gulf of Mexico Outer Continental Shelf and West Texas), and (iv) the United Kingdom (with respect to Dunmore Trading Ltd.). The review also addresses the regulatory requirements associated with the creation, perfection, and enforcement of the security interests contemplated by the Security Documents, and the implications of regulatory approvals (or the absence thereof) for the Offering and the collateral structure.

Due diligence documents were collected and reviewed pursuant to the Master Due Diligence Request List dated April 10, 2025, as supplemented. The review was further informed by interviews with Dunmore management, including Alistair Forde, General Counsel, and Deepa Rajaram, Chief Financial Officer, as well as consultations with local counsel in Nigeria and Senegal. Specifically, the following local counsel were engaged for jurisdiction-specific analysis:

• Nigeria: Abayomi Chambers, Lagos (Chidinma Okafor, lead partner), engaged to provide analysis of Nigerian petroleum regulatory matters, including the status of Oil Mining Leases ("OMLs"), Nigerian upstream Petroleum Regulatory Commission ("NUPRC") approvals, Calderon Group ("NNPC") consent requirements, and the enforceability of security interests under Nigerian law.

• Senegal: Theron Moss & Associates SARL, Dakar (Moustapha Sy, lead partner), engaged to provide analysis of Senegalese petroleum regulatory matters, including the status of the Cayar Offshore Block production sharing contract ("PSC"), Ministère de l'Énergie permits and approvals, and the enforceability of security interests under Senegalese law and the OHADA Uniform Acts.

• United States: Regulatory analysis with respect to all U.S. operations, including Bureau of Ocean Energy Management ("BOEM") leases, Bureau of Safety and Environmental Enforcement ("BSEE") permits, Federal Energy Regulatory Commission ("FERC") matters, and state-level permits, was performed by Calderwood & Harkness LLP.

Overall Conclusion. Based upon our review of the documents and information described herein, and subject to the reliance, qualifications, and limitations set forth in Section II.C below, we have concluded that all material regulatory approvals and licenses required for the operations of DEH and its Guarantor subsidiaries are current and in good standing, or, in limited instances, are in the process of being obtained in the ordinary course of business. Certain renewal and compliance matters are noted in the body of this memorandum and summarized in Section X. No regulatory impediments to the Offering, the guarantees, or the creation and perfection of security interests under the Security Documents have been identified, subject to the completion of certain pre-closing regulatory notifications and approvals described in Section X.A.

Cross-Reference to OM Disclosure. The findings set forth in this memorandum have been cross-referenced against the Preliminary Offering Memorandum dated April 28, 2025 (the "Preliminary OM") and the OM Backup Memorandum prepared by Calderwood & Harkness LLP for factual accuracy. We have identified no material discrepancies between the regulatory and licensing information set forth in the Preliminary OM and the information obtained through our due diligence review. Specific matters relating to OM disclosure are addressed in Section X.C.

II. Methodology and Sources

A. Documents Reviewed

Our due diligence review was conducted on the basis of the following categories of documents and information:

1. Master Due Diligence Request List. We reviewed all documents and information produced in response to items 5.1 through 5.47 of the Master Due Diligence Request List dated April 10, 2025 (the "Request List"), which encompassed the corporate and regulatory category. The Request List was circulated to Dunmore management and local counsel, and production was substantially complete as of April 24, 2025. Supplemental production was received on April 25 and 26, 2025 with respect to certain Nigerian and Senegalese regulatory filings.

2. OML Licenses. We reviewed copies of OML 47 and OML 63, including the original grant instruments, all amendments and renewals, and the most recent certificates of good standing issued by the NUPRC (formerly the Department of Petroleum Resources, "DPR"). These documents were produced in the virtual data room at folders 5.3 through 5.8.

3. Production Sharing Contract — Cayar Offshore Block. We reviewed the executed PSC between the Republic of Senegal (through the Ministère de l'Énergie) and Dunmore Senegal S.A. for the Cayar Offshore Block, including all amendments, supplemental agreements, and correspondence with the Ministère de l'Énergie. These documents were produced at folders 5.9 through 5.14.

4. BOEM Lease Instruments. We reviewed all OCS lease instruments held by Dunmore Gulf Operations LLC in the Green Canyon and Garden Banks areas of the Gulf of Mexico, including the original awards, any assignments, and records of rental and royalty payments. These documents were produced at folders 5.15 through 5.22.

5. BSEE Permits. We reviewed all current Applications for Permit to Drill ("APDs"), production safety system permits, well activity reports, and decommissioning plans filed with BSEE. These documents were produced at folders 5.23 through 5.28.

6. State and Local Permits. We reviewed state-level permits issued by the Railroad Commission of Texas, the Louisiana Department of Natural Resources, the Public Utility Commission of Texas ("PUCT"), and county-level permits for the West Texas solar portfolio. These documents were produced at folders 5.29 through 5.35.

7. Environmental Permits and Assessments. We reviewed all material environmental permits, environmental impact assessments ("EIAs"), and environmental compliance reports across all jurisdictions. These documents were produced at folders 5.36 through 5.42.

8. Virtual Data Room. All of the foregoing documents were accessed through the virtual data room hosted by Dunmore Energy Holdings Ltd. on the Thackeray Solutions platform, to which access was provided to Calderwood & Harkness LLP on April 16, 2025. The data room was organized by jurisdiction and regulatory category, and document indices were provided by Dunmore management.

9. Reserves Report. We reviewed the independent reserves report prepared by Duval Howard & Partners (Dr. Evelyn Marchetti, lead consultant; 1200 Smith Street, Suite 1800, Houston, TX 77002), dated as of December 31, 2024, covering OML 47, OML 63, the Cayar Offshore Block, and the Green Canyon and Garden Banks GoM leases (the "Reserves Report"). The Reserves Report estimates total proved reserves of 345.8 million barrels of oil equivalent ("MMboe") with a PV-10 of $6,700,000,000. The Reserves Report was prepared in accordance with the definitions and guidelines established by the Securities and Exchange Commission and the Society of Petroleum Engineers. We reviewed the Reserves Report for purposes of confirming the asset base underlying the regulatory approvals discussed herein and for cross-referencing against OM disclosure; we did not independently verify the reserves estimates or PV-10 calculations.

10. Audited Financial Statements. We reviewed the audited consolidated financial statements of Dunmore Energy Holdings Ltd. for the fiscal year ended December 31, 2024 (the "FY 2024 Financial Statements"), prepared in accordance with International Financial Reporting Standards and audited by Alverton & Co. LLP (Graham Stillwell, lead engagement partner), with an unqualified audit opinion dated March 14, 2025. We reviewed the FY 2024 Financial Statements for purposes of confirming regulatory-related liabilities, contingencies, and disclosures.

B. Interviews Conducted

In addition to our document review, we conducted the following interviews:

1. Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd. — Telephone interview conducted on April 18, 2025. Mr. Forde provided an overview of the Dunmore group's regulatory posture across all jurisdictions, confirmed the completeness of data room production with respect to regulatory items, and discussed the status of pending regulatory matters, including the Cayar Offshore Phase II development plan approval and the NUPRC notification process for the Nigerian debenture.

2. Chidinma Okafor, Lead Partner, Abayomi Chambers — Video conference conducted over two sessions on April 19 and April 20, 2025. Ms. Okafor provided detailed analysis of the Nigerian petroleum regulatory framework, the status of OML 47 and OML 63, the requirements of the Petroleum Industry Act 2021, NNPC consent and notification requirements for the creation of security interests over OML assets, and the enforceability of the Nigerian debenture and charge. Ms. Okafor also discussed the compliance status of Dunmore Nigeria E&P Ltd. with respect to the Nigerian Oil and Gas Industry Content Development Act, environmental regulations, and gas flaring requirements.

3. Moustapha Sy, Lead Partner, Theron Moss & Associates SARL — Video conference conducted on April 20, 2025. Mr. Sy provided detailed analysis of the Senegalese petroleum regulatory framework, the status of the Cayar Offshore Block PSC, the requirements of the Senegalese Petroleum Code (Code Pétrolier), the pending Phase II development plan approval, Ministère de l'Énergie notification requirements for the creation of security interests, and the enforceability of the nantissement and cession fiduciaire under Senegalese law and the OHADA Uniform Acts.

4. Dunmore Operational Personnel — In-person meeting conducted at Dunmore's Houston office (2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056) on April 22, 2025. Attendees included representatives of Dunmore's regulatory affairs, environmental health and safety, and land departments. The meeting addressed the status of BOEM leases, BSEE permits, environmental permits for GoM and West Texas operations, decommissioning obligations, and BOEM financial assurance requirements.

C. Reliance and Limitations

This memorandum is based upon, and our conclusions are subject to, the following qualifications and limitations:

1. Reliance on Management Representations. We have relied on the representations of Dunmore management, including Alistair Forde, General Counsel, and Deepa Rajaram, Chief Financial Officer, as to the completeness and accuracy of the documents and information produced in the virtual data room and during interviews. We have not independently verified the factual accuracy of such representations, except to the extent that such facts are confirmed by the documents reviewed or by local counsel.

2. Reliance on Local Counsel. With respect to Nigerian law, we have relied on the analysis and representations of Chidinma Okafor, Abayomi Chambers. With respect to Senegalese law, we have relied on the analysis and representations of Moustapha Sy, Theron Moss & Associates SARL. With respect to English law, we have relied on the analysis and representations of Fiona Halsted, Cresswell & Greaves LLP. We have not independently analyzed matters of foreign law.

3. Formal Opinions to be Delivered at Closing. This memorandum does not constitute a legal opinion. Formal closing opinions will be delivered separately at the closing of the Offering on or about May 15, 2025 by: (a) Abayomi Chambers (as to Nigerian law), (b) Theron Moss & Associates SARL (as to Senegalese law), (c) Cresswell & Greaves LLP (as to English law), and (d) Calderwood & Harkness LLP (as to the laws of the State of New York and applicable U.S. federal law). The conclusions set forth in this memorandum are preliminary in nature and are subject to confirmation in the formal closing opinions.

4. No Title Opinion. This memorandum does not constitute a title opinion with respect to any real property, mineral interests, or lease interests. Title matters are addressed in a separate Due Diligence Memorandum — Title and Property Interests prepared by Calderwood & Harkness LLP.

5. Cut-Off Date. The information in this memorandum is current as of April 27, 2025. We have not undertaken to update this memorandum for developments occurring after such date, although we will review material developments through the closing date.

III. Nigeria — Dunmore Nigeria E&P Ltd.

A. Entity Overview

Dunmore Nigeria E&P Ltd. ("Dunmore Nigeria") is a company incorporated under the laws of the Federal Republic of Nigeria pursuant to the Companies and Allied Matters Act ("CAMA") and registered with the Corporate Affairs Commission ("CAC"). Dunmore Nigeria is a wholly-owned subsidiary of DEH and serves as the operator of OML 47 and OML 63, both located in the Niger Delta region of Nigeria. Dunmore Nigeria is a Guarantor subsidiary under the Indenture dated as of May 15, 2025 (the "Indenture") among DEH, DUFC, the Guarantors, and Northgate Trust Company, N.A. ("Northgate" or the "Trustee"), and is granting security interests over its assets pursuant to a Nigerian law debenture and charge (the "Nigerian Debenture") in favor of Northgate Trust Company, N.A. (as Collateral Agent).

Dunmore Nigeria's operations constitute the single largest component of the Dunmore group's proved reserves and PV-10 value. As set forth in the Reserves Report, OML 47 and OML 63 together represent approximately 229.9 MMboe of proved reserves and an aggregate PV-10 of $4,460,000,000, constituting approximately 66.5% of the Dunmore group's total proved reserves and approximately 66.6% of total PV-10 value.

B. Oil Mining Leases — OML 47 and OML 63

Regulatory Framework. The Nigerian petroleum regulatory framework is governed primarily by the Petroleum Industry Act 2021 (the "PIA"), which was signed into law on August 16, 2021 and superseded the Petroleum Act 1969, the Associated Gas Re-injection Act, and related legislation. The PIA established the NUPRC as the successor agency to the DPR for upstream petroleum regulatory matters. Under the PIA, OMLs are the principal instrument by which the Nigerian government grants the right to explore for and produce petroleum within a designated area. OMLs are awarded by the Minister of Petroleum Resources and are subject to the regulatory oversight of the NUPRC.

OMLs granted under the prior regime continue in force under the PIA, subject to the transitional provisions of the PIA and the conversion requirements set forth therein. Both OML 47 and OML 63 were originally granted under the Petroleum Act 1969 and have been confirmed as continuing in force by the NUPRC. Dunmore management has confirmed that the conversion process under the PIA (to the extent applicable) has been completed or is not required for currently producing OMLs.

