MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
TO: Engagement Team — Dunmore Energy Holdings Ltd. 9.375% Senior Secured Notes due 2032
FROM: Jennifer Kwon, Responsible Partner, Capital Markets
DATE: April 14, 2025
RE: Privilege and Work-Product Protection Procedures — Multi-Jurisdictional Workstreams
MATTER NO.: 1016-00003
CLIENT: Dunmore Energy Holdings Ltd.
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I. Purpose and Scope
This memorandum establishes binding protocols for the preservation of attorney-client privilege, attorney work-product protection, and related confidentiality safeguards applicable to all Calderwood & Harkness LLP ("C&H") team members, and governs communications with local counsel and third-party advisors in connection with the representation of Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH") in the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 offering (the "Notes Offering"). Compliance with the procedures set forth herein is mandatory. Failure to adhere to these protocols may result in the inadvertent waiver of privilege or work-product protection, which could have severe and irreversible consequences for the Firm and for Dunmore.
The Notes Offering involves multi-jurisdictional legal workstreams spanning the Cayman Islands, Nigeria, Senegal, England and Wales, and the United States (New York and Delaware), each engaging separate local counsel and third-party consultants retained to assist in various aspects of the transaction. The cross-border nature of this engagement gives rise to significant privilege and confidentiality risks, as different jurisdictions apply materially different standards for the recognition, scope, and waiver of attorney-client privilege, litigation privilege, and equivalent protections. The protocols set forth in this memorandum are designed to safeguard privileged communications across all such jurisdictions and to protect attorney work product prepared in anticipation of and in connection with the Notes Offering, including transactional work product that may not benefit from the full protections available in a litigation context.
These protocols apply to all members of the C&H engagement team, specifically: Jennifer Kwon (Responsible Partner), Theodore Langston (Billing Partner), Eric Johannsen (Lead Associate), Claire Dempsey (Working Associate), and Leonard Cross (Specialist Partner, Tax). In addition, these protocols govern communications with Dunmore's in-house counsel, Alistair Forde (General Counsel), and Dunmore management, including Chief Executive Officer Marcus Ellingham and Chief Financial Officer Deepa Rajaram. The protocols further extend to all communications with local counsel, counterparty counsel, third-party advisors, and other parties identified in Section II below.
Each team member is expected to internalize these protocols and apply them in the ordinary course of their work on this engagement. Where questions arise regarding the application of these protocols to a specific communication or document, the team member should consult Jennifer Kwon or Eric Johannsen before transmitting any communication or document that could implicate privilege concerns.
II. Identification of Parties and Communications Channels
The following identifies all parties and communications channels relevant to this engagement, together with the applicable privilege considerations for communications with each.
A. Calderwood & Harkness LLP Engagement Team
The C&H engagement team for the Notes Offering consists of the following attorneys, each of whom is subject to the protocols set forth in this memorandum:
All team members are located at the C&H principal office at 425 Lexington Avenue, New York, NY 10017, unless otherwise indicated. All privileged communications should be sent from and received at the firm email addresses listed above. No personal email addresses, personal messaging applications, or unapproved communication platforms should be used for any matter-related communication under any circumstances.
B. Client Contacts
Dunmore's authorized contacts for purposes of privileged legal communications are as follows:
Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd.
Principal Executive Offices: 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002
Houston Office: 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056
Email: a.forde@dunmore-energy.com
Marcus Ellingham, Chief Executive Officer
Office: 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056
Email: m.ellingham@dunmore-energy.com
Deepa Rajaram, Chief Financial Officer
Office: 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056
Email: d.rajaram@dunmore-energy.com
Attorney-client privilege attaches to communications seeking or providing legal advice between C&H and Dunmore's in-house legal team, specifically Alistair Forde in his capacity as General Counsel. Communications with non-lawyer business personnel, including Mr. Ellingham and Ms. Rajaram, must be carefully structured to maintain privilege. Such communications should be directed to or through Mr. Forde, and where business personnel are included, the communication must clearly reflect that it is for the purpose of obtaining or providing legal advice. The inclusion of business personnel who are not necessary to the provision or receipt of legal advice may jeopardize the privileged status of the communication, particularly in jurisdictions with narrow constructions of the "client" for privilege purposes (see Section III.D below regarding the Three Rivers doctrine in England and Wales).
C. Local Counsel Firms
C&H has coordinated the engagement of the following local counsel firms in connection with the Notes Offering. Each firm is engaged by Dunmore, at the direction of and in coordination with C&H, to provide local law advice in their respective jurisdictions. Communications among C&H and local counsel in furtherance of rendering legal advice to the common client (Dunmore) are privileged intra-counsel communications, subject to the specific protocols set forth in Section VI below.
