1016-00003 · Client 1016 · Engagement and Administrative

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CALDERWOOD & HARKNESS LLP

NEW MATTER OPENING FORM

Internal Form Reference: NMO-2025-04-47229

This form must be completed in its entirety and submitted to the Office of the General Counsel and the Finance Department prior to the commencement of any work on behalf of the client. No time entries may be recorded, no disbursements incurred, and no correspondence transmitted on behalf of or referencing the client until this form has been fully executed and the matter number activated in the firm's billing and conflicts management systems. Questions regarding completion of this form should be directed to the Office of the General Counsel at ext. 4-7200 or ogc@calderwoodharkness.com.

SECTION 1: MATTER IDENTIFICATION

Matter Number: 1016-00003

Date Opened: April 14, 2025

Opening Office: New York (425 Lexington Avenue, New York, NY 10017)

Practice Group: Capital Markets

Sub-Practice: High-Yield Debt / Structured Finance

Matter Type: Transactional — Securities Offering (Private Placement)

Matter Description (Short): Dunmore Energy Holdings Ltd. — $850,000,000 Senior Secured Notes Offering (Rule 144A / Regulation S)

Matter Description (Long):

Representation of Dunmore Energy Holdings Ltd., a Cayman Islands exempted company ("DEH" or the "Company"), and its wholly-owned subsidiary Dunmore upstream Finance Corp., a Delaware corporation ("DUFC" and, together with DEH, the "Issuers"), as co-issuers in connection with the offering (the "Offering") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs") and Regulation S under the Securities Act to non-U.S. persons outside the United States. The Notes will be guaranteed on a senior secured basis by certain of the Company's existing and future subsidiaries (the "Guarantors").

The scope of the engagement includes, but is not limited to, the drafting, negotiation, and finalization of the following: (i) the indenture governing the Notes (the "Indenture"); (ii) the offering memorandum (including the preliminary offering memorandum and the final offering memorandum) (collectively, the "Offering Memorandum" or "OM"); (iii) multi-jurisdictional security documents, including collateral agreements, security interests, share pledges, and mortgages across five jurisdictions (United States / New York, Cayman Islands, Nigeria, England & Wales, and Senegal); (iv) an intercreditor agreement with the administrative agent under the Company's existing asset-based lending revolving credit facility; (v) a registration rights agreement; (vi) a purchase agreement with the initial purchasers; and (vii) related ancillary documents, including officers' certificates, legal opinions, UCC filings, and closing documentation.

In addition to the core transactional workstreams, the engagement encompasses parallel workstreams relating to: (a) OFAC and sanctions compliance analysis, including screening of the Company's Nigerian and Senegalese operations and personnel through Sandoval Compliance Solutions LLC; (b) ESG and sustainability disclosure, including greenwashing liability analysis and coordination with Barrisford Advisory Group LLC; and (c) tax structuring, including analysis of original issue discount, withholding tax, FATCA compliance, and Cayman tax-exempt status, under the direction of Leonard Cross (Partner, Tax).

SECTION 2: CLIENT INFORMATION

Client Full Legal Name: Dunmore Energy Holdings Ltd.

Client Short Name / Billing Name: Dunmore; DEH

Client Entity Type: Exempted company incorporated with limited liability under the laws of the Cayman Islands

Jurisdiction of Organization: Cayman Islands

Cayman Registry No.: MC-384726

Registered Office: c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands

Principal Executive Offices: 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands

U.S. Office: 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056, United States

Primary Client Contact: Alistair Forde, General Counsel

Telephone: [to be confirmed upon opening]

Email: [to be confirmed upon opening]

Chief Executive Officer: Marcus Ellingham

Chief Financial Officer: Deepa Rajaram

Industry / SIC Code: Oil & Gas Exploration and Production (SIC 1311) / Midstream / Renewable Energy

Public / Private: Private. Dunmore Energy Holdings Ltd. is majority-owned by Harborview Capital Partners Fund VI, L.P., a Delaware limited partnership, which holds approximately 62.4% of the Company's outstanding equity interests. The Company does not have any class of securities registered under the Securities Exchange Act of 1934, as amended, and is not subject to the reporting obligations thereunder.

Existing Client: New Client. A review of the firm's client database and conflicts management system has confirmed that no prior matters exist for Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp., or any affiliated Dunmore entity in the Calderwood & Harkness LLP system. This is the first engagement for the Dunmore organization. Appropriate new-client intake procedures, including identity verification, anti-money laundering screening, and beneficial ownership certification, have been completed concurrently with the submission of this form.

SECTION 3: CO-CLIENT / CO-ISSUER INFORMATION

Co-Client Full Legal Name: Dunmore upstream Finance Corp.

Short Name: DUFC

Entity Type: Corporation organized and existing under the laws of the State of Delaware

Employer Identification Number (EIN): 93-4728106

Registered Agent: Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005

Principal Office: 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056, United States

Relationship to Client: DUFC is a wholly-owned subsidiary of Dunmore Energy Holdings Ltd. DUFC was formed solely for the purpose of serving as co-issuer of the Notes in order to facilitate compliance with applicable U.S. tax and securities law requirements. DUFC does not conduct any operations independent of its role as co-issuer and does not hold material assets other than an intercompany note payable by DEH. Both DEH and DUFC are treated as joint clients for purposes of this engagement, and the engagement letter has been executed on behalf of both entities by Alistair Forde in his capacity as General Counsel to DEH and as an authorized officer of DUFC.

Primary Contact: Alistair Forde, General Counsel (same as DEH). All communications regarding the engagement may be directed to Mr. Forde unless and until the firm is instructed otherwise by the client.

SECTION 4: RESPONSIBLE ATTORNEY AND STAFFING

The following attorneys have been assigned to this matter. Staffing is subject to adjustment based on workstream requirements and availability. Any changes to the Responsible Partner or Billing Partner must be approved by the Practice Group Leader and communicated to the Office of the General Counsel and Finance Department.

Responsible Partner: Jennifer Kwon

Practice Group: Capital Markets Office: New York (425 Lexington Avenue) Bar Admission: New York Role: Lead partner; overall responsibility for client relationship management, transaction strategy, review and supervision of all workstreams, and primary signatory on opinions and closing documents.

Billing Partner: Theodore Langston

Practice Group: Capital Markets Office: New York (425 Lexington Avenue) Bar Admission: New York Role: Billing partner of record. Mr. Langston will co-supervise the drafting of the indenture and purchase agreement and will have primary responsibility for intercreditor agreement negotiations with Pruitt Halsey LLP (counsel to Velthorn National Bank, N.A.).

Lead Associate: Eric Johannsen

Practice Group: Capital Markets Office: New York (425 Lexington Avenue) Bar Admission: New York Role: Day-to-day management of document production, drafting of indenture, purchase agreement, and registration rights agreement. Primary point of contact for associate-level communications with Whitfield Baxter & Cohn LLP (counsel to Initial Purchasers).

Working Associate: Claire Dempsey

Practice Group: Capital Markets Office: New York (425 Lexington Avenue) Bar Admission: New York Role: Drafting of offering memorandum, due diligence coordination, closing checklist management, and corporate authorization documentation. Responsible for OM backup memorandum.

Specialist Partner (Tax): Leonard Cross

Practice Group: Tax Office: New York (425 Lexington Avenue) Bar Admission: New York, District of Columbia Role: Lead on all tax workstreams, including U.S. federal income tax analysis (OID, withholding, FATCA), Cayman tax-exempt status confirmation, and drafting/review of indenture tax gross-up and additional amounts provisions. Responsible for preparation of tax memorandum and tax-related risk factor language in the OM.

Additional Attorneys Anticipated: No additional Calderwood & Harkness LLP attorneys are assigned at this time in non-U.S. jurisdictions. The firm does not maintain offices in the Cayman Islands, Nigeria, England & Wales, or Senegal. Local counsel coordination in those jurisdictions will be conducted through the external firms identified in Section 9 below. To the extent additional C&H attorneys are required (e.g., from the Litigation, Regulatory, or Environmental practice groups), staffing updates will be submitted to the Office of the General Counsel.

SECTION 5: BILLING ARRANGEMENTS

Fee Arrangement Type: Hourly (no fee cap). All professional services rendered in connection with this matter will be billed at the applicable standard hourly rates for each timekeeper, as set forth in the rate schedule below.

Engagement Letter Date: April 14, 2025

Engagement Letter Executed By (Client): Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd., executing on behalf of both DEH and DUFC

Engagement Letter Executed By (Firm): Jennifer Kwon, Partner, Calderwood & Harkness LLP

A fully executed copy of the engagement letter is attached hereto as Attachment A.

Rate Schedule:

The following hourly rates are effective as of the date of the engagement letter and remain in effect for the duration of the matter unless modified by written agreement between the firm and the client:

Rates for any additional timekeepers assigned to the matter will be communicated to the client in advance and will conform to the firm's standard rate schedule for the applicable class year and practice group, subject to any adjustments negotiated in the engagement letter.

Estimated Aggregate Fees: $3,200,000 – $3,800,000. This estimate is based on the anticipated scope of work as described in Section 13 below, including coordination with four external local counsel firms, the multi-jurisdictional nature of the security package, and the parallel OFAC/sanctions, ESG, and tax workstreams. The estimate assumes a transaction timeline consistent with Section 12 below and does not account for material scope changes, protracted negotiations, or regulatory complications. The estimate is provided for budgeting purposes only and does not constitute a cap or ceiling on fees.

Fee Cap: None. The engagement letter does not contain a fee cap, success fee, or alternative fee arrangement. All fees are on a straight hourly basis.

Billing Frequency: Monthly. Invoices will be prepared and transmitted on or about the 15th of each month for services rendered during the prior calendar month.

Special Billing Instructions: The following separate billing codes shall be established within the firm's billing system to enable workstream-level tracking and reporting, as specified in the engagement letter:

• 1016-00003-CM — Core Transaction / Capital Markets (indenture, purchase agreement, registration rights, closing)

• 1016-00003-SEC — Securities / Offering Memorandum and Disclosure

• 1016-00003-OFAC — Sanctions / OFAC Compliance Workstream

• 1016-00003-ESG — ESG Disclosure Workstream

• 1016-00003-TAX — Tax Workstream (Leonard Cross and supporting timekeepers)

• 1016-00003-DD — Due Diligence

• 1016-00003-OPN — Legal Opinions and Local Counsel Coordination

All timekeepers are instructed to record time entries using the applicable billing code. Reference should be made to the engagement letter (Attachment A) for complete billing instructions, including narrative format requirements and any client-specific billing guidelines.