OML 47. OML 47 was originally granted by the Federal Government of Nigeria to Dunmore Nigeria E&P Ltd. (then operating under a predecessor name) on March 18, 1998, for an initial term of twenty (20) years. The OML was renewed on March 12, 2018, for an additional term of twenty (20) years, with a current expiration date of March 18, 2038. The renewal was granted by the then-DPR (now NUPRC) following the submission of a renewal application, payment of the prescribed renewal fee, and satisfaction of the statutory requirements for renewal, including demonstration of continued technical and financial capability and compliance with the terms of the original grant.

The Reserves Report attributes proved reserves of 142.6 MMboe and a PV-10 of $2,840,000,000 to OML 47 as of December 31, 2024. Dunmore Nigeria E&P Ltd. is the designated operator of OML 47. Dunmore Nigeria holds a 55% working interest in OML 47, with the remaining 45% held by NNPC through its statutory participation rights (as discussed in Section III.D below). Production from OML 47 in FY 2024 averaged approximately 38,200 barrels of oil equivalent per day ("boepd"), of which Dunmore Nigeria's net share was approximately 21,010 boepd.

Royalty obligations under OML 47 are determined in accordance with the fiscal terms set forth in the PIA, which replaced the prior royalty regime under the Petroleum Act 1969. Under the PIA, royalties for onshore and shallow-water OMLs are assessed at rates ranging from 5% to 12.5% of the value of crude oil produced, depending on production levels and water depth. Additional fiscal obligations include the Hydrocarbon Tax ("HT") and Companies Income Tax ("CIT"), as discussed in Section III.G.

We reviewed the original grant instrument, the 2018 renewal instrument, and the most recent NUPRC certificate of good standing for OML 47. Based on our review and the confirmation provided by Chidinma Okafor of Abayomi Chambers, OML 47 is current and in good standing. No notices of default, threatened revocation, or non-compliance have been issued by the NUPRC with respect to OML 47.

OML 63. OML 63 was originally granted by the Federal Government of Nigeria to Dunmore Nigeria E&P Ltd. on July 22, 2003, for an initial term of twenty (20) years. A renewal application was submitted by Dunmore Nigeria in January 2023, and the NUPRC granted renewal on September 8, 2023, for an additional term of twenty (20) years, with a current expiration date of July 22, 2043.

The Reserves Report attributes proved reserves of 87.3 MMboe and a PV-10 of $1,620,000,000 to OML 63 as of December 31, 2024. Dunmore Nigeria E&P Ltd. is the designated operator of OML 63. Dunmore Nigeria holds a 60% working interest in OML 63, with NNPC holding the remaining 40% through its statutory participation rights. Production from OML 63 in FY 2024 averaged approximately 22,400 boepd, of which Dunmore Nigeria's net share was approximately 13,440 boepd.

We reviewed the original grant instrument, the 2023 renewal instrument, and the most recent NUPRC certificate of good standing for OML 63. Based on our review and the confirmation provided by Chidinma Okafor of Abayomi Chambers, OML 63 is current and in good standing. No notices of default, threatened revocation, or non-compliance have been issued by the NUPRC with respect to OML 63.

C. Department of Petroleum Resources / NUPRC Approvals

In addition to the OML licenses themselves, the operations conducted by Dunmore Nigeria on OML 47 and OML 63 require various approvals and authorizations from the NUPRC (as successor to the DPR). We reviewed the following categories of NUPRC approvals:

Field Development Plans. Field development plans ("FDPs") have been approved by the NUPRC for both OML 47 and OML 63. The FDP for OML 47 was originally approved on November 3, 2000, and has been amended and updated on three occasions, most recently in June 2022 to reflect the Phase 3 infill drilling program. The FDP for OML 63 was originally approved on February 14, 2005, and was most recently amended in October 2021. Both FDPs are current and no amendments are pending or required at this time.

Annual Production Program Approvals. The NUPRC requires the annual submission and approval of production programs for each OML. Dunmore Nigeria submitted its 2025 annual production programs for OML 47 and OML 63 in December 2024, and both were approved by the NUPRC in January 2025. Production is currently being conducted in accordance with the approved programs.

Environmental Permits. Dunmore Nigeria holds all required environmental permits and authorizations for its operations on OML 47 and OML 63, including permits issued pursuant to the DPR Environmental Guidelines and Standards for the Petroleum Industry in Nigeria (the "EGASPIN") and the Environmental Impact Assessment Act (Cap E12 LFN 2004). Environmental impact assessments have been filed and approved for all production activities currently being conducted on both OMLs. We discuss environmental matters in greater detail in Section III.E below.

Gas Flaring Permits and Flaring Reduction Plans. Gas flaring activities on OML 47 and OML 63 are conducted pursuant to permits issued under the Associated Gas Re-injection Act and the PIA's gas flaring provisions. Dunmore Nigeria has submitted and received approval for gas flaring reduction plans for both OMLs, which set forth specific targets for the reduction of routine gas flaring over a five-year horizon. Dunmore Nigeria's current methane flaring intensity of 3.8 m³/boe compares favorably to the industry average of 5.1 m³/boe, as reported by the Barrisford Advisory Group LLC. We note that the PIA imposes escalating penalties for routine gas flaring, and Dunmore Nigeria's compliance with the approved flaring reduction plans will require continued capital investment in gas utilization infrastructure. This matter is discussed further in Section III.E and is flagged as an ongoing monitoring item in Section X.B.

Local Content Requirements. Dunmore Nigeria is subject to the Nigerian Oil and Gas Industry Content Development Act 2010 (the "Local Content Act"), which requires upstream operators to achieve specified levels of Nigerian participation in procurement, employment, training, and technology transfer. We reviewed Dunmore Nigeria's most recent Nigerian Content Development Plan and the most recent compliance report submitted to the Nigerian Content Development and Monitoring Board ("NCDMB"). Based on our review, Dunmore Nigeria is in material compliance with the Local Content Act. Ms. Okafor of Abayomi Chambers has confirmed that no enforcement actions or notices of non-compliance have been issued by the NCDMB against Dunmore Nigeria.

D. NNPC Compliance

Statutory Participation. Under the PIA and its predecessor statutes, NNPC (now Calderon Group, "NNPC Ltd.") holds statutory participation rights (commonly referred to as "back-in rights") in all OMLs. With respect to OML 47, NNPC Ltd. holds a 45% participating interest, and with respect to OML 63, NNPC Ltd. holds a 40% participating interest. These participation rights arise by operation of law and are reflected in the joint operating agreements ("JOAs") governing each OML.

Joint Operating Agreements. Dunmore Nigeria and NNPC Ltd. are parties to JOAs governing the operations of OML 47 and OML 63, respectively. The JOAs establish the rights and obligations of the parties with respect to work programs, budgets, cash calls, and decision-making procedures. We reviewed both JOAs and confirmed that they are in full force and effect. Dunmore Nigeria's cash call and funding obligations to NNPC Ltd. under the JOAs are current, and no disputes or defaults under the JOAs have been reported by Dunmore management.

NNPC Consent for Security Interests. A critical issue for purposes of the collateral structure is whether the creation of the Nigerian Debenture in favor of Northgate (as Collateral Agent) requires the prior consent of NNPC Ltd. or is subject to any notification requirement under the JOAs or applicable law. We engaged Chidinma Okafor of Abayomi Chambers to analyze this question in detail.

Ms. Okafor's analysis concludes that: (i) the JOAs for both OML 47 and OML 63 contain provisions requiring notification to the non-operating party (NNPC Ltd.) in the event that the operating party (Dunmore Nigeria) creates or grants any encumbrance over its interests in the OML or the JOA; (ii) the PIA does not impose a separate consent requirement for the creation of security interests, but the NUPRC should be notified; and (iii) as a practical matter, both NUPRC notification and NNPC notification should be completed prior to closing to ensure that the Nigerian Debenture is effective and enforceable against third parties. Ms. Okafor has confirmed that Abayomi Chambers is preparing the necessary notifications and expects to complete the filing process before the anticipated closing date of May 15, 2025. This item is identified as a pre-closing action item in Section X.A.

NNPC Sanctions Screening. NNPC Ltd. and its directors and officers were screened by Sandoval Compliance Solutions LLC (Rosa Medina, lead consultant) against the OFAC Specially Designated Nationals and blocked Persons List ("SDN List"), the OFAC Sectoral Sanctions Identifications List ("SSI List"), the EU Consolidated Sanctions List, and the UK Office of Financial Sanctions Implementation ("OFSI") Consolidated List. The screening was completed on April 25, 2025. No hits were identified on any list. The results of the screening are documented in the Counterparty and JV Partner Sanctions Checklist maintained by Sandoval Compliance Solutions LLC.

E. Environmental and Community Obligations

Environmental Impact Assessments. Environmental impact assessments have been filed and approved for all production activities currently conducted on OML 47 and OML 63, as required by the Environmental Impact Assessment Act and the EGASPIN. The most recent EIA for OML 47 was approved in September 2021, and the most recent EIA for OML 63 was approved in March 2022. Both EIAs are current and no additional EIAs are required for ongoing production operations. Any new drilling activities or significant modifications to field development plans would require supplemental EIA filings.

Community Development Agreements. Dunmore Nigeria has entered into community development agreements ("CDAs") with host communities in the Niger Delta region as required by the PIA and as a matter of corporate social responsibility. The CDAs establish Dunmore Nigeria's obligations with respect to community development projects, employment of community members, environmental remediation, and conflict resolution. Dunmore management represented that the CDAs are current and that Dunmore Nigeria's community development spend in FY 2024 was approximately $14.2 million, as confirmed by data provided by the Barrisford Advisory Group LLC, which serves as Dunmore's community engagement consultant in Nigeria.

Niger Delta Remediation Obligations. Dunmore Nigeria has ongoing remediation obligations with respect to historical oil spill sites on OML 47 and OML 63. Dunmore management represented that all known spill sites have been identified, that remediation activities are underway in accordance with NUPRC directives and the EGASPIN, and that adequate reserves have been established in the FY 2024 Financial Statements for estimated remediation costs. We reviewed the environmental contingency disclosures in the FY 2024 Financial Statements and noted that approximately $23.7 million has been accrued for Niger Delta environmental remediation obligations. We did not independently assess the adequacy of these reserves.

Gas Flaring Compliance. As noted in Section III.C above, Dunmore Nigeria's methane flaring intensity of 3.8 m³/boe is below the industry average of 5.1 m³/boe. The PIA establishes a framework of escalating penalties for routine gas flaring and requires operators to implement gas utilization plans. Dunmore management represented that Dunmore Nigeria has invested approximately $42 million over the past three fiscal years in gas utilization infrastructure, including gas gathering systems and gas-to-power facilities. The Nigerian regulatory landscape with respect to gas flaring is evolving, and we flag this as an ongoing monitoring item in Section X.B.

F. Foreign Exchange and Capital Controls

The Central Bank of Nigeria ("CBN") regulates foreign exchange transactions and the repatriation of funds from Nigeria. Under the current CBN guidelines, petroleum companies operating in Nigeria are permitted to repatriate net earnings and dividends in foreign currency, subject to compliance with applicable documentation and reporting requirements. Dunmore Nigeria repatriates funds to DEH through intercompany dividends and management fees, in each case in compliance with the CBN's foreign exchange regulations and applicable transfer pricing requirements.

The implications of CBN foreign exchange regulations for the Collateral Agent's ability to enforce the Nigerian Debenture and realize proceeds from Nigerian collateral are discussed in Ms. Okafor's preliminary assessment. Ms. Okafor has noted that the enforcement of the Nigerian Debenture and the repatriation of enforcement proceeds would be subject to CBN regulations in effect at the time of enforcement, and that while there are no current restrictions that would prohibit such enforcement or repatriation, the CBN has historically imposed ad hoc foreign exchange restrictions during periods of economic stress. This risk is reflected in the risk factor disclosure in the Preliminary OM.

G. Tax and Fiscal Regulatory

Petroleum Profits Tax. Dunmore Nigeria is subject to the Hydrocarbon Tax (as established by the PIA, replacing the former Petroleum Profits Tax under the Petroleum Profits Tax Act) and the Companies Income Tax ("CIT") under the Companies Income Tax Act. The HT rate applicable to onshore and shallow-water operations is 30% of chargeable profits (transitioning from the historical PPT rate of 85% for new entrants and 65.75% for established operators). Dunmore Nigeria's HT and CIT filings are current, and Dunmore management has represented that no material tax disputes are pending with the Federal Inland Revenue Service ("FIRS").

