MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Jennifer Kwon, Responsible Partner, Capital Markets Theodore Langston, Billing Partner, Capital Markets
FROM: Eric Johannsen, Lead Associate, Capital Markets Claire Dempsey, Working Associate, Capital Markets
DATE: April 14, 2025
RE: Conflict Clearance Analysis — Dunmore Energy Holdings Ltd. $850,000,000 9.375% Senior Secured Notes due 2032 (Rule 144A / Regulation S)
MATTER NO.: 1016-00003
I. Purpose and Summary
The purpose of this memorandum is to memorialize the results of the conflict of interest clearance process undertaken by Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the Firm's proposed engagement as issuer's counsel to Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore") in the offering of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). This memorandum sets forth the scope of the conflict search, the parties searched, the results of the search, the analysis of each matter flagged during the search, and the conclusions reached regarding the Firm's ability to proceed with the engagement.
This conflict clearance analysis was conducted in accordance with C&H's internal conflicts policies, applicable provisions of the New York Rules of Professional Conduct (particularly Rules 1.7, 1.8, 1.9, 1.10, and 1.18), and the Firm's obligations under the American Bar Association's Model Rules of Professional Conduct. The analysis was performed with the objective of identifying any actual or potential conflicts of interest that could arise from the Firm's proposed representation of DEH in the offering, considering the full range of parties involved in the transaction and the Firm's current and prior representations.
The conflicts database search was completed on April 14, 2025. No disqualifying conflicts of interest were identified. Certain prior and current representations involving parties or individuals connected to the transaction were noted during the search and are analyzed in detail below. All such matters have been reviewed and cleared, subject to the conditions described herein. Based on this analysis, the Firm is clear to proceed with the proposed engagement.
The engagement letter between C&H and Dunmore Energy Holdings Ltd. was executed on April 14, 2025, following the completion of this analysis and the confirmation that no disqualifying conflicts exist.
II. Scope of Conflict Search
A. Search Methodology
The conflict clearance process employed in connection with this matter was comprehensive and multi-layered, consistent with the Firm's standard procedures for high-value capital markets engagements. The following steps were undertaken:
1. Centralized Conflicts Database Search. Searches were conducted in C&H's centralized conflicts database through the Firm's new-matter intake system ("IntakeIQ"). The database contains records of all current and former clients, adverse parties, and related entities across all active and closed matters in the Firm's history. Searches were performed using full legal names, aliases, short names, known trade names, and known affiliates of all identified parties to the transaction. In addition, where available, entity identification numbers (including EINs, Cayman Registry numbers, and foreign corporate registration numbers) were cross-referenced to ensure accuracy and completeness.
2. Active and Closed Matter Review. The searches encompassed all active matters currently open in the Firm's system, as well as all closed matters within the Firm's records. No time limitation was applied to the search of closed matters; the database includes records dating to the Firm's founding.
3. Manual Practice Group Inquiries. In addition to the database searches, manual inquiries were circulated to all partners in the following practice groups: Capital Markets, Energy (including Oil & Gas and Renewables sub-groups), Tax, and Litigation (including Regulatory Enforcement and Investigations). Each partner in these groups was asked to confirm whether they were aware of any current or prior engagement, personal relationship, financial interest, or other circumstance that could give rise to a conflict of interest in connection with the proposed representation of DEH. All inquiries were completed and responses received as of April 14, 2025.
4. Engagement Team Clearance. Each member of the proposed C&H engagement team was individually cleared through the IntakeIQ system and provided a written confirmation regarding the absence of personal conflicts, financial interests, and family relationships with any identified party to the transaction.
5. Date of Search. All searches were conducted on April 14, 2025. The results described in this memorandum are current as of that date. To the extent that additional parties are identified during the course of the engagement, supplemental conflict searches will be conducted promptly.
B. Parties Searched
The following is a complete list of all entities and individuals searched in the conflicts database, organized by their respective roles in the proposed transaction. Each entry includes, where available, the entity's jurisdiction of organization, identifying registration or tax identification numbers, and short names or aliases used in the search.