Expense Reimbursement: All reasonable, documented out-of-pocket expenses incurred in connection with the engagement will be reimbursed by the client at cost, consistent with the terms set forth in the engagement letter. Reimbursable expenses include, without limitation, the following:

• Travel expenses (airfare, hotel, ground transportation, meals) associated with the road-show, closing, and any in-person meetings with the client, Initial Purchasers, or rating agencies

• Filing fees, including UCC filing fees, securities regulatory filing fees, and any applicable fees in non-U.S. jurisdictions

• Third-party vendor costs, including charges of Sandoval Compliance Solutions LLC (OFAC/sanctions advisory) and Barrisford Advisory Group LLC (ESG advisory), which will be invoiced directly to Calderwood & Harkness LLP and billed through to the client as disbursements, unless the client elects to contract directly with such vendors

• Document production, printing, and binding costs for the Offering Memorandum and closing sets

• Courier, overnight delivery, and postage charges

• EDGAR filing agent fees (if applicable for any voluntary filings)

• Online research charges (Westmark Data Systems, Cascade Services Inc., Calderon Systems, and comparable platforms) to the extent not absorbed by the firm's standard overhead

SECTION 6: TRANSACTION SUMMARY

The following is a summary of the principal terms and structure of the Offering. This summary is provided for internal reference purposes and is based on the term sheet circulated to the Initial Purchasers as of the date of this form. Certain terms remain subject to final negotiation and pricing.

Transaction Type: Private placement of senior secured notes

Offering Exemption: Rule 144A under the Securities Act (to QIBs) and Regulation S under the Securities Act (to non-U.S. persons outside the United States). The Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except pursuant to an applicable exemption from registration.

Securities: 9.375% Senior Secured Notes due 2032 (the "Notes")

Issuers: Dunmore Energy Holdings Ltd. (as parent issuer) and Dunmore upstream Finance Corp. (as co-issuer)

Guarantors: The Notes will be guaranteed on a senior secured basis by each of the existing and future restricted subsidiaries of DEH that guarantee the ABL Revolving Credit Facility, as more fully described in Section 7 below.

Aggregate Principal Amount: $850,000,000

Issue Price: 98.50% of par (representing gross proceeds of $837,250,000 to the Issuers before deduction of the Initial Purchasers' discount and estimated offering expenses)

Original Issue discount ("OID"): 1.50% of the aggregate principal amount, or $12,750,000. The Notes will be treated as issued with OID for U.S. federal income tax purposes, with the consequences described in the tax workstream memorandum to be prepared by Leonard Cross (see Section 13.5).

Coupon / Interest Rate: 9.375% per annum, payable semi-annually in cash in arrears on May 1 and November 1 of each year, commencing November 1, 2025.

Maturity Date: May 1, 2032

CUSIP (Rule 144A): 265387 AA 5

CUSIP (Regulation S): C2085R AA 2

ISIN (Rule 144A): US265387AA51

ISIN (Regulation S): USC2085RAA24

Minimum Denomination: $2,000 principal amount and integral multiples of $1,000 in excess thereof

Governing Law: The Indenture and the Notes will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles of conflicts of law.

Preliminary Credit Ratings:

The ratings reflect preliminary assessments and are subject to change prior to pricing. A rating is not a recommendation to buy, sell, or hold the Notes.

Use of Proceeds:

The net proceeds from the Offering (after deduction of the Initial Purchasers' discount and estimated offering expenses) are expected to be applied as follows:

Gross Spread (Initial Purchasers): 2.00% of the aggregate principal amount at par, equal to $17,000,000, payable at closing by the Issuers to the Initial Purchasers pro rata in accordance with their respective allocation percentages as set forth in Section 7 below.

Total Estimated Offering Costs: $22,500,000, inclusive of the Initial Purchasers' discount ($17,000,000), legal fees and expenses (firm and local counsel), trustee and agent fees, rating agency fees, printing and distribution costs, sanctions screening fees, ESG advisory fees, and miscellaneous closing costs.

SECTION 7: COUNTERPARTIES AND OTHER PARTIES

7.1 Initial Purchasers

The Notes will be sold to the following initial purchasers (collectively, the "Initial Purchasers") pursuant to a purchase agreement (the "Purchase Agreement") to be executed on the date of pricing:

Ridgeline Capital Markets LLC will serve as the representative of the Initial Purchasers (the "Representative") for purposes of the Purchase Agreement and will have primary responsibility for coordinating the road-show, book-building, allocation, and pricing of the Notes.

7.2 Trustee and Agents

7.3 Existing Lender / ABL Agent

7.4 Equity Holders

The following table sets forth the principal equity holders of Dunmore Energy Holdings Ltd. as of the date of this form:

7.5 Guarantor Subsidiaries

The Notes will be guaranteed on a senior secured basis by the following subsidiaries of Dunmore Energy Holdings Ltd. (collectively, the "Guarantors"), each of which will execute a subsidiary guarantee under the Indenture and will grant security interests in its assets (or specified assets) in favor of the Collateral Agent:

1. Dunmore Nigeria E&P Ltd. — Organized under the laws of Nigeria; registered with the Corporate Affairs Commission (CAC). Operator of Oil Mining Leases OML 47 and OML 63 in the Niger Delta region. Primary revenue-generating subsidiary.

2. Dunmore Gulf Operations LLC — Delaware limited liability company. Holder of deepwater leases in the Gulf of Mexico; operator of producing properties in the Mississippi Canyon and Green Canyon areas pursuant to permits issued by the Bureau of Ocean Energy Management (BOEM) and the Bureau of Safety and Environmental Enforcement (BSEE).

3. Dunmore Renewables LLC — Delaware limited liability company. Owner and operator of a 220 MW solar photovoltaic portfolio in West Texas (Permian Basin region), consisting of four operating solar facilities.

4. Dunmore Senegal S.A. — Société anonyme organized under the laws of the Republic of Senegal. Operator of the Cayar Offshore Block pursuant to a production sharing contract (PSC) with the Government of Senegal. Phase II development capital expenditures are a designated use of proceeds from the Offering.

5. Dunmore Midstream Holdings Inc. — Delaware corporation. Owner of pipeline gathering systems, natural gas processing plants, and related midstream infrastructure supporting the Company's upstream operations.

6. Dunmore Trading Ltd. — Private limited company organized under the laws of England and Wales. The Company's offtake, commodity trading, and marketing arm, responsible for the physical and financial sale of crude oil, natural gas, and refined products.

SECTION 8: OPPOSING / OTHER COUNSEL

The following law firms represent counterparties or other participants in the transaction. Calderwood & Harkness LLP does not represent these parties, and each such firm has been included in the firm's conflict check.

Communications with opposing counsel should be coordinated through Jennifer Kwon (Partner) and Eric Johannsen (Lead Associate). No substantive discussions or document exchanges should occur with opposing or other counsel without the prior knowledge and authorization of the Responsible Partner.

SECTION 9: LOCAL COUNSEL (MULTI-JURISDICTIONAL)

Given the multi-jurisdictional nature of the collateral package and the operating locations of the Guarantors, the following external local counsel firms have been engaged or are expected to be engaged to provide jurisdiction-specific legal advice, opinions, and assistance with the perfection and enforcement of security interests:

All local counsel firms will be engaged pursuant to separate engagement letters entered into directly between such firms and Dunmore Energy Holdings Ltd., unless otherwise directed by the client. Calderwood & Harkness LLP will serve as coordinating counsel and will be responsible for the review and integration of local counsel work product into the overall transaction documentation. A privilege and work-product protocol memorandum governing communications among all counsel has been prepared and is attached hereto as Attachment D.

SECTION 10: OTHER THIRD-PARTY ADVISORS AND SERVICE PROVIDERS

The following third-party advisors and service providers are expected to participate in or provide services in connection with the Offering:

Fees payable to Sandoval Compliance Solutions LLC and Barrisford Advisory Group LLC will be invoiced to Calderwood & Harkness LLP and billed through to the client as disbursements, unless the client elects to contract with and pay such vendors directly. Fees payable to Alverton & Co. LLP, Duval Howard & Partners, Lodestar Ratings International, and Veridian Credit Assessments Inc. are expected to be contracted and paid directly by the client.

SECTION 11: CONFLICT CHECK STATUS

Conflict Check Initiated: April 14, 2025

Conflict Check Completed: April 14, 2025

Conflicts Cleared: Yes

A comprehensive conflict check has been conducted through the firm's conflicts management system (ConflictsPlus™) and supplemented by manual review by the Office of the General Counsel. The following parties were searched:

• Dunmore Energy Holdings Ltd. and all known affiliates (including DUFC and each Guarantor subsidiary listed in Section 7.5)

• Ridgeline Capital Markets LLC

• Clarion Securities Inc.

• Pinnacle Partners LLC

• Northgate Trust Company, N.A.

• Beacon Fiduciary Services LLC

• Velthorn National Bank, N.A.

• Harborview Capital Partners Fund VI, L.P. (and Harborview Capital Partners and affiliated funds, to the extent identifiable)

• Solstice Infrastructure Fund LP

• Alderman Family Office LLC

• All opposing and co-counsel firms (Whitfield Baxter & Cohn LLP, Pruitt Halsey LLP, Kincaid & Moreau LLP, Abayomi Chambers, Cresswell & Greaves LLP, Theron Moss & Associates SARL)

• All third-party advisors and service providers (Alverton & Co. LLP, Duval Howard & Partners, Barrisford Advisory Group LLC, Sandoval Compliance Solutions LLC, Lodestar Ratings International, Veridian Credit Assessments Inc.)

• Key individuals (Marcus Ellingham, Deepa Rajaram, Alistair Forde, Elaine Prescott, David Stein)

No conflicts of interest were identified. No current or former client representations, adverse party representations, or business relationships were found that would require a waiver, consent, or declination of the engagement under the New York Rules of Professional Conduct or the firm's internal conflicts policies.

Conflict Clearance Memorandum Reference: See separate Conflict Check Memorandum dated April 14, 2025, attached hereto as Attachment B, prepared by the Office of the General Counsel, which sets forth the detailed results of the conflicts search and the basis for clearance.

Waivers Required: None. No waivers, consents, or ethical screens are required in connection with this engagement.

SECTION 12: KEY DATES AND TIMELINE

The following timeline reflects the anticipated schedule for the Offering as of the date of this form. All dates are subject to change based on market conditions, client direction, regulatory developments, and the progress of negotiations with the Initial Purchasers and their counsel.

SECTION 13: SCOPE OF REPRESENTATION / WORKSTREAMS

The scope of Calderwood & Harkness LLP's representation of the Issuers in connection with the Offering encompasses the following workstreams. The delineation of workstreams is intended to facilitate billing code assignment, staffing allocation, and project management. All workstreams are interrelated and will be coordinated under the overall supervision of Jennifer Kwon (Responsible Partner).