Tax Clearance Certificates. Dunmore Nigeria's Nigerian tax clearance certificates are current. Tax clearance certificates for the three most recent fiscal years (FY 2022, FY 2023, and FY 2024) were reviewed in the virtual data room. The certificates confirm that Dunmore Nigeria has fulfilled its tax obligations for the relevant fiscal years.

Withholding Tax on Interest Payments. Under Nigerian tax law, withholding tax is imposed on interest payments made by Nigerian entities to non-resident persons. The applicable withholding tax rate is 10%, subject to reduction under applicable tax treaties. The Indenture contains customary tax gross-up provisions requiring the Guarantors (including Dunmore Nigeria) to pay such additional amounts as may be necessary so that the net amount received by the holders of the Notes after any withholding or deduction for Nigerian taxes equals the amount that would have been received absent such withholding. The tax gross-up provisions are described in the Preliminary OM and were reviewed by Calderwood & Harkness LLP for consistency with Nigerian tax law requirements.

H. Abayomi Chambers Assessment

Chidinma Okafor of Abayomi Chambers has provided a preliminary assessment, based on her review of the documents and information described above, that all material Nigerian regulatory approvals required for the operations of Dunmore Nigeria E&P Ltd. are in good standing. Ms. Okafor has confirmed that:

(a) OML 47 and OML 63 are valid and subsisting, and no grounds for revocation or forfeiture exist;

(b) all required NUPRC, environmental, and local content approvals are current;

(c) the creation of the Nigerian Debenture in favor of Northgate (as Collateral Agent) is permissible under Nigerian law, subject to completion of the NUPRC and NNPC notification processes described above; and

(d) no regulatory impediments to the guarantee by Dunmore Nigeria or the creation of security interests over Dunmore Nigeria's assets have been identified.

A formal Nigerian law opinion addressing these matters, as well as the enforceability of the Nigerian Debenture and the Guarantee under Nigerian law, will be delivered by Abayomi Chambers at the closing of the Offering on May 15, 2025.

IV. Senegal — Dunmore Senegal S.A.

A. Entity Overview

Dunmore Senegal S.A. ("Dunmore Senegal") is a société anonyme organized under the laws of the Republic of Senegal pursuant to the OHADA Uniform Act Relating to Commercial Companies and Economic Interest Groups (Acte Uniforme relatif au Droit des Sociétés Commerciales et du Groupement d'Intérêt Économique). Dunmore Senegal is a wholly-owned subsidiary of DEH and serves as the operator of the Cayar Offshore Block, located in the offshore waters of the Republic of Senegal. Dunmore Senegal is a Guarantor subsidiary under the Indenture and is granting security interests over its assets pursuant to a nantissement (pledge) and cession fiduciaire (fiduciary assignment) in favor of Northgate Trust Company, N.A. (as Collateral Agent) (collectively, the "Senegalese Security Interests").

The Cayar Offshore Block represents a significant growth asset within the Dunmore portfolio. The Reserves Report attributes proved reserves of 64.1 MMboe and a PV-10 of $1,190,000,000 to the Cayar Offshore Block as of December 31, 2024. Approximately $250,000,000 of the net proceeds of the Notes offering is expected to be allocated to the Phase II development capital expenditure program for the Cayar Offshore Block, as described in the "Use of Proceeds" section of the Preliminary OM.

B. Production Sharing Contract — Cayar Offshore Block

Contract Summary. The Cayar Offshore Block is operated by Dunmore Senegal pursuant to a production sharing contract (the "PSC") entered into between the Republic of Senegal, acting through the Ministère de l'Énergie (the "Ministry"), and Dunmore Senegal S.A. The PSC was executed on June 14, 2017, and became effective on August 1, 2017, following ratification by Presidential Decree.

Current Phase. The Cayar Offshore Block is currently transitioning from the exploration and appraisal phase (Phase I) to the development phase (Phase II). Phase I exploration activities, which included the acquisition and interpretation of 3D seismic data and the drilling of four exploration and appraisal wells, have been completed. Phase II, which will encompass the drilling of development wells, the installation of subsea production infrastructure, and the construction of an FPSO facility, is expected to commence in Q3 2025 upon receipt of the Phase II development plan approval from the Ministry. The Phase II development plan was submitted to the Ministry in February 2025 and is currently under review. Mr. Sy of Theron Moss & Associates has confirmed that the approval process is proceeding in the ordinary course and that no objections or concerns have been raised by the Ministry to date.

Fiscal Terms. The PSC establishes the fiscal terms governing the Cayar Offshore Block, including the cost oil mechanism (permitting Dunmore Senegal to recover eligible development and operating costs from production), the profit oil split between the Republic of Senegal and Dunmore Senegal (on a sliding scale based on the cumulative R-factor), royalties payable to the Republic of Senegal (at a rate of 10% of the value of production), and the state's right to acquire a participating interest in the development phase (not to exceed 20%, with the state's share of costs carried during the exploration phase).

Work Commitments. The PSC establishes minimum work commitments for each phase, including minimum exploration expenditure commitments and well obligations. Mr. Sy has confirmed that Dunmore Senegal has fulfilled all work commitments required for Phase I and that the remaining work commitments are contingent upon the commencement of Phase II.

Extension and Renewal. The PSC provides for the extension of the exploration phase and the grant of a development and production period upon the declaration of a commercial discovery and the approval of a development plan. The development and production period has a term of twenty-five (25) years from the date of approval of the development plan, subject to extension by mutual agreement.

Assignment and Change-of-Control Provisions. The PSC contains provisions restricting the assignment or transfer of Dunmore Senegal's rights under the PSC without the prior consent of the Ministry. We analyzed whether the Notes offering, as a financing transaction by DEH (the indirect parent of Dunmore Senegal), would trigger the assignment or change-of-control restrictions in the PSC. Based on our review and Mr. Sy's analysis, the Notes offering does not constitute an "assignment" or "transfer" of Dunmore Senegal's rights under the PSC, as DEH is not a party to the PSC and the Notes offering does not result in a change in the direct or indirect ownership of Dunmore Senegal. However, the creation of the Senegalese Security Interests in favor of the Collateral Agent should be notified to the Ministry, as discussed in Section IV.C below.

C. Ministère de l'Énergie Permits and Approvals

Exploration Permit. Dunmore Senegal holds an exploration authorization (autorisation exclusive de recherche) for the Cayar Offshore Block, originally granted by the Ministry on August 1, 2017, and extended on two occasions (most recently in March 2024). The exploration authorization remains in effect pending the transition to the development phase.

Environmental and Social Impact Assessment. An environmental and social impact assessment ("ESIA") was prepared and submitted to the Ministry and the Ministère de l'Environnement in accordance with the Senegalese Environmental Code (Code de l'Environnement) and the PSC requirements. The ESIA was approved on November 22, 2019, and covers the exploration and initial development activities for the Cayar Offshore Block. A supplemental ESIA addressing the full scope of Phase II development activities was submitted in March 2025 and is under review concurrent with the Phase II development plan.

Development Plan Approval. As noted above, the Phase II development plan was submitted to the Ministry in February 2025 and is currently pending approval. Mr. Sy has confirmed that the approval process is proceeding in the ordinary course, that Dunmore Senegal has responded to all information requests from the Ministry, and that no objections or concerns have been raised. Mr. Sy anticipates that approval will be received in Q2 or early Q3 2025. We note that the Phase II development plan approval is not a closing condition for the Notes offering and, per Mr. Sy's analysis, the pendency of the approval does not affect the validity of the existing exploration authorization, the PSC, or the ability to create the Senegalese Security Interests.

Drilling Permits. Drilling permits for the planned Phase II development wells will be obtained from the NUPRC equivalent in Senegal (the Direction des Hydrocarbures) following the approval of the Phase II development plan. No drilling permits for Phase II wells have been applied for or issued to date, as the development plan is still pending.

D. Senegalese Petroleum Code Compliance

Dunmore Senegal is subject to the Senegalese Petroleum Code (Code Pétrolier), as amended, which establishes the regulatory framework for petroleum exploration and production activities in Senegal. Key compliance areas include:

Local Content Obligations. The Petroleum Code and the PSC require Dunmore Senegal to implement local content measures, including the use of Senegalese goods and services where available on competitive terms, the employment and training of Senegalese nationals, and the transfer of technology. Dunmore Senegal has established a local content plan, which was approved by the Ministry, and has submitted annual compliance reports. Mr. Sy has confirmed that Dunmore Senegal is in material compliance with its local content obligations.

Employment and Training. The PSC requires Dunmore Senegal to employ Senegalese nationals in specified percentages of its workforce and to provide training programs for Senegalese employees. Dunmore Senegal's current workforce includes approximately 82 Senegalese nationals out of a total workforce of 115 in-country employees (approximately 71%), which Mr. Sy confirmed exceeds the PSC's minimum requirement.

Reporting Obligations. Dunmore Senegal is required to submit periodic reports to the Comité National des Hydrocarbures ("CNH") and the Ministry, including production reports, financial reports, and environmental compliance reports. Mr. Sy has confirmed that all required reports have been submitted on a timely basis and that no deficiencies have been identified by the CNH or the Ministry.

E. Environmental Regulations

Dunmore Senegal's operations on the Cayar Offshore Block are subject to the Senegalese Environmental Code, marine environmental protection regulations, and the environmental provisions of the PSC. As noted above, the ESIA for the exploration and initial development phase was approved in November 2019, and a supplemental ESIA for Phase II activities is under review.

Marine environmental protection requirements are particularly significant for the Cayar Offshore Block, given its proximity to the Cayar marine protected area and the importance of fisheries to the local economy. Dunmore Senegal has implemented an environmental management plan that includes measures for the prevention and mitigation of marine pollution, the monitoring of marine biodiversity, and the management of drilling waste. Mr. Sy has confirmed that Dunmore Senegal has not received any notices of violation or enforcement actions from the Senegalese environmental authorities.

With respect to ESG disclosure, Scope 1 emissions attributable to Cayar operations are currently minimal, given that production has not yet commenced. However, estimated Scope 1 emissions for Phase II production operations have been calculated and are disclosed in the Preliminary OM in accordance with the ESG Disclosure Framework Memorandum prepared by Calderwood & Harkness LLP.

F. Foreign Investment and Exchange Controls

The Republic of Senegal is a member of the West African Economic and Monetary Union ("WAEMU"), and its currency, the CFA franc (XOF), is managed by the Banque Centrale des États de l'Afrique de l'Ouest ("BCEAO"). Under BCEAO regulations, the repatriation of capital, dividends, and loan repayments by foreign investors is generally permitted, subject to compliance with applicable documentation, reporting, and approval requirements. Dunmore Senegal repatriates funds to DEH through intercompany dividends and management fees in compliance with BCEAO regulations.

The implications of BCEAO regulations for the Collateral Agent's ability to enforce the Senegalese Security Interests and repatriate enforcement proceeds have been analyzed by Mr. Sy. Mr. Sy has confirmed that, under current BCEAO regulations, the Collateral Agent would be able to enforce the nantissement and cession fiduciaire and repatriate the proceeds to the noteholders, subject to compliance with applicable procedural requirements. Mr. Sy has noted that the BCEAO has the authority to impose capital controls in exceptional circumstances, and that this risk is inherent in any cross-border secured transaction involving a WAEMU member state.

G. Sanctions Considerations

All partners and counterparties associated with the Cayar Offshore Block, including Senegalese governmental entities and officials, were screened by Sandoval Compliance Solutions LLC (Rosa Medina, lead consultant) against the OFAC SDN List, the OFAC SSI List, the EU Consolidated Sanctions List, and the UK OFSI Consolidated List. The screening was completed on April 25, 2025. No hits were identified on any list. No Senegalese government officials or entities associated with the Cayar Offshore Block have been identified on any sanctions list. The results of the screening are documented in the Counterparty and JV Partner Sanctions Checklist.

H. Theron Moss & Associates Assessment

Moustapha Sy of Theron Moss & Associates SARL has provided a preliminary assessment, based on his review of the documents and information described above, that all material Senegalese regulatory approvals required for the operations of Dunmore Senegal S.A. are in place or in the process of being obtained in the ordinary course of business. Mr. Sy has confirmed that:

(a) the PSC is valid and in full force and effect;

(b) the exploration authorization is current and in good standing;

(c) the Phase II development plan approval is pending but is proceeding in the ordinary course and does not affect the validity of existing permits or the ability to create the Senegalese Security Interests;

(d) the creation of the nantissement and cession fiduciaire in favor of Northgate (as Collateral Agent) is permissible under Senegalese law and the OHADA Uniform Acts, subject to notification to the Ministry; and

(e) no regulatory impediments to the guarantee by Dunmore Senegal or the creation of the Senegalese Security Interests have been identified.