1. Issuer and Co-Issuer.
(a) Dunmore Energy Holdings Ltd. — Cayman Islands exempted company; Cayman Registry No. MC-384726. Short names searched: "Dunmore," "DEH," "Dunmore Energy," "Block."
(b) Dunmore upstream Finance Corp. — Delaware corporation; EIN 93-4728106. Short name searched: "DUFC," "Dunmore upstream," "Dunmore Finance."
2. Guarantor Subsidiaries.
(a) Dunmore Nigeria E&P Ltd. — Nigerian limited company. Short names searched: "Dunmore Nigeria," "DNEP."
(b) Dunmore Gulf Operations LLC — Delaware limited liability company. Short names searched: "Dunmore Gulf," "DGO."
(c) Dunmore Renewables LLC — Delaware limited liability company. Short names searched: "Dunmore Renewables."
(d) Dunmore Senegal S.A. — Senegalese société anonyme. Short names searched: "Dunmore Senegal."
(e) Dunmore Midstream Holdings Inc. — Delaware corporation. Short names searched: "Dunmore Midstream," "DMH."
(f) Dunmore Trading Ltd. — Private limited company organized under the laws of England and Wales. Short names searched: "Dunmore Trading," "DTL."
3. Dunmore Directors and Officers.
(a) Marcus Ellingham — Chief Executive Officer.
(b) Deepa Rajaram — Chief Financial Officer.
(c) Alistair Forde — General Counsel.
(d) Lady Constance Harrowby — Board Chair (Independent Director).
4. Initial Purchasers.
(a) Ridgeline Capital Markets LLC — Lead Initial Purchaser / Lead Left Bookrunner. Individual searches conducted for: Thomas Whitford (Head of Energy Capital Markets) and Simone Achterberg (Coverage Banker).
(b) Clarion Securities Inc. — Joint Bookrunner. Individual search conducted for: Derek Holmgren (Coverage Banker).
(c) Pinnacle Partners LLC — Co-Manager. Individual search conducted for: Julia Song (Coverage Banker).
5. Initial Purchasers' Counsel.
(a) Whitfield Baxter & Cohn LLP ("WBC"). Individual searches conducted for: Harrison Cates (Lead Partner) and Priya Naveen (Associate).
6. Trustee and Collateral Agent.
(a) Northgate Trust Company, N.A. — EIN 13-6520098. Individual search conducted for: William Kerrigan (Vice President, Corporate Trust).
7. Paying Agent / Registrar / Transfer Agent.
(a) Beacon Fiduciary Services LLC. Individual search conducted for: Sandra Mitchum (Relationship Manager).
8. Existing ABL Agent.
(a) Velthorn National Bank, N.A. Individual search conducted for: Robert Cavanaugh (Relationship Manager).
9. ABL Agent's Counsel.
(a) Pruitt Halsey LLP (Houston, Texas).
10. Equity Sponsors and Major Shareholders.
(a) Harborview Capital Partners Fund VI, L.P. — 62.4% equity holder of DEH. Individual searches conducted for: Elaine Prescott (Managing Director) and David Stein (Partner). Additionally, searches were conducted for the Harborview Capital Partners platform generally, including Harborview Capital Partners Fund III, L.P., Harborview Capital Partners Fund IV, L.P., and Harborview Capital Partners Fund V, L.P., as well as Harborview Capital Advisors LLC (the general partner entity).
(b) Solstice Infrastructure Fund LP — 11.1% co-investor in DEH.
(c) Alderman Family Office LLC — 8.2% co-investor in DEH.
11. Rating Agencies.
(a) Lodestar Ratings International. Individual search conducted for: Catherine Irvine (Lead Analyst).
(b) Veridian Credit Assessments Inc. Individual search conducted for: James Fenwick (Lead Analyst).
12. Local Counsel (Foreign Jurisdictions).
(a) Kincaid & Moreau LLP — Cayman Islands counsel. Individual search conducted for: Nigel Ashworth.
(b) Abayomi Chambers — Nigerian counsel. Individual search conducted for: Chidinma Okafor.
(c) Cresswell & Greaves LLP — English counsel. Individual search conducted for: Fiona Halsted.