13.1 Core Transaction Documents

Calderwood & Harkness LLP will prepare, draft, negotiate, and finalize the following core transaction documents:

Indenture (9.375% Senior Secured Notes due 2032). The Indenture will govern the terms of the Notes and will be entered into among the Issuers, the Guarantors, Northgate Trust Company, N.A. (as Trustee and Collateral Agent), and Beacon Fiduciary Services LLC (as Paying Agent, Registrar, and Transfer Agent). The Indenture will be governed by New York law and will include, among other things, the following: (i) the terms of the Notes (interest, maturity, redemption, offers to purchase); (ii) covenants (including incurrence-based financial covenants, restricted payments, asset sales, liens, mergers and consolidations, affiliate transactions, and reporting); (iii) events of default and remedies; (iv) collateral and security provisions (referencing the multi-jurisdictional security documents); (v) provisions regarding the guarantees; (vi) OFAC/sanctions representations and covenants; and (vii) tax gross-up and additional amounts provisions.

Purchase Agreement with Initial Purchasers. Drafting and negotiation of the purchase agreement among the Issuers, the Guarantors, and the Initial Purchasers (acting through Ridgeline Capital Markets LLC as Representative), pursuant to which the Initial Purchasers will purchase the Notes from the Issuers at the issue price, net of the Initial Purchasers' discount. The Purchase Agreement will include customary representations and warranties (including OFAC/sanctions representations), conditions to closing, indemnification and contribution provisions, and lock-up restrictions.

Registration Rights Agreement. Drafting and negotiation of a registration rights agreement among the Issuers, the Guarantors, and the Initial Purchasers, providing for the obligation of the Issuers to file and cause to become effective an exchange offer registration statement or, in specified circumstances, a shelf registration statement with respect to the Notes, and providing for liquidated damages (additional interest) in the event of a registration default.

Collateral and Security Documents (Multi-Jurisdictional). Drafting, negotiation, and coordination of a comprehensive suite of collateral and security documents spanning five jurisdictions:

• United States / New York law: Security agreement, pledge agreement (equity interests in U.S. subsidiaries), deposit account control agreements, UCC-1 financing statements (Delaware Secretary of State filings), and intellectual property security agreement.

• Cayman Islands law: Share charge over equity interests in DEH subsidiaries held in the Cayman Islands; coordination with Kincaid & Moreau LLP.

• Nigerian law: Legal mortgage and fixed/floating charge over Nigerian assets, including interests in OML 47 and OML 63; consent of relevant Nigerian regulatory authorities; coordination with Abayomi Chambers.

• English law: Debenture and share charge relating to Dunmore Trading Ltd.; coordination with Cresswell & Greaves LLP.

• Senegalese law: Nantissement (pledge) and security interests over Senegalese assets, including interests under the Cayar Offshore Block PSC; coordination with Theron Moss & Associates SARL.

Intercreditor Agreement with Velthorn (ABL Agent). Drafting and negotiation of an intercreditor agreement among the Issuers, the Guarantors, Northgate Trust Company, N.A. (as Notes Collateral Agent), and Velthorn National Bank, N.A. (as ABL Agent and ABL Collateral Agent), delineating the relative priority of the ABL Facility liens and the Notes liens. The intercreditor agreement will address, among other things, ABL Priority Collateral (principally current assets, accounts receivable, and inventory), Notes Priority Collateral (principally fixed assets, equity interests, and real property interests), enforcement standstills, lien release mechanics, proceeds waterfalls, and DIP financing rights. Pruitt Halsey LLP (counsel to Velthorn) will be a primary negotiation counterparty.

Paying Agency Agreement with Beacon Fiduciary Services LLC. Drafting or review of the paying agency agreement pursuant to which Beacon Fiduciary Services LLC will be appointed as Paying Agent, Registrar, and Transfer Agent for the Notes.

First Supplemental Indenture (Form for Future Guarantor Joinder). Preparation of a form of supplemental indenture for use by future restricted subsidiaries that are required to become Guarantors under the Indenture, including form guarantee and joinder mechanics.

13.2 Offering Memorandum and Disclosure

Preliminary Offering Memorandum ("Red"). Preparation and drafting of the preliminary offering memorandum for distribution to prospective investors through the Initial Purchasers during the marketing period. The Red will include a description of the Company and its business, risk factors, use of proceeds, capitalization, selected financial data, management's discussion and analysis of financial condition and results of operations (if applicable), a description of the Notes (including redemption provisions, covenants, and events of default), description of security and collateral, description of other indebtedness, certain relationships and related party transactions, taxation, plan of distribution, transfer restrictions, notice to investors, and the consolidated financial statements of the Company (audited and interim unaudited).

Final Offering Memorandum. Finalization of the offering memorandum following pricing of the Notes, incorporating the final pricing terms, CUSIP/ISIN identifiers, and any revisions resulting from the due diligence process, road-show feedback, or updated information.

ESG / Sustainability Disclosure Section. Drafting of a standalone ESG and sustainability section of the OM, addressing the Company's environmental, social, and governance performance, metrics, and commitments, including its net-zero by 2050 commitment, greenhouse gas emissions data, safety and environmental compliance record, community engagement initiatives, and governance framework. Coordination with Barrisford Advisory Group LLC for data and verification. See Section 13.4 below.

Risk Factors (Sanctions/OFAC, ESG/Climate). Drafting of risk factors specific to (i) OFAC and sanctions compliance risks arising from the Company's Nigerian and Senegalese operations, including the risk that future sanctions designations could affect the Company's ability to conduct business in those jurisdictions; and (ii) ESG and climate-related risks, including transition risk, physical risk, regulatory risk (including potential carbon pricing and emissions regulations), and litigation risk associated with the Company's net-zero commitment and climate-related disclosures.

OM Backup Memorandum. Preparation of an internal backup memorandum documenting the factual basis and verification process for each material statement in the OM, including cross-references to due diligence materials, management representations, public filings, third-party reports, and expert opinions.

10b-5 Disclosure Letter (Negative Assurance). Delivery of a customary 10b-5 negative assurance letter (also known as a "10b-5 letter") from C&H to the Initial Purchasers, stating that, based upon the firm's participation in the preparation of the OM and the due diligence process, nothing has come to the attention of the firm that causes it to believe that the OM (as of its date and the closing date), as it relates to the Issuers, the Guarantors, and the Offering, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Scope and limitations of the letter to be negotiated with Whitfield Baxter & Cohn LLP.

Comfort Letter Coordination with Alverton & Co. LLP. Coordination with Alverton & Co. LLP regarding the preparation, scope, and delivery of: (i) the initial comfort letter (cold comfort letter) to the Initial Purchasers at or prior to the execution of the Purchase Agreement; and (ii) the bring-down comfort letter to the Initial Purchasers on the closing date. The comfort letters will address the financial statements and selected financial data included in the OM in accordance with AICPA professional standards (AU-C Section 920 and related guidance).

13.3 Sanctions / OFAC Compliance Workstream

OFAC Compliance Analysis for Nigerian and Senegalese Operations. Comprehensive analysis of OFAC and other U.S. sanctions regulations as they apply to the Company's operations in Nigeria (OML 47 and OML 63) and Senegal (Cayar Offshore Block). Analysis will address the Company's relationships with government-owned entities (including the Calderon Group (NNPC) and the Senegalese state oil company, Petrosen), as well as any persons or entities that may be subject to sanctions administered by OFAC, the U.S. Department of State, or the European Union.

Review and Analysis of Sandoval Compliance Solutions Screening Results. Review of the written screening report delivered by Sandoval Compliance Solutions LLC on April 25, 2025, encompassing all Dunmore entities, their directors, officers, senior employees, key counterparties, and business partners. Screening covers the OFAC Specially Designated Nationals and blocked Persons List (SDN List), the Sectoral Sanctions Identifications (SSI) List, the Consolidated Screening List, and other applicable sanctions lists. As of the date of this form, no adverse findings or hits have been identified.

Drafting of OFAC Covenants and Representations for Indenture and Purchase Agreement. Preparation of sanctions-related representations, warranties, and covenants for inclusion in the Indenture and the Purchase Agreement, including representations that neither the Issuers, the Guarantors, nor any of their directors, officers, or employees is a Sanctioned Person, and covenants that no proceeds of the Offering will be used, directly or indirectly, in violation of any applicable sanctions program.

Sanctions Risk-Factor Drafting for OM. Preparation of risk-factor language addressing the risks associated with operating in jurisdictions that are subject to heightened sanctions scrutiny, including the potential impact of future sanctions actions on the Company's business, financial condition, and results of operations.

Post-Closing Monitoring Protocol. Development and documentation of a recommended post-closing sanctions monitoring and compliance protocol for the Issuers and Guarantors, including periodic rescreening schedules, compliance training recommendations, and transaction monitoring procedures. This protocol will be delivered to the client in the form of a separate memorandum and is advisory in nature.

Side Letter — Sanctions Representations. If required by the Initial Purchasers or their counsel, preparation and negotiation of a side letter containing additional sanctions representations and undertakings by the Issuers and the Guarantors.

13.4 ESG Disclosure Workstream

ESG Disclosure Framework Analysis. Analysis of applicable ESG disclosure frameworks and standards, including the Sustainability Accounting Standards Board (SASB) Oil & Gas—Exploration & Production standard, the Task Force on Climate-related Financial Disclosures (TCFD) recommendations, and the International Sustainability Standards Board (ISSB) standards (IFRS S1 and S2), to determine the appropriate scope and content of the ESG disclosures in the OM.

ESG Data Verification. Cross-referencing and verification of ESG data and metrics provided by Barrisford Advisory Group LLC against the Company's internal records, public disclosures, and third-party data sources. Identification of any material discrepancies or gaps.

Greenwashing Liability Analysis. Analysis of potential civil liability under U.S. federal and state law arising from ESG-related disclosures in the OM, including the risk of claims under Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, state consumer protection statutes, and common law fraud. Assessment of the adequacy of cautionary language and safe-harbor protections.

Net-Zero Commitment Disclosure Review and Safe-Harbor Analysis. Review of the Company's net-zero by 2050 commitment and related climate disclosures for accuracy, consistency, and compliance with the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995 (to the extent applicable) and other protective measures. Preparation of meaningful cautionary language and identification of specific factors that could cause actual results to differ materially from projected outcomes.

13.5 Tax Workstream

Under the direction of Leonard Cross (Partner, Tax), the tax workstream will encompass the following:

U.S. Federal Income Tax Analysis (OID, Withholding, FATCA). Analysis of the U.S. federal income tax consequences of the Offering, including: (i) treatment of the 1.50% original issue discount on the Notes (accrual, amortization, and tax reporting obligations for holders); (ii) withholding tax obligations with respect to interest payments on the Notes held by non-U.S. persons; and (iii) compliance with the Foreign Account Tax Compliance Act (FATCA), including the Issuers' obligations with respect to FATCA withholding, reporting, and the pass-through payment rules.