1. Kincaid & Moreau LLP (Cayman Islands Counsel)
Lead Partner: Nigel Ashworth
Office: 68 Fort Street, George Town, Grand Cayman KY1-1107
Email: n.ashworth@kincaidmoreau.ky
Jurisdiction: Cayman Islands corporate and securities law matters
Scope of Engagement: DEH due incorporation and good standing, corporate capacity and authority, no-conflict analysis, enforceability of the Notes, the Indenture, and the Security Documents under Cayman Islands law; confirmation of Cayman Islands tax-exempt status; Cayman Registry matters (Registry No. MC-384726); delivery of Cayman Islands law opinion.
2. Abayomi Chambers (Nigerian Counsel)
Lead Partner: Chidinma Okafor
Office: 14 Broad Street, Victoria Island, Lagos, Nigeria
Email: c.okafor@abayomichambers.ng
Jurisdiction: Nigerian law — corporate and regulatory matters
Scope of Engagement: Dunmore Nigeria E&P Ltd. corporate matters, including due organization and good standing; validity and enforceability of the debenture and charge over assets relating to OML 47 and OML 63; regulatory compliance with the Department of Petroleum Resources ("DPR") and the Nigerian National Petroleum Corporation ("NNPC"); delivery of Nigerian law opinion.
3. Cresswell & Greaves LLP (English Counsel)
Lead Partner: Fiona Halsted
Office: 10 Fenchurch Avenue, London EC3M 5BN
Email: f.halsted@cresswellgreaves.co.uk
Jurisdiction: English law — guarantee, security, and enforceability matters
Scope of Engagement: Dunmore Trading Ltd. guarantee and English law debenture; validity and enforceability of the guarantee and debenture under English law; delivery of English law enforceability opinion.
4. Theron Moss & Associates SARL (Senegalese Counsel)
Lead Partner: Moustapha Sy
Office: Rue Moussé Diop 22, Plateau, Dakar, Senegal
Email: m.sy@theronmoss.sn
Jurisdiction: Senegalese law — corporate, regulatory, and security interest matters
Scope of Engagement: Dunmore Senegal S.A. due organization and good standing; compliance with the production-sharing contract ("PSC") for the Cayar Offshore Block; validity and enforceability of the nantissement (pledge) and cession fiduciaire (fiduciary assignment) granted by Dunmore Senegal S.A.; delivery of Senegalese law opinion.
D. Counterparty Counsel
The following firms represent counterparties in the Notes Offering. Communications with counterparty counsel are NOT privileged as between the parties. Team members must exercise extreme caution to avoid inadvertent disclosure of privileged work product, legal analysis, or strategy in communications with these firms.
Whitfield Baxter & Cohn LLP (Initial Purchasers' Counsel)
Lead Partner: Harrison Cates
Associate: Priya Naveen
Office: 51 West 52nd Street, New York, NY 10019
Email: h.cates@whitfieldbaxter.com; p.naveen@whitfieldbaxter.com
Represents: The Initial Purchasers — Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC
IMPORTANT: Communications with WBC are adversarial in nature for privilege purposes. No common-interest agreement is in place or contemplated between the Issuers and the Initial Purchasers. Marked-up drafts, redlines, and comments transmitted to WBC must be scrubbed of all internal C&H annotations, strategy notes, and privileged analysis before transmission. See Section VII.A for detailed protocols.
Pruitt Halsey LLP (ABL Agent's Counsel)
Office: 600 Travis Street, Suite 4000, Houston, TX 77002
Represents: Velthorn National Bank, N.A. (as agent under the existing ABL facility)
IMPORTANT: Similar caution applies. Pruitt Halsey represents the ABL Agent, whose interests with respect to the Intercreditor Agreement negotiations may diverge materially from those of the Issuers and the Noteholders. Internal C&H analyses of lien priority, enforcement mechanics, and negotiation strategy must not be shared with Pruitt Halsey. See Section VII.B for detailed protocols.
E. Third-Party Advisors and Consultants
The following third-party advisors and consultants have been engaged in connection with the Notes Offering. Communications with third-party consultants are generally NOT protected by attorney-client privilege absent careful structuring under the Kovel doctrine (as applicable to Sandoval and Barrisford, see Section V) or the functional-equivalent doctrine. Specific protocols for each advisor are set forth in Section V of this memorandum.