A formal Senegalese law opinion addressing these matters, as well as the enforceability of the Senegalese Security Interests and the Guarantee under Senegalese law, will be delivered by Theron Moss & Associates SARL at the closing of the Offering on May 15, 2025.

V. United States — Gulf of Mexico Operations

A. Entity Overview

Dunmore Gulf Operations LLC ("Dunmore Gulf") is a limited liability company organized under the laws of the State of Delaware. Dunmore Gulf is a wholly-owned subsidiary of DEH and serves as the leaseholder for deepwater oil and gas leases in the Green Canyon and Garden Banks protraction areas of the Gulf of Mexico Outer Continental Shelf ("OCS"). Dunmore Gulf is a Guarantor subsidiary under the Indenture and is granting security interests over its assets pursuant to a Pledge and Security Agreement governed by New York law (the "U.S. Collateral Agreement"), which creates a first-priority lien on the equity interests and assets of Dunmore Gulf. UCC-1 financing statements are to be filed with the Delaware Secretary of State to perfect the security interests in personal property collateral. Dunmore Gulf's principal office is located at 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056.

B. BOEM (Bureau of Ocean Energy Management) Leases

Green Canyon Lease blocks. Dunmore Gulf holds OCS leases in seven blocks in the Green Canyon protraction area, awarded in various OCS Lease Sales between 2010 and 2018. The specific lease numbers are: OCS-G 34872, OCS-G 34873, OCS-G 36104, OCS-G 36105, OCS-G 38291, OCS-G 38292, and OCS-G 39410. Six of the seven Green Canyon leases are currently held by production — that is, production in paying quantities has been established on each lease, which extends the term of the lease beyond its initial primary term for so long as production continues in paying quantities. One lease (OCS-G 39410) remains in its initial primary term, which expires in October 2027; Dunmore Gulf expects to establish production on this lease prior to the expiration of the primary term through the completion of a currently drilled but uncompleted well.

Garden Banks Lease blocks. Dunmore Gulf holds OCS leases in four blocks in the Garden Banks protraction area, awarded in OCS Lease Sales held in 2012 and 2015. The specific lease numbers are: OCS-G 35518, OCS-G 35519, OCS-G 37202, and OCS-G 37203. All four Garden Banks leases are currently held by production.

Reserves and Production. The Reserves Report attributes total proved reserves of 51.8 MMboe and a PV-10 of $1,050,000,000 to the Green Canyon and Garden Banks leases, collectively, as of December 31, 2024. Combined production from all GoM leases in FY 2024 averaged approximately 18,600 boepd.

Royalty and Rental Obligations. OCS leases are subject to royalty and rental obligations established by BOEM under the Outer Continental Shelf Lands Act ("OCSLA"), 43 U.S.C. § 1331 et seq. Royalty rates for deepwater leases vary depending on the date of lease award and the terms of the applicable lease sale notice, ranging from 12.5% to 18.75% of the value of production. Dunmore Gulf's leases are subject to royalty rates ranging from 12.5% to 16.67%. Annual rental payments are required during the primary term of each lease prior to the establishment of production. Dunmore management has represented, and our review of BOEM records has confirmed, that all royalty and rental payments are current and that no delinquencies or underpayments have been identified.

BOEM Financial Assurance Requirements. BOEM requires OCS leaseholders to provide financial assurance (in the form of surety bonds, third-party guarantees, or other acceptable instruments) to guarantee the leaseholder's ability to fulfill its obligations under the lease, including decommissioning obligations. In recent years, BOEM has increased its focus on supplemental bonding requirements, particularly for leaseholders that do not meet BOEM's financial threshold criteria (based on audited financial statements and credit ratings). Dunmore Gulf currently satisfies BOEM's financial assurance requirements through a combination of surety bonds and a corporate guarantee from DEH. We discuss the impact of the Notes offering on financial assurance compliance in Section V.G below.

Assignment and Transfer Provisions. OCS leases are subject to BOEM's pre-approval requirements for any assignment or transfer of the lease or any interest therein. The creation of a security interest or lien on an OCS lease (such as the collateral assignment contemplated by the U.S. Collateral Agreement) constitutes an "assignment" under BOEM's regulations and requires BOEM's prior approval. BOEM's approval process involves a review of the proposed assignee's (in this case, the Collateral Agent's) qualifications, financial capability, and compliance history. Dunmore Gulf's counsel has confirmed that the application for BOEM approval of the collateral assignment to Northgate Trust Company, N.A. will be submitted promptly and that approval is expected to be received prior to closing. This is a standard administrative process that BOEM routinely approves for secured financing transactions. This item is identified as a pre-closing action item in Section X.A.

C. BSEE (Bureau of Safety and Environmental Enforcement) Permits

Applications for Permit to Drill (APDs). Dunmore Gulf currently holds active APDs for eight wells across its Green Canyon and Garden Banks lease blocks. All APDs were reviewed and confirmed to be current and valid. APDs are issued by BSEE following review of the proposed well design, drilling procedures, and safety measures, and are subject to specific conditions and expiration dates. No APDs have expired or been revoked, and no applications are currently pending.

Production Safety System Permits. Dunmore Gulf holds the required production safety system permits for all producing facilities on its OCS leases. These permits are issued by BSEE following the testing and approval of the safety systems on each production platform or subsea installation.

Well Activity Reports and Compliance History. We reviewed Dunmore Gulf's compliance history with BSEE, including well activity reports, inspection records, and any incidents of non-compliance or notices of violation ("INCs"). Based on our review, Dunmore Gulf has a satisfactory compliance history with BSEE. No outstanding notices of violation, civil penalties, or enforcement actions have been identified. Dunmore Gulf received two minor INCs in 2023 relating to documentation deficiencies on one of its Green Canyon platforms, both of which were corrected within the prescribed period and closed by BSEE without penalty.

Decommissioning Obligations. OCS leaseholders are obligated to decommission wells, platforms, and other facilities upon the cessation of production, in accordance with BSEE regulations (30 C.F.R. Part 250, Subpart Q). Dunmore Gulf's estimated decommissioning liabilities, as disclosed in the FY 2024 Financial Statements, total approximately $187 million (present value, discounted at 10%). Dunmore management has represented that adequate asset retirement obligation reserves have been established in accordance with IFRS.

Safety and Environmental Management System (SEMS). Dunmore Gulf maintains a Safety and Environmental Management System in compliance with BSEE's SEMS regulations (30 C.F.R. § 250.1900 et seq.). The SEMS program was most recently audited by an independent third-party auditor in October 2024, and the audit report identified no material deficiencies or corrective actions.

D. Environmental Permits — Federal

NEPA Compliance. Dunmore Gulf's OCS lease activities are subject to the National Environmental Policy Act ("NEPA"), 42 U.S.C. § 4321 et seq. Environmental review under NEPA is conducted by BOEM at the lease sale stage (through programmatic and lease-sale-specific environmental impact statements) and by BSEE at the individual project level (through environmental assessments or categorical exclusions). All required NEPA reviews for Dunmore Gulf's current activities have been completed, and no NEPA challenges or litigation are pending.

EPA Discharge Permits. Dunmore Gulf holds National Pollutant Discharge Elimination System ("NPDES") permits issued by the U.S. Environmental Protection Agency ("EPA") for the discharge of produced water, drilling fluids, and other effluents from its OCS operations. The current NPDES general permit for the Western Gulf of Mexico (Permit No. GMG290000) covers Dunmore Gulf's OCS activities. Dunmore Gulf is in compliance with the terms and conditions of the NPDES general permit, and no violations or enforcement actions have been identified.

Oil Spill Response Plans. Dunmore Gulf maintains Oil Spill Response Plans ("OSRPs") for its OCS operations, as required by BSEE regulations and the Oil Pollution Act of 1990. The OSRPs are approved by BSEE and are subject to periodic review and update. The most recent OSRP update was approved by BSEE in August 2024. Dunmore Gulf has contracted with Penmark Partners LLC for oil spill response services and maintains membership in the relevant clean seas cooperative.

Air Emissions Permits. OCS facilities are subject to air quality regulations administered by BOEM and EPA under the Clean Air Act. Dunmore Gulf holds OCS air permits for all producing facilities, and emissions are within permitted limits. No notices of violation relating to air emissions have been identified.

E. Coast Guard and Transportation

Dunmore Gulf's OCS facilities and associated vessels are subject to inspection and regulation by the U.S. Coast Guard ("USCG"). Dunmore Gulf has represented that all USCG facility inspections are current and that all vessels operating on its OCS leases comply with applicable USCG regulations. Additionally, Dunmore Gulf holds pipeline right-of-way grants issued by BOEM and BSEE for the subsea pipelines connecting its production facilities to onshore gathering systems. All pipeline right-of-way grants are current and in good standing.

F. State Permits

Dunmore Gulf holds certain state-level permits for nearshore and onshore infrastructure supporting its GoM operations, including pipeline permits issued by the Louisiana Department of Natural Resources and the Railroad Commission of Texas, and coastal use permits issued by the Louisiana Office of Coastal Management. All state-level permits were reviewed and confirmed to be current and in good standing. No state-level enforcement actions or notices of violation have been identified.

G. Financial Assurance

BOEM's supplemental bonding requirements have been the subject of increased regulatory scrutiny in recent years, and BOEM has revised its financial assurance thresholds on multiple occasions. Dunmore Gulf currently satisfies BOEM's financial assurance requirements through a combination of surety bonds totaling approximately $45 million and a corporate guarantee from DEH. We analyzed whether the Notes offering would trigger any change-of-control or debt-incurrence provisions in BOEM's financial assurance framework or in the terms of Dunmore Gulf's existing surety bonds. Based on our analysis, the Notes offering does not, by itself, trigger a reassessment of Dunmore Gulf's financial assurance obligations. However, BOEM periodically reviews the financial condition of OCS leaseholders, and a material change in DEH's consolidated leverage or credit profile could result in BOEM requesting additional financial assurance. This matter is flagged as an ongoing monitoring item in Section X.B.

H. Assessment. Based on our review of the documents and information described above, and subject to the qualifications and limitations set forth in Section II.C:

(a) All material BOEM leases held by Dunmore Gulf Operations LLC are in good standing and current on rental and royalty obligations.

(b) All BSEE permits are current and valid. No outstanding notices of violation or incidents of noncompliance have been identified (other than the two minor INCs in 2023, which have been resolved and closed without penalty).

(d) No regulatory impediments to the Offering or the creation of security interests in Dunmore Gulf's GoM assets have been identified, subject to BOEM's pre-approval of the collateral assignment to Northgate Trust Company, N.A. (as Collateral Agent), which is a standard administrative process and is expected to be completed prior to closing.

VI. United States — West Texas Solar Portfolio

A. Entity Overview

Dunmore Renewables LLC ("Dunmore Renewables") is a limited liability company organized under the laws of the State of Delaware. Dunmore Renewables is a wholly-owned subsidiary of DEH and serves as the owner and operator of a 220 megawatt ("MW") solar photovoltaic portfolio located in West Texas (the "Solar Portfolio"). The Solar Portfolio consists of three operating solar facilities: (i) the Pecos Sun facility (85 MW), located in Reeves County, Texas; (ii) the Permian Solar facility (75 MW), located in Ward County, Texas; and (iii) the Trans-Pecos facility (60 MW), located in Culberson County, Texas. Dunmore Renewables is a Guarantor subsidiary under the Indenture, and the Solar Portfolio is included in the Notes Priority Collateral under the U.S. Collateral Agreement.