(d) Theron Moss & Associates SARL — Senegalese counsel. Individual search conducted for: Moustapha Sy.
13. Independent Auditor.
(a) Alverton & Co. LLP. Individual search conducted for: Graham Stillwell (Lead Engagement Partner).
14. Reserves Engineer.
(a) Duval Howard & Partners. Individual search conducted for: Dr. Evelyn Marchetti (Lead Consultant).
15. ESG Consultant.
(a) Barrisford Advisory Group LLC. Individual search conducted for: Nathan Reyes Linley CPAs LLP (Lead Consultant).
16. Sanctions / OFAC Advisor.
(a) Sandoval Compliance Solutions LLC. Individual search conducted for: Rosa Medina (Lead Consultant).
III. Conflict Analysis — Issuer and Affiliates
A. Dunmore Energy Holdings Ltd. and Subsidiaries
A comprehensive search of the C&H conflicts database was conducted for Dunmore Energy Holdings Ltd. and each of its identified subsidiaries, including Dunmore upstream Finance Corp. (the proposed co-issuer), Dunmore Nigeria E&P Ltd., Dunmore Gulf Operations LLC, Dunmore Renewables LLC, Dunmore Senegal S.A., Dunmore Midstream Holdings Inc., and Dunmore Trading Ltd. The search utilized the full legal names, short names, and aliases set forth in Section II.B above.
No prior or current C&H representation of any Dunmore entity was identified in the conflicts database. DEH and its subsidiaries have not previously been clients of the Firm in any capacity, whether in transactional, advisory, or litigation matters.
In addition, no prior adverse representations against any Dunmore entity were identified. The Firm has not represented any party in litigation, arbitration, regulatory proceedings, or transactional matters in which any Dunmore entity was an opposing or adverse party.
Conclusion: Clear — no conflict. The Firm has no prior or current relationship with any entity in the Dunmore corporate family that would give rise to a conflict of interest under the applicable rules of professional conduct.
B. Dunmore Directors and Officers
Individual searches were conducted for each of the identified directors and officers of DEH. The results are as follows:
Marcus Ellingham, Chief Executive Officer. The search of Mr. Ellingham's name returned a hit in the conflicts database in connection with Praetorian Petroleum plc, where Mr. Ellingham previously served as Chief Operating Officer. C&H represented Praetorian Petroleum plc in a prior capital markets engagement (the matter was opened in 2017 and closed in 2019). The representation involved C&H acting as issuer's counsel to Praetorian in connection with an offering of senior unsecured notes. Mr. Ellingham was an officer of Praetorian at that time but was not personally a party to the engagement, was not personally adverse to C&H or any C&H client, and the Firm's representation of Praetorian did not involve any matters adverse to Mr. Ellingham's individual interests. The Praetorian matter is closed. No confidential information obtained in connection with the Praetorian representation is relevant to the proposed Dunmore engagement. Accordingly, this matter does not give rise to a conflict of interest.
Deepa Rajaram, Chief Financial Officer. The search of Ms. Rajaram's name did not return any direct hits in the conflicts database. Ms. Rajaram's prior employment as Vice President of Finance at Kestrel Resources Corp. was noted; however, the Firm's database contains no record of any C&H representation of Kestrel Resources Corp., and no adverse representations against Kestrel Resources Corp. were identified. This matter is clear.
Alistair Forde, General Counsel. The search of Mr. Forde's name did not return any hits in the conflicts database. No prior representations involving Mr. Forde in any capacity were identified. This matter is clear.
Lady Constance Harrowby, Board Chair (Independent Director). The search of Lady Harrowby's name did not return any hits in the conflicts database. Although Lady Harrowby previously served as UK Energy Minister, no C&H representation was identified in connection with her in any governmental, personal, or corporate capacity. This matter is clear.
Conclusion: No conflicts arising from individual officers or directors. The sole flagged matter (Mr. Ellingham's connection to Praetorian Petroleum plc) has been reviewed and cleared as non-adverse, closed, and free of confidential-information concerns.