Cayman Tax-Exempt Status Confirmation. Confirmation of DEH's tax-exempt status under Cayman Islands law, including review of the Company's tax undertaking from the Cayman Islands government and analysis of any implications for the tax gross-up provisions of the Indenture. Coordination with Kincaid & Moreau LLP as necessary.

Indenture Tax Gross-Up / Additional Amounts Provisions. Drafting and negotiation of the tax gross-up and additional amounts provisions of the Indenture, providing for the payment of additional amounts by the Issuers to holders of the Notes to the extent that withholding or deduction of taxes by the Issuers or the Guarantors in respect of payments on the Notes would result in net payments to holders being less than the amounts due under the Indenture. Analysis of applicable exceptions, including treaty-based reductions, back-up withholding, and FATCA withholding.

Withholding and Reporting Obligations Memorandum. Preparation of a comprehensive memorandum analyzing the Issuers' and the Paying Agent's withholding and reporting obligations with respect to interest payments on the Notes, including IRS Form W-8 and W-9 documentation requirements and the mechanics of withholding under Sections 1441, 1442, and 1471–1474 of the Internal Revenue Code.

13.6 Corporate Authorization and Closing

Board/Member Resolutions for Issuers and All Guarantor Subsidiaries. Preparation of resolutions of the board of directors (or equivalent governing body) of each Issuer and each Guarantor subsidiary authorizing the execution, delivery, and performance of the transaction documents. Resolutions will be prepared in forms appropriate to the jurisdiction and entity type of each entity (e.g., board resolutions for Delaware corporations and Cayman exempted companies, member resolutions for Delaware LLCs, résolutions du conseil d'administration for Senegalese S.A.).