B. FERC and PUCT Regulatory Status

FERC Authorization. Each of the three solar facilities in the Solar Portfolio has been granted qualifying facility ("QF") status under the Public Utility Regulatory Policies Act of 1978 ("PURPA") and the implementing regulations of FERC. The QF certifications were obtained through self-certification filings with FERC. Additionally, Dunmore Renewables has received market-based rate ("MBR") authorization from FERC under Section 205 of the Federal Power Act for the sale of electric energy, capacity, and ancillary services at wholesale. The MBR authorization is subject to ongoing compliance with FERC's market power screens and reporting obligations. Dunmore Renewables' most recent FERC Electric Quarterly Report ("EQR") was filed on schedule, and no

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
TO: Jennifer Kwon, Responsible Partner; Theodore Langston, Billing Partner
FROM: Eric Johannsen, Lead Associate; Claire Dempsey, Working Associate
DATE: April 27, 2025
RE: Due Diligence Memorandum — Regulatory and Licensing — Dunmore Energy Holdings Ltd. $850,000,000 9.375% Senior Secured Notes due 2032
MATTER NO.: 1016-00003
FIRM: Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017
Right-click to update Table of Contents
I. Executive Summary
This memorandum summarizes the findings of the regulatory and licensing due diligence review conducted by Calderwood & Harkness LLP in connection with the proposed offering (the "Offering") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") by Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted company (Registry No. MC-384726), and Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation (EIN 93-4728106), as co-issuers. The Notes will be guaranteed on a senior secured basis by certain subsidiaries of DEH (the "Guarantors") and secured by first-priority liens on the Notes Priority Collateral, as more fully described in the Indenture and the Security Documents.
The scope of this review covers all material governmental approvals, licenses, permits, concessions, and regulatory authorizations required for the operations of DEH and the Guarantor subsidiaries across four primary jurisdictions: (i) the Federal Republic of Nigeria, (ii) the Republic of Senegal, (iii) the United States (specifically the Gulf of Mexico Outer Continental Shelf and West Texas), and (iv) the United Kingdom (with respect to Dunmore Trading Ltd.). The review also addresses the regulatory requirements associated with the creation, perfection, and enforcement of the security interests contemplated by the Security Documents, and the implications of regulatory approvals (or the absence thereof) for the Offering and the collateral structure.
Due diligence documents were collected and reviewed pursuant to the Master Due Diligence Request List dated April 10, 2025, as supplemented. The review was further informed by interviews with Dunmore management, including Alistair Forde, General Counsel, and Deepa Rajaram, Chief Financial Officer, as well as consultations with local counsel in Nigeria and Senegal. Specifically, the following local counsel were engaged for jurisdiction-specific analysis:
• Nigeria: Abayomi Chambers, Lagos (Chidinma Okafor, lead partner), engaged to provide analysis of Nigerian petroleum regulatory matters, including the status of Oil Mining Leases ("OMLs"), Nigerian upstream Petroleum Regulatory Commission ("NUPRC") approvals, Calderon Group ("NNPC") consent requirements, and the enforceability of security interests under Nigerian law.
• Senegal: Theron Moss & Associates SARL, Dakar (Moustapha Sy, lead partner), engaged to provide analysis of Senegalese petroleum regulatory matters, including the status of the Cayar Offshore Block production sharing contract ("PSC"), Ministère de l'Énergie permits and approvals, and the enforceability of security interests under Senegalese law and the OHADA Uniform Acts.
• United States: Regulatory analysis with respect to all U.S. operations, including Bureau of Ocean Energy Management ("BOEM") leases, Bureau of Safety and Environmental Enforcement ("BSEE") permits, Federal Energy Regulatory Commission ("FERC") matters, and state-level permits, was performed by Calderwood & Harkness LLP.
Overall Conclusion. Based upon our review of the documents and information described herein, and subject to the reliance, qualifications, and limitations set forth in Section II.C below, we have concluded that all material regulatory approvals and licenses required for the operations of DEH and its Guarantor subsidiaries are current and in good standing, or, in limited instances, are in the process of being obtained in the ordinary course of business. Certain renewal and compliance matters are noted in the body of this memorandum and summarized in Section X. No regulatory impediments to the Offering, the guarantees, or the creation and perfection of security interests under the Security Documents have been identified, subject to the completion of certain pre-closing regulatory notifications and approvals described in Section X.A.
Cross-Reference to OM Disclosure. The findings set forth in this memorandum have been cross-referenced against the Preliminary Offering Memorandum dated April 28, 2025 (the "Preliminary OM") and the OM Backup Memorandum prepared by Calderwood & Harkness LLP for factual accuracy. We have identified no material discrepancies between the regulatory and licensing information set forth in the Preliminary OM and the information obtained through our due diligence review. Specific matters relating to OM disclosure are addressed in Section X.C.
II. Methodology and Sources
A. Documents Reviewed
Our due diligence review was conducted on the basis of the following categories of documents and information:
1. Master Due Diligence Request List. We reviewed all documents and information produced in response to items 5.1 through 5.47 of the Master Due Diligence Request List dated April 10, 2025 (the "Request List"), which encompassed the corporate and regulatory category. The Request List was circulated to Dunmore management and local counsel, and production was substantially complete as of April 24, 2025. Supplemental production was received on April 25 and 26, 2025 with respect to certain Nigerian and Senegalese regulatory filings.
2. OML Licenses. We reviewed copies of OML 47 and OML 63, including the original grant instruments, all amendments and renewals, and the most recent certificates of good standing issued by the NUPRC (formerly the Department of Petroleum Resources, "DPR"). These documents were produced in the virtual data room at folders 5.3 through 5.8.
3. Production Sharing Contract — Cayar Offshore Block. We reviewed the executed PSC between the Republic of Senegal (through the Ministère de l'Énergie) and Dunmore Senegal S.A. for the Cayar Offshore Block, including all amendments, supplemental agreements, and correspondence with the Ministère de l'Énergie. These documents were produced at folders 5.9 through 5.14.
4. BOEM Lease Instruments. We reviewed all OCS lease instruments held by Dunmore Gulf Operations LLC in the Green Canyon and Garden Banks areas of the Gulf of Mexico, including the original awards, any assignments, and records of rental and royalty payments. These documents were produced at folders 5.15 through 5.22.
5. BSEE Permits. We reviewed all current Applications for Permit to Drill ("APDs"), production safety system permits, well activity reports, and decommissioning plans filed with BSEE. These documents were produced at folders 5.23 through 5.28.
6. State and Local Permits. We reviewed state-level permits issued by the Railroad Commission of Texas, the Louisiana Department of Natural Resources, the Public Utility Commission of Texas ("PUCT"), and county-level permits for the West Texas solar portfolio. These documents were produced at folders 5.29 through 5.35.
7. Environmental Permits and Assessments. We reviewed all material environmental permits, environmental impact assessments ("EIAs"), and environmental compliance reports across all jurisdictions. These documents were produced at folders 5.36 through 5.42.
8. Virtual Data Room. All of the foregoing documents were accessed through the virtual data room hosted by Dunmore Energy Holdings Ltd. on the Thackeray Solutions platform, to which access was provided to Calderwood & Harkness LLP on April 16, 2025. The data room was organized by jurisdiction and regulatory category, and document indices were provided by Dunmore management.
9. Reserves Report. We reviewed the independent reserves report prepared by Duval Howard & Partners (Dr. Evelyn Marchetti, lead consultant; 1200 Smith Street, Suite 1800, Houston, TX 77002), dated as of December 31, 2024, covering OML 47, OML 63, the Cayar Offshore Block, and the Green Canyon and Garden Banks GoM leases (the "Reserves Report"). The Reserves Report estimates total proved reserves of 345.8 million barrels of oil equivalent ("MMboe") with a PV-10 of $6,700,000,000. The Reserves Report was prepared in accordance with the definitions and guidelines established by the Securities and Exchange Commission and the Society of Petroleum Engineers. We reviewed the Reserves Report for purposes of confirming the asset base underlying the regulatory approvals discussed herein and for cross-referencing against OM disclosure; we did not independently verify the reserves estimates or PV-10 calculations.
10. Audited Financial Statements. We reviewed the audited consolidated financial statements of Dunmore Energy Holdings Ltd. for the fiscal year ended December 31, 2024 (the "FY 2024 Financial Statements"), prepared in accordance with International Financial Reporting Standards and audited by Alverton & Co. LLP (Graham Stillwell, lead engagement partner), with an unqualified audit opinion dated March 14, 2025. We reviewed the FY 2024 Financial Statements for purposes of confirming regulatory-related liabilities, contingencies, and disclosures.
B. Interviews Conducted
In addition to our document review, we conducted the following interviews:
1. Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd. — Telephone interview conducted on April 18, 2025. Mr. Forde provided an overview of the Dunmore group's regulatory posture across all jurisdictions, confirmed the completeness of data room production with respect to regulatory items, and discussed the status of pending regulatory matters, including the Cayar Offshore Phase II development plan approval and the NUPRC notification process for the Nigerian debenture.
2. Chidinma Okafor, Lead Partner, Abayomi Chambers — Video conference conducted over two sessions on April 19 and April 20, 2025. Ms. Okafor provided detailed analysis of the Nigerian petroleum regulatory framework, the status of OML 47 and OML 63, the requirements of the Petroleum Industry Act 2021, NNPC consent and notification requirements for the creation of security interests over OML assets, and the enforceability of the Nigerian debenture and charge. Ms. Okafor also discussed the compliance status of Dunmore Nigeria E&P Ltd. with respect to the Nigerian Oil and Gas Industry Content Development Act, environmental regulations, and gas flaring requirements.
3. Moustapha Sy, Lead Partner, Theron Moss & Associates SARL — Video conference conducted on April 20, 2025. Mr. Sy provided detailed analysis of the Senegalese petroleum regulatory framework, the status of the Cayar Offshore Block PSC, the requirements of the Senegalese Petroleum Code (Code Pétrolier), the pending Phase II development plan approval, Ministère de l'Énergie notification requirements for the creation of security interests, and the enforceability of the nantissement and cession fiduciaire under Senegalese law and the OHADA Uniform Acts.
4. Dunmore Operational Personnel — In-person meeting conducted at Dunmore's Houston office (2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056) on April 22, 2025. Attendees included representatives of Dunmore's regulatory affairs, environmental health and safety, and land departments. The meeting addressed the status of BOEM leases, BSEE permits, environmental permits for GoM and West Texas operations, decommissioning obligations, and BOEM financial assurance requirements.
C. Reliance and Limitations
This memorandum is based upon, and our conclusions are subject to, the following qualifications and limitations:
1. Reliance on Management Representations. We have relied on the representations of Dunmore management, including Alistair Forde, General Counsel, and Deepa Rajaram, Chief Financial Officer, as to the completeness and accuracy of the documents and information produced in the virtual data room and during interviews. We have not independently verified the factual accuracy of such representations, except to the extent that such facts are confirmed by the documents reviewed or by local counsel.
2. Reliance on Local Counsel. With respect to Nigerian law, we have relied on the analysis and representations of Chidinma Okafor, Abayomi Chambers. With respect to Senegalese law, we have relied on the analysis and representations of Moustapha Sy, Theron Moss & Associates SARL. With respect to English law, we have relied on the analysis and representations of Fiona Halsted, Cresswell & Greaves LLP. We have not independently analyzed matters of foreign law.
3. Formal Opinions to be Delivered at Closing. This memorandum does not constitute a legal opinion. Formal closing opinions will be delivered separately at the closing of the Offering on or about May 15, 2025 by: (a) Abayomi Chambers (as to Nigerian law), (b) Theron Moss & Associates SARL (as to Senegalese law), (c) Cresswell & Greaves LLP (as to English law), and (d) Calderwood & Harkness LLP (as to the laws of the State of New York and applicable U.S. federal law). The conclusions set forth in this memorandum are preliminary in nature and are subject to confirmation in the formal closing opinions.
4. No Title Opinion. This memorandum does not constitute a title opinion with respect to any real property, mineral interests, or lease interests. Title matters are addressed in a separate Due Diligence Memorandum — Title and Property Interests prepared by Calderwood & Harkness LLP.
5. Cut-Off Date. The information in this memorandum is current as of April 27, 2025. We have not undertaken to update this memorandum for developments occurring after such date, although we will review material developments through the closing date.
III. Nigeria — Dunmore Nigeria E&P Ltd.
A. Entity Overview
Dunmore Nigeria E&P Ltd. ("Dunmore Nigeria") is a company incorporated under the laws of the Federal Republic of Nigeria pursuant to the Companies and Allied Matters Act ("CAMA") and registered with the Corporate Affairs Commission ("CAC"). Dunmore Nigeria is a wholly-owned subsidiary of DEH and serves as the operator of OML 47 and OML 63, both located in the Niger Delta region of Nigeria. Dunmore Nigeria is a Guarantor subsidiary under the Indenture dated as of May 15, 2025 (the "Indenture") among DEH, DUFC, the Guarantors, and Northgate Trust Company, N.A. ("Northgate" or the "Trustee"), and is granting security interests over its assets pursuant to a Nigerian law debenture and charge (the "Nigerian Debenture") in favor of Northgate Trust Company, N.A. (as Collateral Agent).