IV. Conflict Analysis — Initial Purchasers
A. Ridgeline Capital Markets LLC
Ridgeline Capital Markets LLC will act as Lead Initial Purchaser and Lead Left Bookrunner for the offering. A thorough search of the conflicts database was conducted for Ridgeline Capital Markets LLC, as well as for the individual bankers identified in Section II.B above, specifically Thomas Whitford (Head of Energy Capital Markets) and Simone Achterberg (Coverage Banker).
The search revealed that C&H has represented issuers on the opposite side of transactions in which Ridgeline acted as underwriter or initial purchaser on multiple prior occasions. This is a customary and expected result for a firm of C&H's size and market position; it is standard market practice for issuer's counsel and the lead initial purchaser to be represented by separate law firms, and the relationship between issuer's counsel and the initial purchasers in a securities offering is not adversarial in nature. Rather, the parties work collaboratively toward the successful completion of the offering, each fulfilling a distinct role in the transaction. No adverse litigation, disputes, or contested matters between C&H (or any C&H client) and Ridgeline were identified.
The Firm has not represented Ridgeline Capital Markets LLC as a client in any current open matter. Ridgeline is not a current client of the Firm.
Individual searches for Thomas Whitford and Simone Achterberg did not return any conflicting results.
Conclusion: Clear — no conflict. C&H's proposed representation of Dunmore as issuer's counsel while Ridgeline acts as Lead Initial Purchaser is a standard capital markets arrangement and does not give rise to a conflict of interest.
B. Clarion Securities Inc.
A search of the conflicts database was conducted for Clarion Securities Inc. and for Derek Holmgren (Coverage Banker). No current or prior C&H representation of Clarion in any capacity was identified. No adverse representations against Clarion were identified. The individual search for Mr. Holmgren returned no conflicting results.
Conclusion: Clear — no conflict.
C. Pinnacle Partners LLC
A search of the conflicts database was conducted for Pinnacle Partners LLC and for Julia Song (Coverage Banker). No current or prior C&H representation of Pinnacle in any capacity was identified. No adverse representations against Pinnacle were identified. The individual search for Ms. Song returned no conflicting results.
Conclusion: Clear — no conflict.
V. Conflict Analysis — Initial Purchasers' Counsel
A. Whitfield Baxter & Cohn LLP
Whitfield Baxter & Cohn LLP ("WBC") will serve as counsel to the Initial Purchasers in this offering. C&H and WBC are both prominent capital markets practices and regularly appear on opposite sides of securities offerings, with one firm acting as issuer's counsel and the other as underwriters' or initial purchasers' counsel. This is a customary counterpart counsel arrangement in the capital markets, and the relationship between issuer's counsel and underwriters' counsel, while involving negotiation of transaction documents (including the purchase agreement, the indenture, and related disclosure documents), is fundamentally collaborative rather than adversarial.
Individual searches for Harrison Cates (Lead Partner) and Priya Naveen (Associate) at WBC returned no conflicting results. No adversarial litigation between C&H and WBC, or between any C&H client and any WBC client in any matter context relevant to this engagement, was identified.
Conclusion: Clear — customary counterpart counsel arrangement. No conflict of interest arises from WBC's role as counsel to the Initial Purchasers in this offering.
VI. Conflict Analysis — Trustee, Agents, and Service Providers
A. Northgate Trust Company, N.A.
Northgate Trust Company, N.A. will serve as Trustee and Collateral Agent under the indenture governing the Notes. A comprehensive search of the conflicts database was conducted for Northgate Trust Company, N.A. (EIN 13-6520098), and for William Kerrigan (Vice President, Corporate Trust).
The search revealed that C&H has a history of interaction with Northgate Trust in the ordinary course of the Firm's capital markets practice. Specifically:
(a) C&H has represented Northgate Trust as Trustee or Collateral Agent in prior indenture transactions, acting as counsel to Northgate Trust in its fiduciary capacity.
(b) C&H has also acted as issuer's counsel in offerings where Northgate Trust served as trustee, with Northgate Trust represented by its own separate counsel.