CALDERWOOD & HARKNESS LLP
NEW MATTER OPENING FORM
Internal Form Reference: NMO-2025-04-47229
This form must be completed in its entirety and submitted to the Office of the General Counsel and the Finance Department prior to the commencement of any work on behalf of the client. No time entries may be recorded, no disbursements incurred, and no correspondence transmitted on behalf of or referencing the client until this form has been fully executed and the matter number activated in the firm's billing and conflicts management systems. Questions regarding completion of this form should be directed to the Office of the General Counsel at ext. 4-7200 or ogc@calderwoodharkness.com.
SECTION 1: MATTER IDENTIFICATION
Matter Number: 1016-00003
Date Opened: April 14, 2025
Opening Office: New York (425 Lexington Avenue, New York, NY 10017)
Practice Group: Capital Markets
Sub-Practice: High-Yield Debt / Structured Finance
Matter Type: Transactional — Securities Offering (Private Placement)
Matter Description (Short): Dunmore Energy Holdings Ltd. — $850,000,000 Senior Secured Notes Offering (Rule 144A / Regulation S)
Matter Description (Long):
Representation of Dunmore Energy Holdings Ltd., a Cayman Islands exempted company ("DEH" or the "Company"), and its wholly-owned subsidiary Dunmore upstream Finance Corp., a Delaware corporation ("DUFC" and, together with DEH, the "Issuers"), as co-issuers in connection with the offering (the "Offering") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs") and Regulation S under the Securities Act to non-U.S. persons outside the United States. The Notes will be guaranteed on a senior secured basis by certain of the Company's existing and future subsidiaries (the "Guarantors").
The scope of the engagement includes, but is not limited to, the drafting, negotiation, and finalization of the following: (i) the indenture governing the Notes (the "Indenture"); (ii) the offering memorandum (including the preliminary offering memorandum and the final offering memorandum) (collectively, the "Offering Memorandum" or "OM"); (iii) multi-jurisdictional security documents, including collateral agreements, security interests, share pledges, and mortgages across five jurisdictions (United States / New York, Cayman Islands, Nigeria, England & Wales, and Senegal); (iv) an intercreditor agreement with the administrative agent under the Company's existing asset-based lending revolving credit facility; (v) a registration rights agreement; (vi) a purchase agreement with the initial purchasers; and (vii) related ancillary documents, including officers' certificates, legal opinions, UCC filings, and closing documentation.
In addition to the core transactional workstreams, the engagement encompasses parallel workstreams relating to: (a) OFAC and sanctions compliance analysis, including screening of the Company's Nigerian and Senegalese operations and personnel through Sandoval Compliance Solutions LLC; (b) ESG and sustainability disclosure, including greenwashing liability analysis and coordination with Barrisford Advisory Group LLC; and (c) tax structuring, including analysis of original issue discount, withholding tax, FATCA compliance, and Cayman tax-exempt status, under the direction of Leonard Cross (Partner, Tax).
SECTION 2: CLIENT INFORMATION
Client Full Legal Name: Dunmore Energy Holdings Ltd.
Client Short Name / Billing Name: Dunmore; DEH
Client Entity Type: Exempted company incorporated with limited liability under the laws of the Cayman Islands
Jurisdiction of Organization: Cayman Islands
Cayman Registry No.: MC-384726
Registered Office: c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands
Principal Executive Offices: 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands
U.S. Office: 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056, United States
Primary Client Contact: Alistair Forde, General Counsel
Telephone: [to be confirmed upon opening]
Email: [to be confirmed upon opening]
Chief Executive Officer: Marcus Ellingham
Chief Financial Officer: Deepa Rajaram
Industry / SIC Code: Oil & Gas Exploration and Production (SIC 1311) / Midstream / Renewable Energy
Public / Private: Private. Dunmore Energy Holdings Ltd. is majority-owned by Harborview Capital Partners Fund VI, L.P., a Delaware limited partnership, which holds approximately 62.4% of the Company's outstanding equity interests. The Company does not have any class of securities registered under the Securities Exchange Act of 1934, as amended, and is not subject to the reporting obligations thereunder.
Existing Client: New Client. A review of the firm's client database and conflicts management system has confirmed that no prior matters exist for Dunmore Energy Holdings Ltd., Dunmore upstream Finance Corp., or any affiliated Dunmore entity in the Calderwood & Harkness LLP system. This is the first engagement for the Dunmore organization. Appropriate new-client intake procedures, including identity verification, anti-money laundering screening, and beneficial ownership certification, have been completed concurrently with the submission of this form.
SECTION 3: CO-CLIENT / CO-ISSUER INFORMATION
Co-Client Full Legal Name: Dunmore upstream Finance Corp.
Short Name: DUFC
Entity Type: Corporation organized and existing under the laws of the State of Delaware
Employer Identification Number (EIN): 93-4728106
Registered Agent: Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005
Principal Office: 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056, United States
Relationship to Client: DUFC is a wholly-owned subsidiary of Dunmore Energy Holdings Ltd. DUFC was formed solely for the purpose of serving as co-issuer of the Notes in order to facilitate compliance with applicable U.S. tax and securities law requirements. DUFC does not conduct any operations independent of its role as co-issuer and does not hold material assets other than an intercompany note payable by DEH. Both DEH and DUFC are treated as joint clients for purposes of this engagement, and the engagement letter has been executed on behalf of both entities by Alistair Forde in his capacity as General Counsel to DEH and as an authorized officer of DUFC.
Primary Contact: Alistair Forde, General Counsel (same as DEH). All communications regarding the engagement may be directed to Mr. Forde unless and until the firm is instructed otherwise by the client.
SECTION 4: RESPONSIBLE ATTORNEY AND STAFFING
The following attorneys have been assigned to this matter. Staffing is subject to adjustment based on workstream requirements and availability. Any changes to the Responsible Partner or Billing Partner must be approved by the Practice Group Leader and communicated to the Office of the General Counsel and Finance Department.
Responsible Partner: Jennifer Kwon
Practice Group: Capital Markets Office: New York (425 Lexington Avenue) Bar Admission: New York Role: Lead partner; overall responsibility for client relationship management, transaction strategy, review and supervision of all workstreams, and primary signatory on opinions and closing documents.
Billing Partner: Theodore Langston
Practice Group: Capital Markets Office: New York (425 Lexington Avenue) Bar Admission: New York Role: Billing partner of record. Mr. Langston will co-supervise the drafting of the indenture and purchase agreement and will have primary responsibility for intercreditor agreement negotiations with Pruitt Halsey LLP (counsel to Velthorn National Bank, N.A.).
Lead Associate: Eric Johannsen
Practice Group: Capital Markets Office: New York (425 Lexington Avenue) Bar Admission: New York Role: Day-to-day management of document production, drafting of indenture, purchase agreement, and registration rights agreement. Primary point of contact for associate-level communications with Whitfield Baxter & Cohn LLP (counsel to Initial Purchasers).
Working Associate: Claire Dempsey
Practice Group: Capital Markets Office: New York (425 Lexington Avenue) Bar Admission: New York Role: Drafting of offering memorandum, due diligence coordination, closing checklist management, and corporate authorization documentation. Responsible for OM backup memorandum.
Specialist Partner (Tax): Leonard Cross
Practice Group: Tax Office: New York (425 Lexington Avenue) Bar Admission: New York, District of Columbia Role: Lead on all tax workstreams, including U.S. federal income tax analysis (OID, withholding, FATCA), Cayman tax-exempt status confirmation, and drafting/review of indenture tax gross-up and additional amounts provisions. Responsible for preparation of tax memorandum and tax-related risk factor language in the OM.
Additional Attorneys Anticipated: No additional Calderwood & Harkness LLP attorneys are assigned at this time in non-U.S. jurisdictions. The firm does not maintain offices in the Cayman Islands, Nigeria, England & Wales, or Senegal. Local counsel coordination in those jurisdictions will be conducted through the external firms identified in Section 9 below. To the extent additional C&H attorneys are required (e.g., from the Litigation, Regulatory, or Environmental practice groups), staffing updates will be submitted to the Office of the General Counsel.
SECTION 5: BILLING ARRANGEMENTS
Fee Arrangement Type: Hourly (no fee cap). All professional services rendered in connection with this matter will be billed at the applicable standard hourly rates for each timekeeper, as set forth in the rate schedule below.
Engagement Letter Date: April 14, 2025
Engagement Letter Executed By (Client): Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd., executing on behalf of both DEH and DUFC
Engagement Letter Executed By (Firm): Jennifer Kwon, Partner, Calderwood & Harkness LLP
A fully executed copy of the engagement letter is attached hereto as Attachment A.
Rate Schedule:
The following hourly rates are effective as of the date of the engagement letter and remain in effect for the duration of the matter unless modified by written agreement between the firm and the client:
Rates for any additional timekeepers assigned to the matter will be communicated to the client in advance and will conform to the firm's standard rate schedule for the applicable class year and practice group, subject to any adjustments negotiated in the engagement letter.
Estimated Aggregate Fees: $3,200,000 – $3,800,000. This estimate is based on the anticipated scope of work as described in Section 13 below, including coordination with four external local counsel firms, the multi-jurisdictional nature of the security package, and the parallel OFAC/sanctions, ESG, and tax workstreams. The estimate assumes a transaction timeline consistent with Section 12 below and does not account for material scope changes, protracted negotiations, or regulatory complications. The estimate is provided for budgeting purposes only and does not constitute a cap or ceiling on fees.
Fee Cap: None. The engagement letter does not contain a fee cap, success fee, or alternative fee arrangement. All fees are on a straight hourly basis.
Billing Frequency: Monthly. Invoices will be prepared and transmitted on or about the 15th of each month for services rendered during the prior calendar month.
Special Billing Instructions: The following separate billing codes shall be established within the firm's billing system to enable workstream-level tracking and reporting, as specified in the engagement letter:
•  1016-00003-CM — Core Transaction / Capital Markets (indenture, purchase agreement, registration rights, closing)
•  1016-00003-SEC — Securities / Offering Memorandum and Disclosure
•  1016-00003-OFAC — Sanctions / OFAC Compliance Workstream
•  1016-00003-ESG — ESG Disclosure Workstream
•  1016-00003-TAX — Tax Workstream (Leonard Cross and supporting timekeepers)
•  1016-00003-DD — Due Diligence
•  1016-00003-OPN — Legal Opinions and Local Counsel Coordination
All timekeepers are instructed to record time entries using the applicable billing code. Reference should be made to the engagement letter (Attachment A) for complete billing instructions, including narrative format requirements and any client-specific billing guidelines.
Expense Reimbursement: All reasonable, documented out-of-pocket expenses incurred in connection with the engagement will be reimbursed by the client at cost, consistent with the terms set forth in the engagement letter. Reimbursable expenses include, without limitation, the following:
•  Travel expenses (airfare, hotel, ground transportation, meals) associated with the road-show, closing, and any in-person meetings with the client, Initial Purchasers, or rating agencies
•  Filing fees, including UCC filing fees, securities regulatory filing fees, and any applicable fees in non-U.S. jurisdictions
•  Third-party vendor costs, including charges of Sandoval Compliance Solutions LLC (OFAC/sanctions advisory) and Barrisford Advisory Group LLC (ESG advisory), which will be invoiced directly to Calderwood & Harkness LLP and billed through to the client as disbursements, unless the client elects to contract directly with such vendors
•  Document production, printing, and binding costs for the Offering Memorandum and closing sets
•  Courier, overnight delivery, and postage charges
•  EDGAR filing agent fees (if applicable for any voluntary filings)
•  Online research charges (Westmark Data Systems, Cascade Services Inc., Calderon Systems, and comparable platforms) to the extent not absorbed by the firm's standard overhead
SECTION 6: TRANSACTION SUMMARY
The following is a summary of the principal terms and structure of the Offering. This summary is provided for internal reference purposes and is based on the term sheet circulated to the Initial Purchasers as of the date of this form. Certain terms remain subject to final negotiation and pricing.
Transaction Type: Private placement of senior secured notes
Offering Exemption: Rule 144A under the Securities Act (to QIBs) and Regulation S under the Securities Act (to non-U.S. persons outside the United States). The Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except pursuant to an applicable exemption from registration.
Securities: 9.375% Senior Secured Notes due 2032 (the "Notes")
Issuers: Dunmore Energy Holdings Ltd. (as parent issuer) and Dunmore upstream Finance Corp. (as co-issuer)
Guarantors: The Notes will be guaranteed on a senior secured basis by each of the existing and future restricted subsidiaries of DEH that guarantee the ABL Revolving Credit Facility, as more fully described in Section 7 below.
Aggregate Principal Amount: $850,000,000
Issue Price: 98.50% of par (representing gross proceeds of $837,250,000 to the Issuers before deduction of the Initial Purchasers' discount and estimated offering expenses)