Dunmore Nigeria's operations constitute the single largest component of the Dunmore group's proved reserves and PV-10 value. As set forth in the Reserves Report, OML 47 and OML 63 together represent approximately 229.9 MMboe of proved reserves and an aggregate PV-10 of $4,460,000,000, constituting approximately 66.5% of the Dunmore group's total proved reserves and approximately 66.6% of total PV-10 value.
B. Oil Mining Leases — OML 47 and OML 63
Regulatory Framework. The Nigerian petroleum regulatory framework is governed primarily by the Petroleum Industry Act 2021 (the "PIA"), which was signed into law on August 16, 2021 and superseded the Petroleum Act 1969, the Associated Gas Re-injection Act, and related legislation. The PIA established the NUPRC as the successor agency to the DPR for upstream petroleum regulatory matters. Under the PIA, OMLs are the principal instrument by which the Nigerian government grants the right to explore for and produce petroleum within a designated area. OMLs are awarded by the Minister of Petroleum Resources and are subject to the regulatory oversight of the NUPRC.
OMLs granted under the prior regime continue in force under the PIA, subject to the transitional provisions of the PIA and the conversion requirements set forth therein. Both OML 47 and OML 63 were originally granted under the Petroleum Act 1969 and have been confirmed as continuing in force by the NUPRC. Dunmore management has confirmed that the conversion process under the PIA (to the extent applicable) has been completed or is not required for currently producing OMLs.
OML 47. OML 47 was originally granted by the Federal Government of Nigeria to Dunmore Nigeria E&P Ltd. (then operating under a predecessor name) on March 18, 1998, for an initial term of twenty (20) years. The OML was renewed on March 12, 2018, for an additional term of twenty (20) years, with a current expiration date of March 18, 2038. The renewal was granted by the then-DPR (now NUPRC) following the submission of a renewal application, payment of the prescribed renewal fee, and satisfaction of the statutory requirements for renewal, including demonstration of continued technical and financial capability and compliance with the terms of the original grant.
The Reserves Report attributes proved reserves of 142.6 MMboe and a PV-10 of $2,840,000,000 to OML 47 as of December 31, 2024. Dunmore Nigeria E&P Ltd. is the designated operator of OML 47. Dunmore Nigeria holds a 55% working interest in OML 47, with the remaining 45% held by NNPC through its statutory participation rights (as discussed in Section III.D below). Production from OML 47 in FY 2024 averaged approximately 38,200 barrels of oil equivalent per day ("boepd"), of which Dunmore Nigeria's net share was approximately 21,010 boepd.
Royalty obligations under OML 47 are determined in accordance with the fiscal terms set forth in the PIA, which replaced the prior royalty regime under the Petroleum Act 1969. Under the PIA, royalties for onshore and shallow-water OMLs are assessed at rates ranging from 5% to 12.5% of the value of crude oil produced, depending on production levels and water depth. Additional fiscal obligations include the Hydrocarbon Tax ("HT") and Companies Income Tax ("CIT"), as discussed in Section III.G.
We reviewed the original grant instrument, the 2018 renewal instrument, and the most recent NUPRC certificate of good standing for OML 47. Based on our review and the confirmation provided by Chidinma Okafor of Abayomi Chambers, OML 47 is current and in good standing. No notices of default, threatened revocation, or non-compliance have been issued by the NUPRC with respect to OML 47.
OML 63. OML 63 was originally granted by the Federal Government of Nigeria to Dunmore Nigeria E&P Ltd. on July 22, 2003, for an initial term of twenty (20) years. A renewal application was submitted by Dunmore Nigeria in January 2023, and the NUPRC granted renewal on September 8, 2023, for an additional term of twenty (20) years, with a current expiration date of July 22, 2043.
The Reserves Report attributes proved reserves of 87.3 MMboe and a PV-10 of $1,620,000,000 to OML 63 as of December 31, 2024. Dunmore Nigeria E&P Ltd. is the designated operator of OML 63. Dunmore Nigeria holds a 60% working interest in OML 63, with NNPC holding the remaining 40% through its statutory participation rights. Production from OML 63 in FY 2024 averaged approximately 22,400 boepd, of which Dunmore Nigeria's net share was approximately 13,440 boepd.
We reviewed the original grant instrument, the 2023 renewal instrument, and the most recent NUPRC certificate of good standing for OML 63. Based on our review and the confirmation provided by Chidinma Okafor of Abayomi Chambers, OML 63 is current and in good standing. No notices of default, threatened revocation, or non-compliance have been issued by the NUPRC with respect to OML 63.
C. Department of Petroleum Resources / NUPRC Approvals
In addition to the OML licenses themselves, the operations conducted by Dunmore Nigeria on OML 47 and OML 63 require various approvals and authorizations from the NUPRC (as successor to the DPR). We reviewed the following categories of NUPRC approvals:
Field Development Plans. Field development plans ("FDPs") have been approved by the NUPRC for both OML 47 and OML 63. The FDP for OML 47 was originally approved on November 3, 2000, and has been amended and updated on three occasions, most recently in June 2022 to reflect the Phase 3 infill drilling program. The FDP for OML 63 was originally approved on February 14, 2005, and was most recently amended in October 2021. Both FDPs are current and no amendments are pending or required at this time.
Annual Production Program Approvals. The NUPRC requires the annual submission and approval of production programs for each OML. Dunmore Nigeria submitted its 2025 annual production programs for OML 47 and OML 63 in December 2024, and both were approved by the NUPRC in January 2025. Production is currently being conducted in accordance with the approved programs.
Environmental Permits. Dunmore Nigeria holds all required environmental permits and authorizations for its operations on OML 47 and OML 63, including permits issued pursuant to the DPR Environmental Guidelines and Standards for the Petroleum Industry in Nigeria (the "EGASPIN") and the Environmental Impact Assessment Act (Cap E12 LFN 2004). Environmental impact assessments have been filed and approved for all production activities currently being conducted on both OMLs. We discuss environmental matters in greater detail in Section III.E below.
Gas Flaring Permits and Flaring Reduction Plans. Gas flaring activities on OML 47 and OML 63 are conducted pursuant to permits issued under the Associated Gas Re-injection Act and the PIA's gas flaring provisions. Dunmore Nigeria has submitted and received approval for gas flaring reduction plans for both OMLs, which set forth specific targets for the reduction of routine gas flaring over a five-year horizon. Dunmore Nigeria's current methane flaring intensity of 3.8 m³/boe compares favorably to the industry average of 5.1 m³/boe, as reported by the Barrisford Advisory Group LLC. We note that the PIA imposes escalating penalties for routine gas flaring, and Dunmore Nigeria's compliance with the approved flaring reduction plans will require continued capital investment in gas utilization infrastructure. This matter is discussed further in Section III.E and is flagged as an ongoing monitoring item in Section X.B.
Local Content Requirements. Dunmore Nigeria is subject to the Nigerian Oil and Gas Industry Content Development Act 2010 (the "Local Content Act"), which requires upstream operators to achieve specified levels of Nigerian participation in procurement, employment, training, and technology transfer. We reviewed Dunmore Nigeria's most recent Nigerian Content Development Plan and the most recent compliance report submitted to the Nigerian Content Development and Monitoring Board ("NCDMB"). Based on our review, Dunmore Nigeria is in material compliance with the Local Content Act. Ms. Okafor of Abayomi Chambers has confirmed that no enforcement actions or notices of non-compliance have been issued by the NCDMB against Dunmore Nigeria.
D. NNPC Compliance
Statutory Participation. Under the PIA and its predecessor statutes, NNPC (now Calderon Group, "NNPC Ltd.") holds statutory participation rights (commonly referred to as "back-in rights") in all OMLs. With respect to OML 47, NNPC Ltd. holds a 45% participating interest, and with respect to OML 63, NNPC Ltd. holds a 40% participating interest. These participation rights arise by operation of law and are reflected in the joint operating agreements ("JOAs") governing each OML.
Joint Operating Agreements. Dunmore Nigeria and NNPC Ltd. are parties to JOAs governing the operations of OML 47 and OML 63, respectively. The JOAs establish the rights and obligations of the parties with respect to work programs, budgets, cash calls, and decision-making procedures. We reviewed both JOAs and confirmed that they are in full force and effect. Dunmore Nigeria's cash call and funding obligations to NNPC Ltd. under the JOAs are current, and no disputes or defaults under the JOAs have been reported by Dunmore management.
NNPC Consent for Security Interests. A critical issue for purposes of the collateral structure is whether the creation of the Nigerian Debenture in favor of Northgate (as Collateral Agent) requires the prior consent of NNPC Ltd. or is subject to any notification requirement under the JOAs or applicable law. We engaged Chidinma Okafor of Abayomi Chambers to analyze this question in detail.
Ms. Okafor's analysis concludes that: (i) the JOAs for both OML 47 and OML 63 contain provisions requiring notification to the non-operating party (NNPC Ltd.) in the event that the operating party (Dunmore Nigeria) creates or grants any encumbrance over its interests in the OML or the JOA; (ii) the PIA does not impose a separate consent requirement for the creation of security interests, but the NUPRC should be notified; and (iii) as a practical matter, both NUPRC notification and NNPC notification should be completed prior to closing to ensure that the Nigerian Debenture is effective and enforceable against third parties. Ms. Okafor has confirmed that Abayomi Chambers is preparing the necessary notifications and expects to complete the filing process before the anticipated closing date of May 15, 2025. This item is identified as a pre-closing action item in Section X.A.
NNPC Sanctions Screening. NNPC Ltd. and its directors and officers were screened by Sandoval Compliance Solutions LLC (Rosa Medina, lead consultant) against the OFAC Specially Designated Nationals and blocked Persons List ("SDN List"), the OFAC Sectoral Sanctions Identifications List ("SSI List"), the EU Consolidated Sanctions List, and the UK Office of Financial Sanctions Implementation ("OFSI") Consolidated List. The screening was completed on April 25, 2025. No hits were identified on any list. The results of the screening are documented in the Counterparty and JV Partner Sanctions Checklist maintained by Sandoval Compliance Solutions LLC.
E. Environmental and Community Obligations
Environmental Impact Assessments. Environmental impact assessments have been filed and approved for all production activities currently conducted on OML 47 and OML 63, as required by the Environmental Impact Assessment Act and the EGASPIN. The most recent EIA for OML 47 was approved in September 2021, and the most recent EIA for OML 63 was approved in March 2022. Both EIAs are current and no additional EIAs are required for ongoing production operations. Any new drilling activities or significant modifications to field development plans would require supplemental EIA filings.
Community Development Agreements. Dunmore Nigeria has entered into community development agreements ("CDAs") with host communities in the Niger Delta region as required by the PIA and as a matter of corporate social responsibility. The CDAs establish Dunmore Nigeria's obligations with respect to community development projects, employment of community members, environmental remediation, and conflict resolution. Dunmore management represented that the CDAs are current and that Dunmore Nigeria's community development spend in FY 2024 was approximately $14.2 million, as confirmed by data provided by the Barrisford Advisory Group LLC, which serves as Dunmore's community engagement consultant in Nigeria.
Niger Delta Remediation Obligations. Dunmore Nigeria has ongoing remediation obligations with respect to historical oil spill sites on OML 47 and OML 63. Dunmore management represented that all known spill sites have been identified, that remediation activities are underway in accordance with NUPRC directives and the EGASPIN, and that adequate reserves have been established in the FY 2024 Financial Statements for estimated remediation costs. We reviewed the environmental contingency disclosures in the FY 2024 Financial Statements and noted that approximately $23.7 million has been accrued for Niger Delta environmental remediation obligations. We did not independently assess the adequacy of these reserves.
Gas Flaring Compliance. As noted in Section III.C above, Dunmore Nigeria's methane flaring intensity of 3.8 m³/boe is below the industry average of 5.1 m³/boe. The PIA establishes a framework of escalating penalties for routine gas flaring and requires operators to implement gas utilization plans. Dunmore management represented that Dunmore Nigeria has invested approximately $42 million over the past three fiscal years in gas utilization infrastructure, including gas gathering systems and gas-to-power facilities. The Nigerian regulatory landscape with respect to gas flaring is evolving, and we flag this as an ongoing monitoring item in Section X.B.
F. Foreign Exchange and Capital Controls
The Central Bank of Nigeria ("CBN") regulates foreign exchange transactions and the repatriation of funds from Nigeria. Under the current CBN guidelines, petroleum companies operating in Nigeria are permitted to repatriate net earnings and dividends in foreign currency, subject to compliance with applicable documentation and reporting requirements. Dunmore Nigeria repatriates funds to DEH through intercompany dividends and management fees, in each case in compliance with the CBN's foreign exchange regulations and applicable transfer pricing requirements.
The implications of CBN foreign exchange regulations for the Collateral Agent's ability to enforce the Nigerian Debenture and realize proceeds from Nigerian collateral are discussed in Ms. Okafor's preliminary assessment. Ms. Okafor has noted that the enforcement of the Nigerian Debenture and the repatriation of enforcement proceeds would be subject to CBN regulations in effect at the time of enforcement, and that while there are no current restrictions that would prohibit such enforcement or repatriation, the CBN has historically imposed ad hoc foreign exchange restrictions during periods of economic stress. This risk is reflected in the risk factor disclosure in the Preliminary OM.