A review of active matters involving Northgate Trust identified two current matters in which C&H represents issuers in indenture transactions where Northgate Trust serves as trustee. In each of these matters, the relationship between the issuer client and Northgate Trust as trustee is non-adverse and is governed by the standard terms of the applicable indenture. There is no dispute, litigation, or contested matter between any C&H client and Northgate Trust in any currently pending proceeding.
The individual search for William Kerrigan returned no conflicting results. No personal conflicts, financial interests, or relationships between any C&H team member and Mr. Kerrigan were identified.
Conclusion: Clear — no conflict. The prior and concurrent representations involving Northgate Trust are non-adverse and reflect customary issuer-trustee relationships in the capital markets. The Firm's prior representations of Northgate Trust in its fiduciary capacity, and the Firm's concurrent representations of other issuers in transactions where Northgate Trust acts as trustee, do not create a disqualifying conflict under the applicable rules of professional conduct. The interests of Dunmore as issuer and Northgate Trust as trustee in this offering are aligned toward the successful completion and administration of the offering.
B. Beacon Fiduciary Services LLC
A search of the conflicts database was conducted for Beacon Fiduciary Services LLC and for Sandra Mitchum (Relationship Manager). No current or prior C&H representation of Beacon Fiduciary in any capacity was identified. No adverse representations against Beacon Fiduciary were identified. The individual search for Ms. Mitchum returned no conflicting results.
Conclusion: Clear — no conflict.
C. Velthorn National Bank, N.A.
Velthorn National Bank, N.A. serves as the administrative agent (the "ABL Agent") under Dunmore's existing $750,000,000 senior secured revolving credit facility (the "ABL Facility"), of which approximately $470,000,000 is currently drawn and outstanding. The ABL Facility has a stated maturity date of June 2028. In connection with the proposed Notes offering, C&H will interact with Velthorn and its counsel, Pruitt Halsey LLP, regarding the ABL lender consent (to the extent required under the ABL Facility credit agreement) and the negotiation and execution of an Intercreditor Agreement governing the relative rights and priorities of the ABL lenders and the holders of the Notes with respect to the collateral securing both facilities.
The C&H conflicts database search for Velthorn National Bank, N.A. revealed the following:
(a) C&H currently represents a separate client (not Dunmore or any Dunmore affiliate) in a loan transaction in which Velthorn acts as a syndicate lender (not as administrative agent or lead arranger). The matter is unrelated to the Dunmore offering in both subject matter and parties. The C&H client in that matter is not adverse to Velthorn, and Velthorn's interests as a syndicate participant are not in conflict with the interests of Dunmore or the proposed Notes offering.
(b) C&H is not acting as counsel to Velthorn National Bank in any capacity in any current or pending matter. Velthorn is not a current client of the Firm.
(c) No litigation, arbitration, regulatory proceedings, or other adversarial matters between any C&H client and Velthorn were identified in the database.
The individual search for Robert Cavanaugh (Relationship Manager) returned no conflicting results.
With respect to C&H's interactions with Velthorn in this transaction, it is noted that the negotiation of the ABL lender consent and the Intercreditor Agreement is a transactional negotiation conducted in the ordinary course of a secured debt offering. While the interests of the Notes holders and the ABL lenders may differ with respect to certain terms of the Intercreditor Agreement (including priority of liens, waterfall provisions, and standstill periods), the negotiation is not an adverse proceeding. Velthorn will be represented by its own counsel, Pruitt Halsey LLP, in these negotiations.
Conclusion: No disqualifying conflict. The concurrent representation of a separate client in an unrelated loan transaction in which Velthorn participates as a syndicate lender does not involve adverse interests, does not implicate confidential information relevant to this offering, and does not create a disqualifying conflict under the applicable rules of professional conduct. The Firm is cleared to proceed.
D. Pruitt Halsey LLP (ABL Agent's Counsel)
A search of the conflicts database was conducted for Pruitt Halsey LLP. No current or prior C&H representation of Pruitt Halsey or its clients in contexts relevant to this matter was identified. No adversarial relationship between C&H and Pruitt Halsey was identified.
Conclusion: Clear — no conflict.