Original Issue discount ("OID"): 1.50% of the aggregate principal amount, or $12,750,000. The Notes will be treated as issued with OID for U.S. federal income tax purposes, with the consequences described in the tax workstream memorandum to be prepared by Leonard Cross (see Section 13.5).
Coupon / Interest Rate: 9.375% per annum, payable semi-annually in cash in arrears on May 1 and November 1 of each year, commencing November 1, 2025.
Maturity Date: May 1, 2032
CUSIP (Rule 144A): 265387 AA 5
CUSIP (Regulation S): C2085R AA 2
ISIN (Rule 144A): US265387AA51
ISIN (Regulation S): USC2085RAA24
Minimum Denomination: $2,000 principal amount and integral multiples of $1,000 in excess thereof
Governing Law: The Indenture and the Notes will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles of conflicts of law.
Preliminary Credit Ratings:
The ratings reflect preliminary assessments and are subject to change prior to pricing. A rating is not a recommendation to buy, sell, or hold the Notes.
Use of Proceeds:
The net proceeds from the Offering (after deduction of the Initial Purchasers' discount and estimated offering expenses) are expected to be applied as follows:
Gross Spread (Initial Purchasers): 2.00% of the aggregate principal amount at par, equal to $17,000,000, payable at closing by the Issuers to the Initial Purchasers pro rata in accordance with their respective allocation percentages as set forth in Section 7 below.
Total Estimated Offering Costs: $22,500,000, inclusive of the Initial Purchasers' discount ($17,000,000), legal fees and expenses (firm and local counsel), trustee and agent fees, rating agency fees, printing and distribution costs, sanctions screening fees, ESG advisory fees, and miscellaneous closing costs.
SECTION 7: COUNTERPARTIES AND OTHER PARTIES
7.1 Initial Purchasers
The Notes will be sold to the following initial purchasers (collectively, the "Initial Purchasers") pursuant to a purchase agreement (the "Purchase Agreement") to be executed on the date of pricing:
Ridgeline Capital Markets LLC will serve as the representative of the Initial Purchasers (the "Representative") for purposes of the Purchase Agreement and will have primary responsibility for coordinating the road-show, book-building, allocation, and pricing of the Notes.
7.2 Trustee and Agents
7.3 Existing Lender / ABL Agent
7.4 Equity Holders
The following table sets forth the principal equity holders of Dunmore Energy Holdings Ltd. as of the date of this form:
7.5 Guarantor Subsidiaries
The Notes will be guaranteed on a senior secured basis by the following subsidiaries of Dunmore Energy Holdings Ltd. (collectively, the "Guarantors"), each of which will execute a subsidiary guarantee under the Indenture and will grant security interests in its assets (or specified assets) in favor of the Collateral Agent:
1.  Dunmore Nigeria E&P Ltd. — Organized under the laws of Nigeria; registered with the Corporate Affairs Commission (CAC). Operator of Oil Mining Leases OML 47 and OML 63 in the Niger Delta region. Primary revenue-generating subsidiary.
2.  Dunmore Gulf Operations LLC — Delaware limited liability company. Holder of deepwater leases in the Gulf of Mexico; operator of producing properties in the Mississippi Canyon and Green Canyon areas pursuant to permits issued by the Bureau of Ocean Energy Management (BOEM) and the Bureau of Safety and Environmental Enforcement (BSEE).
3.  Dunmore Renewables LLC — Delaware limited liability company. Owner and operator of a 220 MW solar photovoltaic portfolio in West Texas (Permian Basin region), consisting of four operating solar facilities.
4.  Dunmore Senegal S.A. — Société anonyme organized under the laws of the Republic of Senegal. Operator of the Cayar Offshore Block pursuant to a production sharing contract (PSC) with the Government of Senegal. Phase II development capital expenditures are a designated use of proceeds from the Offering.
5.  Dunmore Midstream Holdings Inc. — Delaware corporation. Owner of pipeline gathering systems, natural gas processing plants, and related midstream infrastructure supporting the Company's upstream operations.
6.  Dunmore Trading Ltd. — Private limited company organized under the laws of England and Wales. The Company's offtake, commodity trading, and marketing arm, responsible for the physical and financial sale of crude oil, natural gas, and refined products.
SECTION 8: OPPOSING / OTHER COUNSEL
The following law firms represent counterparties or other participants in the transaction. Calderwood & Harkness LLP does not represent these parties, and each such firm has been included in the firm's conflict check.
Communications with opposing counsel should be coordinated through Jennifer Kwon (Partner) and Eric Johannsen (Lead Associate). No substantive discussions or document exchanges should occur with opposing or other counsel without the prior knowledge and authorization of the Responsible Partner.
SECTION 9: LOCAL COUNSEL (MULTI-JURISDICTIONAL)
Given the multi-jurisdictional nature of the collateral package and the operating locations of the Guarantors, the following external local counsel firms have been engaged or are expected to be engaged to provide jurisdiction-specific legal advice, opinions, and assistance with the perfection and enforcement of security interests:
All local counsel firms will be engaged pursuant to separate engagement letters entered into directly between such firms and Dunmore Energy Holdings Ltd., unless otherwise directed by the client. Calderwood & Harkness LLP will serve as coordinating counsel and will be responsible for the review and integration of local counsel work product into the overall transaction documentation. A privilege and work-product protocol memorandum governing communications among all counsel has been prepared and is attached hereto as Attachment D.
SECTION 10: OTHER THIRD-PARTY ADVISORS AND SERVICE PROVIDERS
The following third-party advisors and service providers are expected to participate in or provide services in connection with the Offering:
Fees payable to Sandoval Compliance Solutions LLC and Barrisford Advisory Group LLC will be invoiced to Calderwood & Harkness LLP and billed through to the client as disbursements, unless the client elects to contract with and pay such vendors directly. Fees payable to Alverton & Co. LLP, Duval Howard & Partners, Lodestar Ratings International, and Veridian Credit Assessments Inc. are expected to be contracted and paid directly by the client.
SECTION 11: CONFLICT CHECK STATUS
Conflict Check Initiated: April 14, 2025
Conflict Check Completed: April 14, 2025
Conflicts Cleared: Yes
A comprehensive conflict check has been conducted through the firm's conflicts management system (ConflictsPlus™) and supplemented by manual review by the Office of the General Counsel. The following parties were searched:
•  Dunmore Energy Holdings Ltd. and all known affiliates (including DUFC and each Guarantor subsidiary listed in Section 7.5)
•  Ridgeline Capital Markets LLC
•  Clarion Securities Inc.
•  Pinnacle Partners LLC
•  Northgate Trust Company, N.A.
•  Beacon Fiduciary Services LLC
•  Velthorn National Bank, N.A.
•  Harborview Capital Partners Fund VI, L.P. (and Harborview Capital Partners and affiliated funds, to the extent identifiable)
•  Solstice Infrastructure Fund LP
•  Alderman Family Office LLC
•  All opposing and co-counsel firms (Whitfield Baxter & Cohn LLP, Pruitt Halsey LLP, Kincaid & Moreau LLP, Abayomi Chambers, Cresswell & Greaves LLP, Theron Moss & Associates SARL)
•  All third-party advisors and service providers (Alverton & Co. LLP, Duval Howard & Partners, Barrisford Advisory Group LLC, Sandoval Compliance Solutions LLC, Lodestar Ratings International, Veridian Credit Assessments Inc.)
•  Key individuals (Marcus Ellingham, Deepa Rajaram, Alistair Forde, Elaine Prescott, David Stein)
No conflicts of interest were identified. No current or former client representations, adverse party representations, or business relationships were found that would require a waiver, consent, or declination of the engagement under the New York Rules of Professional Conduct or the firm's internal conflicts policies.
Conflict Clearance Memorandum Reference: See separate Conflict Check Memorandum dated April 14, 2025, attached hereto as Attachment B, prepared by the Office of the General Counsel, which sets forth the detailed results of the conflicts search and the basis for clearance.
Waivers Required: None. No waivers, consents, or ethical screens are required in connection with this engagement.
SECTION 12: KEY DATES AND TIMELINE
The following timeline reflects the anticipated schedule for the Offering as of the date of this form. All dates are subject to change based on market conditions, client direction, regulatory developments, and the progress of negotiations with the Initial Purchasers and their counsel.
SECTION 13: SCOPE OF REPRESENTATION / WORKSTREAMS
The scope of Calderwood & Harkness LLP's representation of the Issuers in connection with the Offering encompasses the following workstreams. The delineation of workstreams is intended to facilitate billing code assignment, staffing allocation, and project management. All workstreams are interrelated and will be coordinated under the overall supervision of Jennifer Kwon (Responsible Partner).
13.1 Core Transaction Documents
Calderwood & Harkness LLP will prepare, draft, negotiate, and finalize the following core transaction documents:
Indenture (9.375% Senior Secured Notes due 2032). The Indenture will govern the terms of the Notes and will be entered into among the Issuers, the Guarantors, Northgate Trust Company, N.A. (as Trustee and Collateral Agent), and Beacon Fiduciary Services LLC (as Paying Agent, Registrar, and Transfer Agent). The Indenture will be governed by New York law and will include, among other things, the following: (i) the terms of the Notes (interest, maturity, redemption, offers to purchase); (ii) covenants (including incurrence-based financial covenants, restricted payments, asset sales, liens, mergers and consolidations, affiliate transactions, and reporting); (iii) events of default and remedies; (iv) collateral and security provisions (referencing the multi-jurisdictional security documents); (v) provisions regarding the guarantees; (vi) OFAC/sanctions representations and covenants; and (vii) tax gross-up and additional amounts provisions.
Purchase Agreement with Initial Purchasers. Drafting and negotiation of the purchase agreement among the Issuers, the Guarantors, and the Initial Purchasers (acting through Ridgeline Capital Markets LLC as Representative), pursuant to which the Initial Purchasers will purchase the Notes from the Issuers at the issue price, net of the Initial Purchasers' discount. The Purchase Agreement will include customary representations and warranties (including OFAC/sanctions representations), conditions to closing, indemnification and contribution provisions, and lock-up restrictions.
Registration Rights Agreement. Drafting and negotiation of a registration rights agreement among the Issuers, the Guarantors, and the Initial Purchasers, providing for the obligation of the Issuers to file and cause to become effective an exchange offer registration statement or, in specified circumstances, a shelf registration statement with respect to the Notes, and providing for liquidated damages (additional interest) in the event of a registration default.
Collateral and Security Documents (Multi-Jurisdictional). Drafting, negotiation, and coordination of a comprehensive suite of collateral and security documents spanning five jurisdictions:
•  United States / New York law: Security agreement, pledge agreement (equity interests in U.S. subsidiaries), deposit account control agreements, UCC-1 financing statements (Delaware Secretary of State filings), and intellectual property security agreement.
•  Cayman Islands law: Share charge over equity interests in DEH subsidiaries held in the Cayman Islands; coordination with Kincaid & Moreau LLP.
•  Nigerian law: Legal mortgage and fixed/floating charge over Nigerian assets, including interests in OML 47 and OML 63; consent of relevant Nigerian regulatory authorities; coordination with Abayomi Chambers.
•  English law: Debenture and share charge relating to Dunmore Trading Ltd.; coordination with Cresswell & Greaves LLP.
•  Senegalese law: Nantissement (pledge) and security interests over Senegalese assets, including interests under the Cayar Offshore Block PSC; coordination with Theron Moss & Associates SARL.
Intercreditor Agreement with Velthorn (ABL Agent). Drafting and negotiation of an intercreditor agreement among the Issuers, the Guarantors, Northgate Trust Company, N.A. (as Notes Collateral Agent), and Velthorn National Bank, N.A. (as ABL Agent and ABL Collateral Agent), delineating the relative priority of the ABL Facility liens and the Notes liens. The intercreditor agreement will address, among other things, ABL Priority Collateral (principally current assets, accounts receivable, and inventory), Notes Priority Collateral (principally fixed assets, equity interests, and real property interests), enforcement standstills, lien release mechanics, proceeds waterfalls, and DIP financing rights. Pruitt Halsey LLP (counsel to Velthorn) will be a primary negotiation counterparty.
Paying Agency Agreement with Beacon Fiduciary Services LLC. Drafting or review of the paying agency agreement pursuant to which Beacon Fiduciary Services LLC will be appointed as Paying Agent, Registrar, and Transfer Agent for the Notes.
First Supplemental Indenture (Form for Future Guarantor Joinder). Preparation of a form of supplemental indenture for use by future restricted subsidiaries that are required to become Guarantors under the Indenture, including form guarantee and joinder mechanics.
13.2 Offering Memorandum and Disclosure
Preliminary Offering Memorandum ("Red"). Preparation and drafting of the preliminary offering memorandum for distribution to prospective investors through the Initial Purchasers during the marketing period. The Red will include a description of the Company and its business, risk factors, use of proceeds, capitalization, selected financial data, management's discussion and analysis of financial condition and results of operations (if applicable), a description of the Notes (including redemption provisions, covenants, and events of default), description of security and collateral, description of other indebtedness, certain relationships and related party transactions, taxation, plan of distribution, transfer restrictions, notice to investors, and the consolidated financial statements of the Company (audited and interim unaudited).