G. Tax and Fiscal Regulatory
Petroleum Profits Tax. Dunmore Nigeria is subject to the Hydrocarbon Tax (as established by the PIA, replacing the former Petroleum Profits Tax under the Petroleum Profits Tax Act) and the Companies Income Tax ("CIT") under the Companies Income Tax Act. The HT rate applicable to onshore and shallow-water operations is 30% of chargeable profits (transitioning from the historical PPT rate of 85% for new entrants and 65.75% for established operators). Dunmore Nigeria's HT and CIT filings are current, and Dunmore management has represented that no material tax disputes are pending with the Federal Inland Revenue Service ("FIRS").
Tax Clearance Certificates. Dunmore Nigeria's Nigerian tax clearance certificates are current. Tax clearance certificates for the three most recent fiscal years (FY 2022, FY 2023, and FY 2024) were reviewed in the virtual data room. The certificates confirm that Dunmore Nigeria has fulfilled its tax obligations for the relevant fiscal years.
Withholding Tax on Interest Payments. Under Nigerian tax law, withholding tax is imposed on interest payments made by Nigerian entities to non-resident persons. The applicable withholding tax rate is 10%, subject to reduction under applicable tax treaties. The Indenture contains customary tax gross-up provisions requiring the Guarantors (including Dunmore Nigeria) to pay such additional amounts as may be necessary so that the net amount received by the holders of the Notes after any withholding or deduction for Nigerian taxes equals the amount that would have been received absent such withholding. The tax gross-up provisions are described in the Preliminary OM and were reviewed by Calderwood & Harkness LLP for consistency with Nigerian tax law requirements.
H. Abayomi Chambers Assessment
Chidinma Okafor of Abayomi Chambers has provided a preliminary assessment, based on her review of the documents and information described above, that all material Nigerian regulatory approvals required for the operations of Dunmore Nigeria E&P Ltd. are in good standing. Ms. Okafor has confirmed that:
(a) OML 47 and OML 63 are valid and subsisting, and no grounds for revocation or forfeiture exist;
(b) all required NUPRC, environmental, and local content approvals are current;
(c) the creation of the Nigerian Debenture in favor of Northgate (as Collateral Agent) is permissible under Nigerian law, subject to completion of the NUPRC and NNPC notification processes described above; and
(d) no regulatory impediments to the guarantee by Dunmore Nigeria or the creation of security interests over Dunmore Nigeria's assets have been identified.
A formal Nigerian law opinion addressing these matters, as well as the enforceability of the Nigerian Debenture and the Guarantee under Nigerian law, will be delivered by Abayomi Chambers at the closing of the Offering on May 15, 2025.
IV. Senegal — Dunmore Senegal S.A.
A. Entity Overview
Dunmore Senegal S.A. ("Dunmore Senegal") is a société anonyme organized under the laws of the Republic of Senegal pursuant to the OHADA Uniform Act Relating to Commercial Companies and Economic Interest Groups (Acte Uniforme relatif au Droit des Sociétés Commerciales et du Groupement d'Intérêt Économique). Dunmore Senegal is a wholly-owned subsidiary of DEH and serves as the operator of the Cayar Offshore Block, located in the offshore waters of the Republic of Senegal. Dunmore Senegal is a Guarantor subsidiary under the Indenture and is granting security interests over its assets pursuant to a nantissement (pledge) and cession fiduciaire (fiduciary assignment) in favor of Northgate Trust Company, N.A. (as Collateral Agent) (collectively, the "Senegalese Security Interests").
The Cayar Offshore Block represents a significant growth asset within the Dunmore portfolio. The Reserves Report attributes proved reserves of 64.1 MMboe and a PV-10 of $1,190,000,000 to the Cayar Offshore Block as of December 31, 2024. Approximately $250,000,000 of the net proceeds of the Notes offering is expected to be allocated to the Phase II development capital expenditure program for the Cayar Offshore Block, as described in the "Use of Proceeds" section of the Preliminary OM.
B. Production Sharing Contract — Cayar Offshore Block
Contract Summary. The Cayar Offshore Block is operated by Dunmore Senegal pursuant to a production sharing contract (the "PSC") entered into between the Republic of Senegal, acting through the Ministère de l'Énergie (the "Ministry"), and Dunmore Senegal S.A. The PSC was executed on June 14, 2017, and became effective on August 1, 2017, following ratification by Presidential Decree.
Current Phase. The Cayar Offshore Block is currently transitioning from the exploration and appraisal phase (Phase I) to the development phase (Phase II). Phase I exploration activities, which included the acquisition and interpretation of 3D seismic data and the drilling of four exploration and appraisal wells, have been completed. Phase II, which will encompass the drilling of development wells, the installation of subsea production infrastructure, and the construction of an FPSO facility, is expected to commence in Q3 2025 upon receipt of the Phase II development plan approval from the Ministry. The Phase II development plan was submitted to the Ministry in February 2025 and is currently under review. Mr. Sy of Theron Moss & Associates has confirmed that the approval process is proceeding in the ordinary course and that no objections or concerns have been raised by the Ministry to date.
Fiscal Terms. The PSC establishes the fiscal terms governing the Cayar Offshore Block, including the cost oil mechanism (permitting Dunmore Senegal to recover eligible development and operating costs from production), the profit oil split between the Republic of Senegal and Dunmore Senegal (on a sliding scale based on the cumulative R-factor), royalties payable to the Republic of Senegal (at a rate of 10% of the value of production), and the state's right to acquire a participating interest in the development phase (not to exceed 20%, with the state's share of costs carried during the exploration phase).
Work Commitments. The PSC establishes minimum work commitments for each phase, including minimum exploration expenditure commitments and well obligations. Mr. Sy has confirmed that Dunmore Senegal has fulfilled all work commitments required for Phase I and that the remaining work commitments are contingent upon the commencement of Phase II.
Extension and Renewal. The PSC provides for the extension of the exploration phase and the grant of a development and production period upon the declaration of a commercial discovery and the approval of a development plan. The development and production period has a term of twenty-five (25) years from the date of approval of the development plan, subject to extension by mutual agreement.
Assignment and Change-of-Control Provisions. The PSC contains provisions restricting the assignment or transfer of Dunmore Senegal's rights under the PSC without the prior consent of the Ministry. We analyzed whether the Notes offering, as a financing transaction by DEH (the indirect parent of Dunmore Senegal), would trigger the assignment or change-of-control restrictions in the PSC. Based on our review and Mr. Sy's analysis, the Notes offering does not constitute an "assignment" or "transfer" of Dunmore Senegal's rights under the PSC, as DEH is not a party to the PSC and the Notes offering does not result in a change in the direct or indirect ownership of Dunmore Senegal. However, the creation of the Senegalese Security Interests in favor of the Collateral Agent should be notified to the Ministry, as discussed in Section IV.C below.
C. Ministère de l'Énergie Permits and Approvals
Exploration Permit. Dunmore Senegal holds an exploration authorization (autorisation exclusive de recherche) for the Cayar Offshore Block, originally granted by the Ministry on August 1, 2017, and extended on two occasions (most recently in March 2024). The exploration authorization remains in effect pending the transition to the development phase.
Environmental and Social Impact Assessment. An environmental and social impact assessment ("ESIA") was prepared and submitted to the Ministry and the Ministère de l'Environnement in accordance with the Senegalese Environmental Code (Code de l'Environnement) and the PSC requirements. The ESIA was approved on November 22, 2019, and covers the exploration and initial development activities for the Cayar Offshore Block. A supplemental ESIA addressing the full scope of Phase II development activities was submitted in March 2025 and is under review concurrent with the Phase II development plan.
Development Plan Approval. As noted above, the Phase II development plan was submitted to the Ministry in February 2025 and is currently pending approval. Mr. Sy has confirmed that the approval process is proceeding in the ordinary course, that Dunmore Senegal has responded to all information requests from the Ministry, and that no objections or concerns have been raised. Mr. Sy anticipates that approval will be received in Q2 or early Q3 2025. We note that the Phase II development plan approval is not a closing condition for the Notes offering and, per Mr. Sy's analysis, the pendency of the approval does not affect the validity of the existing exploration authorization, the PSC, or the ability to create the Senegalese Security Interests.
Drilling Permits. Drilling permits for the planned Phase II development wells will be obtained from the NUPRC equivalent in Senegal (the Direction des Hydrocarbures) following the approval of the Phase II development plan. No drilling permits for Phase II wells have been applied for or issued to date, as the development plan is still pending.
D. Senegalese Petroleum Code Compliance
Dunmore Senegal is subject to the Senegalese Petroleum Code (Code Pétrolier), as amended, which establishes the regulatory framework for petroleum exploration and production activities in Senegal. Key compliance areas include:
Local Content Obligations. The Petroleum Code and the PSC require Dunmore Senegal to implement local content measures, including the use of Senegalese goods and services where available on competitive terms, the employment and training of Senegalese nationals, and the transfer of technology. Dunmore Senegal has established a local content plan, which was approved by the Ministry, and has submitted annual compliance reports. Mr. Sy has confirmed that Dunmore Senegal is in material compliance with its local content obligations.
Employment and Training. The PSC requires Dunmore Senegal to employ Senegalese nationals in specified percentages of its workforce and to provide training programs for Senegalese employees. Dunmore Senegal's current workforce includes approximately 82 Senegalese nationals out of a total workforce of 115 in-country employees (approximately 71%), which Mr. Sy confirmed exceeds the PSC's minimum requirement.
Reporting Obligations. Dunmore Senegal is required to submit periodic reports to the Comité National des Hydrocarbures ("CNH") and the Ministry, including production reports, financial reports, and environmental compliance reports. Mr. Sy has confirmed that all required reports have been submitted on a timely basis and that no deficiencies have been identified by the CNH or the Ministry.
E. Environmental Regulations
Dunmore Senegal's operations on the Cayar Offshore Block are subject to the Senegalese Environmental Code, marine environmental protection regulations, and the environmental provisions of the PSC. As noted above, the ESIA for the exploration and initial development phase was approved in November 2019, and a supplemental ESIA for Phase II activities is under review.
Marine environmental protection requirements are particularly significant for the Cayar Offshore Block, given its proximity to the Cayar marine protected area and the importance of fisheries to the local economy. Dunmore Senegal has implemented an environmental management plan that includes measures for the prevention and mitigation of marine pollution, the monitoring of marine biodiversity, and the management of drilling waste. Mr. Sy has confirmed that Dunmore Senegal has not received any notices of violation or enforcement actions from the Senegalese environmental authorities.
With respect to ESG disclosure, Scope 1 emissions attributable to Cayar operations are currently minimal, given that production has not yet commenced. However, estimated Scope 1 emissions for Phase II production operations have been calculated and are disclosed in the Preliminary OM in accordance with the ESG Disclosure Framework Memorandum prepared by Calderwood & Harkness LLP.
F. Foreign Investment and Exchange Controls
The Republic of Senegal is a member of the West African Economic and Monetary Union ("WAEMU"), and its currency, the CFA franc (XOF), is managed by the Banque Centrale des États de l'Afrique de l'Ouest ("BCEAO"). Under BCEAO regulations, the repatriation of capital, dividends, and loan repayments by foreign investors is generally permitted, subject to compliance with applicable documentation, reporting, and approval requirements. Dunmore Senegal repatriates funds to DEH through intercompany dividends and management fees in compliance with BCEAO regulations.
The implications of BCEAO regulations for the Collateral Agent's ability to enforce the Senegalese Security Interests and repatriate enforcement proceeds have been analyzed by Mr. Sy. Mr. Sy has confirmed that, under current BCEAO regulations, the Collateral Agent would be able to enforce the nantissement and cession fiduciaire and repatriate the proceeds to the noteholders, subject to compliance with applicable procedural requirements. Mr. Sy has noted that the BCEAO has the authority to impose capital controls in exceptional circumstances, and that this risk is inherent in any cross-border secured transaction involving a WAEMU member state.
G. Sanctions Considerations
All partners and counterparties associated with the Cayar Offshore Block, including Senegalese governmental entities and officials, were screened by Sandoval Compliance Solutions LLC (Rosa Medina, lead consultant) against the OFAC SDN List, the OFAC SSI List, the EU Consolidated Sanctions List, and the UK OFSI Consolidated List. The screening was completed on April 25, 2025. No hits were identified on any list. No Senegalese government officials or entities associated with the Cayar Offshore Block have been identified on any sanctions list. The results of the screening are documented in the Counterparty and JV Partner Sanctions Checklist.
H. Theron Moss & Associates Assessment