VII. Conflict Analysis — Equity Sponsors and Major Shareholders
A. Harborview Capital Partners Fund VI, L.P.
Harborview Capital Partners Fund VI, L.P. ("Harborview Fund VI") is the majority equity holder of DEH, holding approximately 62.4% of the outstanding equity interests. The Harborview Capital Partners platform manages multiple investment funds across several vintages. In addition to searching Harborview Fund VI specifically, the conflicts database search was broadened to include the Harborview Capital Partners platform generally, including Harborview Capital Advisors LLC (the general partner entity), Harborview Capital Partners Fund III, L.P., Harborview Capital Partners Fund IV, L.P., and Harborview Capital Partners Fund V, L.P.
The search returned the following results:
(a) Harborview Fund III — Prior Closed Matter (2020). C&H represented a portfolio company of Harborview Capital Partners Fund III, L.P. in a mergers and acquisitions transaction in 2020. The matter has been closed. C&H acted as sell-side counsel to the portfolio company. The representation was not adverse to Harborview Fund III; rather, Harborview Fund III, as the equity sponsor of the portfolio company, was aligned with the portfolio company's interests in the transaction.
(b) Harborview Fund IV — Prior Closed Matter (2022). C&H represented a lender in a financing transaction involving a portfolio company of Harborview Capital Partners Fund IV, L.P. in 2022. The matter has been closed. The Firm's representation of the lender client was conducted in the ordinary course of a lending transaction and did not involve adversity to Harborview Fund IV. The lender and the Harborview Fund IV portfolio company were counterparties in a standard credit facility negotiation; no disputes arose, and the matter was completed without incident.
No current open matters involving Harborview Capital Partners or any Harborview fund were identified in the database. Harborview is not a current client of the Firm in any capacity.
Individual searches were conducted for Elaine Prescott (Managing Director) and David Stein (Partner) at Harborview Capital Partners. Neither search returned any conflicting results. No personal conflicts, financial interests, or family relationships between any C&H team member and Ms. Prescott or Mr. Stein were identified.
Conclusion: No conflict. The prior representations identified in the database involved different Harborview funds (Fund III and Fund IV, not Fund VI), are both closed, and were non-adverse to Harborview in each instance. No confidential information obtained in connection with either prior matter is relevant to the proposed Dunmore engagement. Under the applicable rules of professional conduct, the Firm's prior representations do not create a conflict with respect to the proposed engagement, and no consent or waiver is required.
B. Solstice Infrastructure Fund LP
Solstice Infrastructure Fund LP is a co-investor holding approximately 11.1% of the equity interests in DEH. A search of the conflicts database was conducted for Solstice Infrastructure Fund LP. No current or prior C&H representation of Solstice in any capacity was identified. No adverse representations against Solstice were identified.
Conclusion: Clear — no conflict.
C. Alderman Family Office LLC
Alderman Family Office LLC is a co-investor holding approximately 8.2% of the equity interests in DEH. A search of the conflicts database was conducted for Alderman Family Office LLC. No current or prior C&H representation of Alderman in any capacity was identified. No adverse representations against Alderman were identified.
Conclusion: Clear — no conflict.
VIII. Conflict Analysis — Rating Agencies
A. Lodestar Ratings International
Lodestar Ratings International has assigned a preliminary rating of B2 / Stable to the Notes. A search of the conflicts database was conducted for Lodestar Ratings International and for Catherine Irvine (Lead Analyst). No C&H representation of Lodestar in any capacity was identified. No adverse representation against Lodestar was identified. The individual search for Ms. Irvine returned no conflicting results.
Conclusion: Clear — no conflict.
B. Veridian Credit Assessments Inc.
Veridian Credit Assessments Inc. has assigned a preliminary rating of B+ / Stable to the Notes. A search of the conflicts database was conducted for Veridian Credit Assessments Inc. and for James Fenwick (Lead Analyst). No C&H representation of Veridian in any capacity was identified. No adverse representation against Veridian was identified. The individual search for Mr. Fenwick returned no conflicting results.
Conclusion: Clear — no conflict.