Final Offering Memorandum. Finalization of the offering memorandum following pricing of the Notes, incorporating the final pricing terms, CUSIP/ISIN identifiers, and any revisions resulting from the due diligence process, road-show feedback, or updated information.
ESG / Sustainability Disclosure Section. Drafting of a standalone ESG and sustainability section of the OM, addressing the Company's environmental, social, and governance performance, metrics, and commitments, including its net-zero by 2050 commitment, greenhouse gas emissions data, safety and environmental compliance record, community engagement initiatives, and governance framework. Coordination with Barrisford Advisory Group LLC for data and verification. See Section 13.4 below.
Risk Factors (Sanctions/OFAC, ESG/Climate). Drafting of risk factors specific to (i) OFAC and sanctions compliance risks arising from the Company's Nigerian and Senegalese operations, including the risk that future sanctions designations could affect the Company's ability to conduct business in those jurisdictions; and (ii) ESG and climate-related risks, including transition risk, physical risk, regulatory risk (including potential carbon pricing and emissions regulations), and litigation risk associated with the Company's net-zero commitment and climate-related disclosures.
OM Backup Memorandum. Preparation of an internal backup memorandum documenting the factual basis and verification process for each material statement in the OM, including cross-references to due diligence materials, management representations, public filings, third-party reports, and expert opinions.
10b-5 Disclosure Letter (Negative Assurance). Delivery of a customary 10b-5 negative assurance letter (also known as a "10b-5 letter") from C&H to the Initial Purchasers, stating that, based upon the firm's participation in the preparation of the OM and the due diligence process, nothing has come to the attention of the firm that causes it to believe that the OM (as of its date and the closing date), as it relates to the Issuers, the Guarantors, and the Offering, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Scope and limitations of the letter to be negotiated with Whitfield Baxter & Cohn LLP.
Comfort Letter Coordination with Alverton & Co. LLP. Coordination with Alverton & Co. LLP regarding the preparation, scope, and delivery of: (i) the initial comfort letter (cold comfort letter) to the Initial Purchasers at or prior to the execution of the Purchase Agreement; and (ii) the bring-down comfort letter to the Initial Purchasers on the closing date. The comfort letters will address the financial statements and selected financial data included in the OM in accordance with AICPA professional standards (AU-C Section 920 and related guidance).
13.3 Sanctions / OFAC Compliance Workstream
OFAC Compliance Analysis for Nigerian and Senegalese Operations. Comprehensive analysis of OFAC and other U.S. sanctions regulations as they apply to the Company's operations in Nigeria (OML 47 and OML 63) and Senegal (Cayar Offshore Block). Analysis will address the Company's relationships with government-owned entities (including the Calderon Group (NNPC) and the Senegalese state oil company, Petrosen), as well as any persons or entities that may be subject to sanctions administered by OFAC, the U.S. Department of State, or the European Union.
Review and Analysis of Sandoval Compliance Solutions Screening Results. Review of the written screening report delivered by Sandoval Compliance Solutions LLC on April 25, 2025, encompassing all Dunmore entities, their directors, officers, senior employees, key counterparties, and business partners. Screening covers the OFAC Specially Designated Nationals and blocked Persons List (SDN List), the Sectoral Sanctions Identifications (SSI) List, the Consolidated Screening List, and other applicable sanctions lists. As of the date of this form, no adverse findings or hits have been identified.
Drafting of OFAC Covenants and Representations for Indenture and Purchase Agreement. Preparation of sanctions-related representations, warranties, and covenants for inclusion in the Indenture and the Purchase Agreement, including representations that neither the Issuers, the Guarantors, nor any of their directors, officers, or employees is a Sanctioned Person, and covenants that no proceeds of the Offering will be used, directly or indirectly, in violation of any applicable sanctions program.
Sanctions Risk-Factor Drafting for OM. Preparation of risk-factor language addressing the risks associated with operating in jurisdictions that are subject to heightened sanctions scrutiny, including the potential impact of future sanctions actions on the Company's business, financial condition, and results of operations.
Post-Closing Monitoring Protocol. Development and documentation of a recommended post-closing sanctions monitoring and compliance protocol for the Issuers and Guarantors, including periodic rescreening schedules, compliance training recommendations, and transaction monitoring procedures. This protocol will be delivered to the client in the form of a separate memorandum and is advisory in nature.
Side Letter — Sanctions Representations. If required by the Initial Purchasers or their counsel, preparation and negotiation of a side letter containing additional sanctions representations and undertakings by the Issuers and the Guarantors.
13.4 ESG Disclosure Workstream
ESG Disclosure Framework Analysis. Analysis of applicable ESG disclosure frameworks and standards, including the Sustainability Accounting Standards Board (SASB) Oil & Gas—Exploration & Production standard, the Task Force on Climate-related Financial Disclosures (TCFD) recommendations, and the International Sustainability Standards Board (ISSB) standards (IFRS S1 and S2), to determine the appropriate scope and content of the ESG disclosures in the OM.
ESG Data Verification. Cross-referencing and verification of ESG data and metrics provided by Barrisford Advisory Group LLC against the Company's internal records, public disclosures, and third-party data sources. Identification of any material discrepancies or gaps.
Greenwashing Liability Analysis. Analysis of potential civil liability under U.S. federal and state law arising from ESG-related disclosures in the OM, including the risk of claims under Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, state consumer protection statutes, and common law fraud. Assessment of the adequacy of cautionary language and safe-harbor protections.
Net-Zero Commitment Disclosure Review and Safe-Harbor Analysis. Review of the Company's net-zero by 2050 commitment and related climate disclosures for accuracy, consistency, and compliance with the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995 (to the extent applicable) and other protective measures. Preparation of meaningful cautionary language and identification of specific factors that could cause actual results to differ materially from projected outcomes.
13.5 Tax Workstream
Under the direction of Leonard Cross (Partner, Tax), the tax workstream will encompass the following:
U.S. Federal Income Tax Analysis (OID, Withholding, FATCA). Analysis of the U.S. federal income tax consequences of the Offering, including: (i) treatment of the 1.50% original issue discount on the Notes (accrual, amortization, and tax reporting obligations for holders); (ii) withholding tax obligations with respect to interest payments on the Notes held by non-U.S. persons; and (iii) compliance with the Foreign Account Tax Compliance Act (FATCA), including the Issuers' obligations with respect to FATCA withholding, reporting, and the pass-through payment rules.
Cayman Tax-Exempt Status Confirmation. Confirmation of DEH's tax-exempt status under Cayman Islands law, including review of the Company's tax undertaking from the Cayman Islands government and analysis of any implications for the tax gross-up provisions of the Indenture. Coordination with Kincaid & Moreau LLP as necessary.
Indenture Tax Gross-Up / Additional Amounts Provisions. Drafting and negotiation of the tax gross-up and additional amounts provisions of the Indenture, providing for the payment of additional amounts by the Issuers to holders of the Notes to the extent that withholding or deduction of taxes by the Issuers or the Guarantors in respect of payments on the Notes would result in net payments to holders being less than the amounts due under the Indenture. Analysis of applicable exceptions, including treaty-based reductions, back-up withholding, and FATCA withholding.
Withholding and Reporting Obligations Memorandum. Preparation of a comprehensive memorandum analyzing the Issuers' and the Paying Agent's withholding and reporting obligations with respect to interest payments on the Notes, including IRS Form W-8 and W-9 documentation requirements and the mechanics of withholding under Sections 1441, 1442, and 1471–1474 of the Internal Revenue Code.
13.6 Corporate Authorization and Closing
Board/Member Resolutions for Issuers and All Guarantor Subsidiaries. Preparation of resolutions of the board of directors (or equivalent governing body) of each Issuer and each Guarantor subsidiary authorizing the execution, delivery, and performance of the transaction documents. Resolutions will be prepared in forms appropriate to the jurisdiction and entity type of each entity (e.g., board resolutions for Delaware corporations and Cayman exempted companies, member resolutions for Delaware LLCs, résolutions du conseil d'administration for Senegalese S.A.).
Officers' Certificates, Secretary's/Director's Certificates, Incumbency Certificates. Preparation of all closing certificates to be delivered by the Issuers and the Guarantors at closing, including officers' certificates (certifying the accuracy of representations and warranties and compliance with conditions to closing), secretary's or director's certificates (certifying resolutions, organizational documents, and incumbency of officers), and incumbency certificates.
Closing Checklist, Closing Memorandum, Funds Flow. Preparation and maintenance of a comprehensive closing checklist tracking all documents, deliverables, and conditions to closing. Preparation of a closing memorandum and funds flow memorandum detailing the allocation of proceeds at closing, including payment of the Initial Purchasers' discount, payoff of $450,000,000 of existing 2028 Notes, and disbursement of remaining proceeds.
UCC-1 Financing Statements (Delaware). Preparation and filing of UCC-1 financing statements with the Delaware Secretary of State to perfect security interests in the personal property of the U.S.-organized Issuers and Guarantors in favor of the Collateral Agent.
ABL Lender Consent / Velthorn Acknowledgment. Negotiation and documentation of the consent of Velthorn National Bank, N.A. (as ABL Agent) to the incurrence of the Notes debt and the grant of liens securing the Notes, to the extent required under the ABL Facility credit agreement. Coordination with Pruitt Halsey LLP.
Payoff Letter for Partial Repayment of Existing 2028 Notes. Coordination of the payoff letter from the trustee under the existing 7.50% Senior Unsecured Notes due 2028, confirming the payoff amount, wire instructions, and lien release mechanics in connection with the partial repayment of $450,000,000 of such notes from the proceeds of the Offering.
DTC Eligibility; Cross-Receipt. Confirmation of the eligibility of the Notes for book-entry settlement through The Depository Trust Company (DTC) (Rule 144A Notes) and through Thackeray Partners LLC and Ashgrove Enterprises (Regulation S Notes). Preparation of cross-receipt for exchange of funds and Notes at closing.
13.7 Due Diligence
Master Due Diligence Request List. Preparation and delivery of a comprehensive due diligence request list to the client and its advisors, covering corporate and organizational documents, material contracts, regulatory licenses and permits, litigation, tax, insurance, environmental, real property, intellectual property, employee matters, and related categories.
Corporate/Organizational Due Diligence Memorandum. Preparation of a memorandum summarizing the corporate and organizational structure of the Dunmore group, including formation documents, good standing/active status, ownership chains, and jurisdictional compliance.
Regulatory/Licensing Memorandum. Preparation of a memorandum analyzing the regulatory and licensing framework applicable to the Company's operations, including: (i) Nigerian regulatory regime (Nigerian upstream Petroleum Regulatory Commission (formerly DPR), NNPC, and applicable provisions of the Petroleum Industry Act); (ii) Senegalese regulatory regime (production sharing contract terms, Petrosen participation rights, and applicable permits); and (iii) U.S. regulatory regime (BOEM and BSEE permits for Gulf of Mexico operations, state regulatory matters for Texas solar operations).
Litigation Memorandum. Preparation of a memorandum summarizing all pending and threatened litigation, arbitration, governmental proceedings, and regulatory investigations involving the Issuers and the Guarantors, with an assessment of materiality and required disclosure in the OM.
Material Contracts Memorandum. Preparation of a memorandum summarizing the material contracts of the Dunmore group, including production sharing contracts, joint operating agreements, offtake agreements, pipeline transportation agreements, power purchase agreements (solar portfolio), insurance policies, and management agreements, with an analysis of change-of-control, assignment, and consent provisions.
13.8 Legal Opinions
Calderwood & Harkness LLP Opinions. C&H will prepare and deliver the following legal opinions at closing:
•  New York law enforceability opinion: Opinion that the Indenture, the Notes, the Purchase Agreement, and other New York law-governed transaction documents constitute valid, binding, and enforceable obligations of the Issuers and the U.S. Guarantors, subject to customary qualifications and assumptions.
•  Corporate authorization opinion (DUFC and U.S. Guarantors): Opinion that DUFC (as co-issuer) and each U.S.-organized Guarantor has been duly organized, is validly existing, and has the corporate or limited liability company power and authority to execute, deliver, and perform its obligations under the transaction documents, and that all necessary corporate or member action has been taken to authorize such execution, delivery, and performance.
•  Securities law / no-registration opinion: Opinion that, assuming the accuracy of the representations and warranties of the Issuers and the Initial Purchasers in the Purchase Agreement, the offer and sale of the Notes in the manner contemplated by the Purchase Agreement and the Offering Memorandum are exempt from the registration requirements of the Securities Act.