Moustapha Sy of Theron Moss & Associates SARL has provided a preliminary assessment, based on his review of the documents and information described above, that all material Senegalese regulatory approvals required for the operations of Dunmore Senegal S.A. are in place or in the process of being obtained in the ordinary course of business. Mr. Sy has confirmed that:
(a) the PSC is valid and in full force and effect;
(b) the exploration authorization is current and in good standing;
(c) the Phase II development plan approval is pending but is proceeding in the ordinary course and does not affect the validity of existing permits or the ability to create the Senegalese Security Interests;
(d) the creation of the nantissement and cession fiduciaire in favor of Northgate (as Collateral Agent) is permissible under Senegalese law and the OHADA Uniform Acts, subject to notification to the Ministry; and
(e) no regulatory impediments to the guarantee by Dunmore Senegal or the creation of the Senegalese Security Interests have been identified.
A formal Senegalese law opinion addressing these matters, as well as the enforceability of the Senegalese Security Interests and the Guarantee under Senegalese law, will be delivered by Theron Moss & Associates SARL at the closing of the Offering on May 15, 2025.
V. United States — Gulf of Mexico Operations
A. Entity Overview
Dunmore Gulf Operations LLC ("Dunmore Gulf") is a limited liability company organized under the laws of the State of Delaware. Dunmore Gulf is a wholly-owned subsidiary of DEH and serves as the leaseholder for deepwater oil and gas leases in the Green Canyon and Garden Banks protraction areas of the Gulf of Mexico Outer Continental Shelf ("OCS"). Dunmore Gulf is a Guarantor subsidiary under the Indenture and is granting security interests over its assets pursuant to a Pledge and Security Agreement governed by New York law (the "U.S. Collateral Agreement"), which creates a first-priority lien on the equity interests and assets of Dunmore Gulf. UCC-1 financing statements are to be filed with the Delaware Secretary of State to perfect the security interests in personal property collateral. Dunmore Gulf's principal office is located at 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056.
B. BOEM (Bureau of Ocean Energy Management) Leases
Green Canyon Lease blocks. Dunmore Gulf holds OCS leases in seven blocks in the Green Canyon protraction area, awarded in various OCS Lease Sales between 2010 and 2018. The specific lease numbers are: OCS-G 34872, OCS-G 34873, OCS-G 36104, OCS-G 36105, OCS-G 38291, OCS-G 38292, and OCS-G 39410. Six of the seven Green Canyon leases are currently held by production — that is, production in paying quantities has been established on each lease, which extends the term of the lease beyond its initial primary term for so long as production continues in paying quantities. One lease (OCS-G 39410) remains in its initial primary term, which expires in October 2027; Dunmore Gulf expects to establish production on this lease prior to the expiration of the primary term through the completion of a currently drilled but uncompleted well.
Garden Banks Lease blocks. Dunmore Gulf holds OCS leases in four blocks in the Garden Banks protraction area, awarded in OCS Lease Sales held in 2012 and 2015. The specific lease numbers are: OCS-G 35518, OCS-G 35519, OCS-G 37202, and OCS-G 37203. All four Garden Banks leases are currently held by production.
Reserves and Production. The Reserves Report attributes total proved reserves of 51.8 MMboe and a PV-10 of $1,050,000,000 to the Green Canyon and Garden Banks leases, collectively, as of December 31, 2024. Combined production from all GoM leases in FY 2024 averaged approximately 18,600 boepd.
Royalty and Rental Obligations. OCS leases are subject to royalty and rental obligations established by BOEM under the Outer Continental Shelf Lands Act ("OCSLA"), 43 U.S.C. § 1331 et seq. Royalty rates for deepwater leases vary depending on the date of lease award and the terms of the applicable lease sale notice, ranging from 12.5% to 18.75% of the value of production. Dunmore Gulf's leases are subject to royalty rates ranging from 12.5% to 16.67%. Annual rental payments are required during the primary term of each lease prior to the establishment of production. Dunmore management has represented, and our review of BOEM records has confirmed, that all royalty and rental payments are current and that no delinquencies or underpayments have been identified.
BOEM Financial Assurance Requirements. BOEM requires OCS leaseholders to provide financial assurance (in the form of surety bonds, third-party guarantees, or other acceptable instruments) to guarantee the leaseholder's ability to fulfill its obligations under the lease, including decommissioning obligations. In recent years, BOEM has increased its focus on supplemental bonding requirements, particularly for leaseholders that do not meet BOEM's financial threshold criteria (based on audited financial statements and credit ratings). Dunmore Gulf currently satisfies BOEM's financial assurance requirements through a combination of surety bonds and a corporate guarantee from DEH. We discuss the impact of the Notes offering on financial assurance compliance in Section V.G below.
Assignment and Transfer Provisions. OCS leases are subject to BOEM's pre-approval requirements for any assignment or transfer of the lease or any interest therein. The creation of a security interest or lien on an OCS lease (such as the collateral assignment contemplated by the U.S. Collateral Agreement) constitutes an "assignment" under BOEM's regulations and requires BOEM's prior approval. BOEM's approval process involves a review of the proposed assignee's (in this case, the Collateral Agent's) qualifications, financial capability, and compliance history. Dunmore Gulf's counsel has confirmed that the application for BOEM approval of the collateral assignment to Northgate Trust Company, N.A. will be submitted promptly and that approval is expected to be received prior to closing. This is a standard administrative process that BOEM routinely approves for secured financing transactions. This item is identified as a pre-closing action item in Section X.A.
C. BSEE (Bureau of Safety and Environmental Enforcement) Permits
Applications for Permit to Drill (APDs). Dunmore Gulf currently holds active APDs for eight wells across its Green Canyon and Garden Banks lease blocks. All APDs were reviewed and confirmed to be current and valid. APDs are issued by BSEE following review of the proposed well design, drilling procedures, and safety measures, and are subject to specific conditions and expiration dates. No APDs have expired or been revoked, and no applications are currently pending.
Production Safety System Permits. Dunmore Gulf holds the required production safety system permits for all producing facilities on its OCS leases. These permits are issued by BSEE following the testing and approval of the safety systems on each production platform or subsea installation.
Well Activity Reports and Compliance History. We reviewed Dunmore Gulf's compliance history with BSEE, including well activity reports, inspection records, and any incidents of non-compliance or notices of violation ("INCs"). Based on our review, Dunmore Gulf has a satisfactory compliance history with BSEE. No outstanding notices of violation, civil penalties, or enforcement actions have been identified. Dunmore Gulf received two minor INCs in 2023 relating to documentation deficiencies on one of its Green Canyon platforms, both of which were corrected within the prescribed period and closed by BSEE without penalty.
Decommissioning Obligations. OCS leaseholders are obligated to decommission wells, platforms, and other facilities upon the cessation of production, in accordance with BSEE regulations (30 C.F.R. Part 250, Subpart Q). Dunmore Gulf's estimated decommissioning liabilities, as disclosed in the FY 2024 Financial Statements, total approximately $187 million (present value, discounted at 10%). Dunmore management has represented that adequate asset retirement obligation reserves have been established in accordance with IFRS.
Safety and Environmental Management System (SEMS). Dunmore Gulf maintains a Safety and Environmental Management System in compliance with BSEE's SEMS regulations (30 C.F.R. § 250.1900 et seq.). The SEMS program was most recently audited by an independent third-party auditor in October 2024, and the audit report identified no material deficiencies or corrective actions.
D. Environmental Permits — Federal
NEPA Compliance. Dunmore Gulf's OCS lease activities are subject to the National Environmental Policy Act ("NEPA"), 42 U.S.C. § 4321 et seq. Environmental review under NEPA is conducted by BOEM at the lease sale stage (through programmatic and lease-sale-specific environmental impact statements) and by BSEE at the individual project level (through environmental assessments or categorical exclusions). All required NEPA reviews for Dunmore Gulf's current activities have been completed, and no NEPA challenges or litigation are pending.
EPA Discharge Permits. Dunmore Gulf holds National Pollutant Discharge Elimination System ("NPDES") permits issued by the U.S. Environmental Protection Agency ("EPA") for the discharge of produced water, drilling fluids, and other effluents from its OCS operations. The current NPDES general permit for the Western Gulf of Mexico (Permit No. GMG290000) covers Dunmore Gulf's OCS activities. Dunmore Gulf is in compliance with the terms and conditions of the NPDES general permit, and no violations or enforcement actions have been identified.
Oil Spill Response Plans. Dunmore Gulf maintains Oil Spill Response Plans ("OSRPs") for its OCS operations, as required by BSEE regulations and the Oil Pollution Act of 1990. The OSRPs are approved by BSEE and are subject to periodic review and update. The most recent OSRP update was approved by BSEE in August 2024. Dunmore Gulf has contracted with Penmark Partners LLC for oil spill response services and maintains membership in the relevant clean seas cooperative.
Air Emissions Permits. OCS facilities are subject to air quality regulations administered by BOEM and EPA under the Clean Air Act. Dunmore Gulf holds OCS air permits for all producing facilities, and emissions are within permitted limits. No notices of violation relating to air emissions have been identified.
E. Coast Guard and Transportation
Dunmore Gulf's OCS facilities and associated vessels are subject to inspection and regulation by the U.S. Coast Guard ("USCG"). Dunmore Gulf has represented that all USCG facility inspections are current and that all vessels operating on its OCS leases comply with applicable USCG regulations. Additionally, Dunmore Gulf holds pipeline right-of-way grants issued by BOEM and BSEE for the subsea pipelines connecting its production facilities to onshore gathering systems. All pipeline right-of-way grants are current and in good standing.
F. State Permits
Dunmore Gulf holds certain state-level permits for nearshore and onshore infrastructure supporting its GoM operations, including pipeline permits issued by the Louisiana Department of Natural Resources and the Railroad Commission of Texas, and coastal use permits issued by the Louisiana Office of Coastal Management. All state-level permits were reviewed and confirmed to be current and in good standing. No state-level enforcement actions or notices of violation have been identified.
G. Financial Assurance
BOEM's supplemental bonding requirements have been the subject of increased regulatory scrutiny in recent years, and BOEM has revised its financial assurance thresholds on multiple occasions. Dunmore Gulf currently satisfies BOEM's financial assurance requirements through a combination of surety bonds totaling approximately $45 million and a corporate guarantee from DEH. We analyzed whether the Notes offering would trigger any change-of-control or debt-incurrence provisions in BOEM's financial assurance framework or in the terms of Dunmore Gulf's existing surety bonds. Based on our analysis, the Notes offering does not, by itself, trigger a reassessment of Dunmore Gulf's financial assurance obligations. However, BOEM periodically reviews the financial condition of OCS leaseholders, and a material change in DEH's consolidated leverage or credit profile could result in BOEM requesting additional financial assurance. This matter is flagged as an ongoing monitoring item in Section X.B.
H. Assessment. Based on our review of the documents and information described above, and subject to the qualifications and limitations set forth in Section II.C:
(a) All material BOEM leases held by Dunmore Gulf Operations LLC are in good standing and current on rental and royalty obligations.
(b) All BSEE permits are current and valid. No outstanding notices of violation or incidents of noncompliance have been identified (other than the two minor INCs in 2023, which have been resolved and closed without penalty).
(c) All federal and state environmental permits are current and in compliance.
(d) No regulatory impediments to the Offering or the creation of security interests in Dunmore Gulf's GoM assets have been identified, subject to BOEM's pre-approval of the collateral assignment to Northgate Trust Company, N.A. (as Collateral Agent), which is a standard administrative process and is expected to be completed prior to closing.
VI. United States — West Texas Solar Portfolio
A. Entity Overview
Dunmore Renewables LLC ("Dunmore Renewables") is a limited liability company organized under the laws of the State of Delaware. Dunmore Renewables is a wholly-owned subsidiary of DEH and serves as the owner and operator of a 220 megawatt ("MW") solar photovoltaic portfolio located in West Texas (the "Solar Portfolio"). The Solar Portfolio consists of three operating solar facilities: (i) the Pecos Sun facility (85 MW), located in Reeves County, Texas; (ii) the Permian Solar facility (75 MW), located in Ward County, Texas; and (iii) the Trans-Pecos facility (60 MW), located in Culberson County, Texas. Dunmore Renewables is a Guarantor subsidiary under the Indenture, and the Solar Portfolio is included in the Notes Priority Collateral under the U.S. Collateral Agreement.
B. FERC and PUCT Regulatory Status
FERC Authorization. Each of the three solar facilities in the Solar Portfolio has been granted qualifying facility ("QF") status under the Public Utility Regulatory Policies Act of 1978 ("PURPA") and the implementing regulations of FERC. The QF certifications were obtained through self-certification filings with FERC. Additionally, Dunmore Renewables has received market-based rate ("MBR") authorization from FERC under Section 205 of the Federal Power Act for the sale of electric energy, capacity, and ancillary services at wholesale. The MBR authorization is subject to ongoing compliance with FERC's market power screens and reporting obligations. Dunmore Renewables' most recent FERC Electric Quarterly Report ("EQR") was filed on schedule, and no

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