IX. Conflict Analysis — Local Counsel and Other Advisors
A. Kincaid & Moreau LLP (Cayman Islands Counsel)
Kincaid & Moreau LLP ("K&M") will act as Cayman Islands counsel to DEH, providing opinions and advice on Cayman Islands law matters under C&H's coordination as lead transaction counsel. K&M's role in this transaction is that of co-counsel engaged to provide local law expertise; K&M is not an adverse party and will be working collaboratively with C&H in furtherance of the client's interests.
No prior C&H engagement with or against Kincaid & Moreau LLP was identified in the conflicts database. The individual search for Nigel Ashworth returned no conflicting results.
Conclusion: Clear — co-counsel relationship. No conflict.
B. Abayomi Chambers (Nigerian Counsel)
Abayomi Chambers will act as Nigerian counsel to DEH, providing advice on Nigerian law matters relating to the security interests over the assets of Dunmore Nigeria E&P Ltd., regulatory compliance, and NNPC (Nigerian National Petroleum Corporation) compliance matters for OML 47 and OML 63. Abayomi Chambers is engaged as local co-counsel under C&H's coordination and is not an adverse party.
No prior C&H engagement with or against Abayomi Chambers was identified in the conflicts database. The individual search for Chidinma Okafor returned no conflicting results.
Conclusion: Clear — co-counsel relationship. No conflict.
C. Cresswell & Greaves LLP (English Counsel)
Cresswell & Greaves LLP will act as English counsel in connection with the guarantee and debenture to be provided by Dunmore Trading Ltd., a private limited company organized under the laws of England and Wales. Cresswell & Greaves is engaged as local co-counsel under C&H's coordination and is not an adverse party.
No prior C&H engagement with or against Cresswell & Greaves LLP was identified in the conflicts database. The individual search for Fiona Halsted returned no conflicting results.
Conclusion: Clear — co-counsel relationship. No conflict.
D. Theron Moss & Associates SARL (Senegalese Counsel)
Theron Moss & Associates SARL will act as Senegalese counsel in connection with the guarantee and security interests to be provided by Dunmore Senegal S.A. with respect to the Cayar Offshore Block. Theron Moss is engaged as local co-counsel under C&H's coordination and is not an adverse party.
No prior C&H engagement with or against Theron Moss & Associates SARL was identified in the conflicts database. The individual search for Moustapha Sy returned no conflicting results.
Conclusion: Clear — co-counsel relationship. No conflict.
E. Alverton & Co. LLP (Independent Auditor)
Alverton & Co. LLP serves as the independent auditor to Dunmore. Alverton has prepared the audited financial statements that will be included in the offering memorandum for the Notes. A search of the conflicts database was conducted for Alverton & Co. LLP and for Graham Stillwell (Lead Engagement Partner).
No current or prior C&H representation of Alverton in any capacity was identified. No adverse representation against Alverton was identified. The individual search for Mr. Stillwell returned no conflicting results.
Conclusion: Clear — no conflict.
F. Duval Howard & Partners (Petroleum Engineering Consultants)
Duval Howard & Partners ("DH&P") has prepared reserves reports for OML 47, OML 63, the Gulf of Mexico leases, and the Cayar Offshore Block, which will be referenced in or appended to the offering memorandum. A search of the conflicts database was conducted for Duval Howard & Partners and for Dr. Evelyn Marchetti (Lead Consultant).
No current or prior C&H representation of DH&P in any capacity was identified. No adverse representation against DH&P was identified. The individual search for Dr. Marchetti returned no conflicting results.
Conclusion: Clear — no conflict.
G. Barrisford Advisory Group LLC (ESG Consultant)
Barrisford Advisory Group LLC has prepared the environmental, social, and governance ("ESG") data package that will be included in the offering memorandum. A search of the conflicts database was conducted for Barrisford Advisory Group LLC and for Nathan Reyes Linley CPAs LLP (Lead Consultant).
No current or prior C&H representation of Barrisford in any capacity was identified. No adverse representation against Barrisford was identified. The individual search for Mr. Reyes Linley CPAs LLP returned no conflicting results.
Conclusion: Clear — no conflict.