Tax Memorandum. Leonard Cross will prepare a tax memorandum (or, if required by the Initial Purchasers, a tax opinion) addressing the principal U.S. federal income tax consequences of the Offering and the ownership and disposition of the Notes, for inclusion or reference in the OM.
Coordination/Review of Local Counsel Opinions. C&H will coordinate with and review the legal opinions to be delivered by local counsel at closing, including:
•  Kincaid & Moreau LLP (Cayman Islands): Cayman law corporate opinion (due incorporation, valid existence, corporate power and authority of DEH); enforceability of Cayman law-governed security documents; tax-exempt status confirmation.
•  Abayomi Chambers (Nigeria): Nigerian law opinion regarding the enforceability of Nigerian law security interests, regulatory compliance, and the validity of the guarantee by Dunmore Nigeria E&P Ltd.
•  Cresswell & Greaves LLP (England & Wales): English law opinion regarding the enforceability of the debenture and share charge granted by Dunmore Trading Ltd., and the validity of the English law guarantee.
•  Theron Moss & Associates SARL (Senegal): Senegalese law opinion regarding the enforceability of security interests under Senegalese law, regulatory compliance, and PSC-related matters.
Review of Northgate Trust In-House Counsel Opinion. Review of the opinion to be delivered by in-house counsel to Northgate Trust Company, N.A. regarding the due authorization and valid execution of the Indenture and related documents by Northgate Trust in its capacity as Trustee and Collateral Agent.
SECTION 14: SPECIAL CONSIDERATIONS AND RISK NOTES
The following special considerations and risk factors have been identified in connection with this engagement and should be noted by all attorneys staffed on the matter. These considerations inform the scope and structure of the workstreams described in Section 13 and may require heightened attention during the course of the representation.
Multi-Jurisdictional Security Interests. The collateral package securing the Notes spans five separate legal jurisdictions: the United States (New York law and Delaware filings), the Cayman Islands, the Federal Republic of Nigeria, England and Wales, and the Republic of Senegal. This multi-jurisdictional structure requires the coordination of four external local counsel firms (Kincaid & Moreau LLP, Abayomi Chambers, Cresswell & Greaves LLP, and Theron Moss & Associates SARL), each of which will prepare jurisdiction-specific security documents and deliver local law opinions. The perfection requirements, enforcement mechanisms, priority rules, and registration procedures differ materially across these jurisdictions. A privilege and work-product protocol memorandum governing communications among all counsel has been established and is attached hereto as Attachment D. Jennifer Kwon and Eric Johannsen will serve as the primary points of coordination with local counsel.
OFAC / Sanctions Risk. Dunmore Energy Holdings Ltd. operates in two jurisdictions — Nigeria and Senegal — that have historically been the subject of heightened scrutiny under U.S. sanctions programs administered by the Office of Foreign Assets Control (OFAC). Although neither Nigeria nor Senegal is currently a comprehensively sanctioned jurisdiction under U.S. law, the Company's operations involve interactions with government-owned entities (including NNPC and Petrosen) and with individuals and entities that require careful screening against applicable sanctions lists. Sandoval Compliance Solutions LLC has been engaged as an independent external sanctions advisory firm to conduct comprehensive screening of all Dunmore entities, directors, officers, senior employees, counterparties, and business partners. The screening was completed on April 25, 2025, and no adverse findings or hits were identified. Notwithstanding the clean screening results, the Indenture and the Purchase Agreement will include robust sanctions-related representations, warranties, and covenants, and the OM will include sanctions-specific risk factors. A post-closing monitoring protocol will be recommended to the client.
ESG / Greenwashing Risk. The Offering Memorandum will include a standalone ESG and sustainability section as well as ESG-specific risk factors. The Company has publicly committed to achieving net-zero greenhouse gas emissions by 2050, and the OM will reference this commitment along with specific ESG metrics and performance data provided by Barrisford Advisory Group LLC. Given the current regulatory and litigation landscape surrounding ESG disclosures in the United States — including enforcement actions by the Securities and Exchange Commission and private litigation challenging the accuracy of climate-related commitments — a thorough greenwashing liability analysis is warranted. C&H will analyze the Company's ESG disclosures for accuracy and consistency, assess the adequacy of cautionary language and safe-harbor protections, and advise the client on the risks associated with forward-looking ESG statements.
Intercreditor Complexity. The Issuers maintain a $750,000,000 asset-based lending revolving credit facility (the "ABL Facility") with Velthorn National Bank, N.A. serving as administrative agent and collateral agent, of which approximately $470,000,000 is currently drawn. The ABL Facility and the Notes will be secured by overlapping collateral, necessitating the negotiation and execution of an intercreditor agreement to delineate the relative priority of the ABL Facility liens and the Notes liens. Under the anticipated structure, the ABL Facility will have first-priority liens on ABL Priority Collateral (principally accounts receivable, inventory, deposit accounts, and other current assets), while the Notes will have first-priority liens on Notes Priority Collateral (principally fixed assets, real property interests, equity interests in subsidiaries, and intellectual property). The intercreditor agreement will also address enforcement standstill periods, lien release mechanics, proceeds waterfalls, casualty/condemnation payments, and debtor-in-possession financing rights in the event of a bankruptcy filing. Pruitt Halsey LLP, counsel to Velthorn, is expected to take an active role in the negotiation of these provisions, and Theodore Langston will lead the intercreditor agreement workstream for C&H.
Tax Structuring. The use of a Cayman Islands exempted company (DEH) as the primary issuer, with a Delaware corporation (DUFC) as co-issuer, raises a number of complex U.S. federal income tax issues. These include: (i) the treatment of the 1.50% original issue discount on the Notes, including accrual and amortization obligations for U.S. and non-U.S. holders; (ii) withholding tax obligations with respect to interest payments on the Notes made by a non-U.S. issuer (or a U.S. co-issuer) to non-U.S. holders, and the interaction with applicable tax treaties; (iii) compliance with the Foreign Account Tax Compliance Act (FATCA), including the Issuers' obligations as participating or non-participating foreign financial institutions (or as non-financial foreign entities); and (iv) the tax gross-up and additional amounts provisions of the Indenture, which will require the Issuers to "gross up" payments on the Notes if withholding or deduction of taxes is required, subject to customary exceptions. Leonard Cross (Partner, Tax) has been assigned as the specialist partner responsible for all tax workstreams.
Existing Debt. Prior to the Offering, the Company's consolidated total debt is approximately $1,320,000,000, consisting of (i) $470,000,000 drawn under the ABL Facility and (ii) $850,000,000 in aggregate principal amount of outstanding 7.50% Senior Unsecured Notes due 2028. Following the Offering and the application of proceeds (including the partial repayment of $450,000,000 of the existing 2028 Notes), the Company's pro forma consolidated total debt is expected to be approximately $1,720,000,000. Based on the Company's trailing twelve-month adjusted EBITDA of approximately $815,000,000 (as reported in the Company's most recent annual financial statements), the pro forma gross leverage ratio is approximately 2.11x. The Company's capital structure and leverage profile are relevant to the rating agencies' credit assessment and to the risk factor disclosures in the OM.
Private Equity Sponsor. Harborview Capital Partners Fund VI, L.P. holds approximately 62.4% of the Company's outstanding equity interests and is the controlling shareholder. Elaine Prescott (Managing Director) and David Stein (Partner) at Harborview are expected to be actively involved in the negotiation of key indenture terms, including covenant flexibility (particularly with respect to restricted payments, permitted investments, and the builder basket), change of control provisions, and any limitations on the ability of the Company to make distributions to equity holders. The OM will include disclosure regarding the Company's relationship with Harborview, potential conflicts of interest, and the risks associated with concentrated ownership.
SECTION 15: APPROVALS AND SIGNATURES
This New Matter Opening Form has been reviewed and is submitted for approval by the responsible attorneys, practice group leadership, the Office of the General Counsel, and the Finance Department. The signatures below confirm that all information set forth herein is accurate and complete to the best knowledge of the signatories, that the conflict check has been completed and cleared, that an engagement letter has been duly executed, and that the matter is approved for opening in the firm's billing and matter management systems.
Responsible Partner Approval
I have reviewed this New Matter Opening Form and confirm that the information set forth herein is accurate and complete. I accept responsibility for the management of this matter and the supervision of all attorneys assigned thereto.
JENNIFER KWON Partner — Capital Markets Calderwood & Harkness LLP
Signature: ________
Date: ________
Billing Partner Approval
I have reviewed this New Matter Opening Form and the associated engagement letter and rate schedule. I confirm that the billing arrangements are consistent with firm policies and have been approved by the client.
THEODORE LANGSTON Partner — Capital Markets Calderwood & Harkness LLP
Signature: ________
Date: ________
Practice Group Leader Approval
I have reviewed this New Matter Opening Form and approve the opening of this matter within the Capital Markets practice group. I have satisfied myself that the staffing, scope, and fee arrangements are appropriate and consistent with practice group standards.
PRACTICE GROUP LEADER — CAPITAL MARKETS
Signature: ________
Name (Print): ________
Title: ________
Date: ________
General Counsel / Conflicts Committee Clearance
I confirm that a comprehensive conflict check has been completed in accordance with firm policies and the New York Rules of Professional Conduct, that all parties identified in this form have been screened, and that no conflicts of interest exist that would prevent the firm from undertaking this engagement. The Conflict Check Memorandum dated April 14, 2025 (Attachment B) documents the results of the conflicts analysis.
OFFICE OF THE GENERAL COUNSEL — CONFLICTS COMMITTEE
Signature: ________
Name (Print): ________
Title: ________
Date: ________
Finance Department Acknowledgment
I confirm that the matter number 1016-00003 has been opened in the firm's billing system, that the rate schedule and billing codes have been entered, and that the matter is active for time entry and disbursement recording.
FINANCE DEPARTMENT
Signature: ________
Name (Print): ________
Title: ________
Date: ________
SECTION 16: ATTACHMENTS AND CROSS-REFERENCES
The following documents are attached hereto or incorporated herein by reference and form part of the complete matter opening file for Matter No. 1016-00003:
Attachment A: Executed Engagement Letter dated April 14, 2025, between Calderwood & Harkness LLP and Dunmore Energy Holdings Ltd. (on behalf of DEH and DUFC), executed by Alistair Forde (General Counsel, DEH) and Jennifer Kwon (Partner, C&H).
Attachment B: Conflict Check Memorandum dated April 14, 2025, prepared by the Office of the General Counsel, setting forth the detailed results of the comprehensive conflicts search and the basis for clearance.
Attachment C: Staffing Memorandum with Rate Schedule, detailing the assigned timekeepers, their roles, applicable hourly rates, and anticipated time allocation across workstreams.
Attachment D: Privilege and Work-Product Protocol Memorandum, establishing protocols for the handling of privileged and work-product-protected communications among Calderwood & Harkness LLP, the four external local counsel firms (Kincaid & Moreau LLP, Abayomi Chambers, Cresswell & Greaves LLP, and Theron Moss & Associates SARL), and the client, in order to preserve the attorney-client privilege and work-product protection across all participating jurisdictions.
Attachment E: Organizational Chart — Dunmore Energy Holdings Ltd. and Subsidiaries, depicting the corporate structure of the Dunmore group, including all direct and indirect subsidiaries, jurisdiction of organization, ownership percentages, and the relationship among the Issuers, the Guarantors, and the non-guarantor subsidiaries.
END OF FORM
Form NMO-2025 Rev. 3.1 | Calderwood & Harkness LLP | Office of the General Counsel / Finance Department
This document is confidential and intended solely for internal use by Calderwood & Harkness LLP. It contains information protected by the attorney-client privilege and the work-product doctrine. Distribution outside the firm is prohibited without the prior written authorization of the Office of the General Counsel.
Timekeeper | Role | Rate ($/hr)
Jennifer Kwon | Partner — Capital Markets | $1,850
Theodore Langston | Partner — Capital Markets | $1,850
Leonard Cross | Partner — Tax Specialist | $1,750
Eric Johannsen | Associate — Capital Markets | $1,025
Claire Dempsey | Associate — Capital Markets | $875
Rating Agency | Rating | Outlook | Lead Analyst
Lodestar Ratings International | B2 | Stable | Catherine Irvine
Veridian Credit Assessments Inc. | B+ | Stable | James Fenwick
Use | Amount
Partial repayment of existing 7.50% Senior Unsecured Notes due 2028 | $450,000,000
Cayar Offshore Phase II development capital expenditures (Senegal) | $250,000,000
General corporate purposes and working capital | $114,750,000
Estimated offering fees and expenses (including Initial Purchasers' discount) | $22,500,000
Total | $837,250,000
Party | Role | Allocation (%) | Amount ($) | Primary Contact(s)
Ridgeline Capital Markets LLC, 383 Madison Avenue, 22nd Floor, New York, NY 10179 | Lead Initia