H. Sandoval Compliance Solutions LLC (Sanctions / OFAC Advisor)
Sandoval Compliance Solutions LLC is conducting OFAC, EU, and UK sanctions screening in connection with the offering, including screening of the issuer, guarantors, their respective officers and directors, and the beneficial ownership chain. A search of the conflicts database was conducted for Sandoval Compliance Solutions LLC and for Rosa Medina (Lead Consultant).
No current or prior C&H representation of Sandoval in any capacity was identified. No adverse representation against Sandoval was identified. The individual search for Ms. Medina returned no conflicting results.
Conclusion: Clear — no conflict.
X. Conflict Analysis — Engagement Team
Each member of the proposed C&H engagement team has been individually cleared through the Firm's IntakeIQ system. In addition, each team member has provided a written confirmation, through the Firm's electronic intake system, that they have no financial interests, family relationships, prior personal representations, or other circumstances that would create a conflict of interest with respect to any party identified in Section II above. The results are as follows:
(a) Jennifer Kwon, Responsible Partner, Capital Markets. Ms. Kwon confirmed that she has no personal conflicts with any party to the transaction. No hits were returned in the conflicts database in connection with Ms. Kwon's individual clearance.
(b) Theodore Langston, Billing Partner, Capital Markets. Mr. Langston confirmed that he has no personal conflicts with any party to the transaction. No hits were returned in the conflicts database in connection with Mr. Langston's individual clearance.
(c) Eric Johannsen, Lead Associate, Capital Markets. Mr. Johannsen confirmed that he has no personal conflicts with any party to the transaction. No hits were returned in the conflicts database in connection with Mr. Johannsen's individual clearance.
(d) Claire Dempsey, Working Associate, Capital Markets. Ms. Dempsey confirmed that she has no personal conflicts with any party to the transaction. No hits were returned in the conflicts database in connection with Ms. Dempsey's individual clearance.
(e) Leonard Cross, Specialist Partner, Tax. Mr. Cross confirmed that he has no personal conflicts with any party to the transaction. No hits were returned in the conflicts database in connection with Mr. Cross's individual clearance.
All written confirmations are on file in the IntakeIQ system and are retained as part of the engagement records for Matter No. 1016-00003.
XI. Summary of Cleared Matters Requiring Notation
The following table summarizes the four matters that were flagged during the conflict search, reviewed by the undersigned, and cleared. These matters are noted for the record to ensure a complete and transparent clearance file.
No other matters were flagged during the conflict search process.
XII. Conclusion and Recommendation
All conflict searches in connection with the proposed engagement of Calderwood & Harkness LLP as issuer's counsel to Dunmore Energy Holdings Ltd. in the $850,000,000 9.375% Senior Secured Notes due 2032 offering were completed as of April 14, 2025.
No disqualifying conflicts of interest were identified with respect to any party listed in Section II of this memorandum. The Firm has conducted a comprehensive review of its centralized conflicts database, supplemented by manual inquiries to partners across the relevant practice groups and individual clearance of each engagement team member.
Four matters were flagged during the search and subjected to detailed review, as summarized in Section XI above. Each of the four flagged matters has been analyzed and cleared as non-adverse, non-disqualifying, and free of confidential-information concerns. No consent or waiver from any party is required in connection with any of the flagged matters.
Based on the foregoing analysis, Calderwood & Harkness LLP is clear to proceed with the engagement as issuer's counsel to Dunmore Energy Holdings Ltd. in the offering of the Notes.
Recommendation: The engagement letter has been executed and the matter should be opened under Matter No. 1016-00003. All timekeepers assigned to the matter should reference this matter number in their time entries.
Note Regarding Supplemental Searches: If any additional parties are identified during the course of the engagement — including, without limitation, additional co-investors, joint venture partners in Nigeria or Senegal, additional guarantor entities that may be added to the guarantor structure, DTC participants, or any other transaction participants not identified at the time of this memorandum — supplemental conflict checks should be run promptly through the IntakeIQ system, and the results should be documented in a supplemental memorandum appended to this clearance file.
XIII. Distribution and Retention