1. Sandoval Compliance Solutions LLC — Sanctions / OFAC Advisory
Lead Consultant: Rosa Medina
Office: 1120 Connecticut Avenue NW, Suite 600, Washington, DC 20036
Email: r.medina@sandovalcompliance.com
Scope: OFAC/SDN screening, EU and UK sanctions screening, sanctions compliance analysis, and advisory services in connection with the Notes Offering
2. Barrisford Advisory Group LLC — ESG and Sustainability Consultant
Lead Consultant: Nathan Reyes
Office: 1700 K Street NW, Suite 900, Washington, DC 20006
Email: n.reyes@barrisfordadvisory.com
Scope: ESG data compilation, sustainability metrics verification, and advisory services in connection with the Offering Memorandum ESG disclosure
3. Duval Howard & Partners — Petroleum Engineering Consultants / Reserves Reports
Lead Consultant: Dr. Evelyn Marchetti
Office: 1200 Smith Street, Suite 1800, Houston, TX 77002
Email: e.marchetti@duvalhoward.com
Scope: Independent reserves estimation and reserves report preparation in accordance with SEC standards and PRMS guidelines
4. Alverton & Co. LLP — Independent Auditor
Lead Partner: Graham Stillwell
Office: 30 Rockefeller Plaza, New York, NY 10112
Email: g.stillwell@alverton.com
Scope: Audit of financial statements, delivery of comfort letters to the Initial Purchasers
III. Applicable Privilege Doctrines by Jurisdiction
Given the multi-jurisdictional nature of this engagement, it is essential that all team members understand the material differences in privilege doctrine across the relevant jurisdictions. This Section provides a summary of the applicable privilege rules in each jurisdiction. The overarching principle is that team members should, in all cases, apply the most restrictive privilege standard across jurisdictions to ensure the broadest possible protection.
A. United States — Federal and State (New York, Delaware, Texas)
Attorney-Client Privilege. Under both federal common law and the laws of the relevant states (New York, Delaware, and Texas), the attorney-client privilege protects confidential communications between an attorney and a client (or the client's authorized representative) made for the purpose of seeking or providing legal advice. In the corporate context, the privilege extends to communications with corporate officers and employees who are authorized to communicate with counsel on behalf of the entity. See Upjohn Co. v. United States, 449 U.S. 383 (1981). Communications between C&H and Dunmore (through Alistair Forde and other authorized representatives) for the purpose of rendering legal advice are privileged under this doctrine.
Work-Product Doctrine. Under the work-product doctrine, documents and tangible things prepared in anticipation of litigation or in connection with the rendering of legal services are protected from discovery. See Hickman v. Taylor, 329 U.S. 495 (1947); Fed. R. Civ. P. 26(b)(3). The work-product doctrine provides two tiers of protection: (a) ordinary work product (factual compilation) is discoverable only upon a showing of substantial need and inability to obtain the substantial equivalent without undue hardship; and (b) opinion work product (mental impressions, conclusions, opinions, and legal theories of counsel) is afforded near-absolute protection. In the transactional context, work-product protection may be narrower than in the litigation context. Some courts have held that transactional documents prepared in the ordinary course of a deal—such as transaction checklists, closing memoranda, and similar items—may not qualify as work product unless they reflect legal analysis or were prepared because of the prospect of litigation. Nevertheless, internal C&H memoranda, legal analysis, negotiation strategy documents, and similar materials prepared in connection with the Notes Offering should be treated as work product and marked accordingly.
Common Interest / Joint Defense Doctrine. The common interest doctrine (also referred to as the "joint defense" or "allied litigants" doctrine in the litigation context) may protect the confidentiality of communications shared among parties who share a common legal interest. In the transactional context, this doctrine may apply to communications among the Issuers (DEH and Dunmore Universal Finance Corp. ("DUFC")) and the Guarantor subsidiaries, as they share a common legal interest in the successful completion of the Notes Offering and the defense of related claims. The common interest doctrine does NOT extend to communications with the Initial Purchasers' counsel (WBC) absent a formal common-interest agreement, which is not contemplated in this transaction. Under New York law, a formal written common-interest agreement is not required to invoke the doctrine, but a written agreement is recommended as best practice to memorialize the shared legal interest and the intent to maintain privilege. See In re Santa Fe Int'l Corp., 272 F.3d 705 (5th Cir. 2001); Larkspur Holdings, 27 N.Y.3d 616 (2016).
Waiver Considerations. Privilege may be waived through: (a) voluntary disclosure of privileged communications to an adversary or a third party outside the privilege; (b) "at issue" waiver, where the privilege holder affirmatively places the substance of privileged communications at issue in litigation; and (c) subject-matter waiver, where disclosure of a portion of a privileged communication may result in waiver as to the entirety of the subject matter. Federal Rule of Evidence 502 provides important protections against inadvertent waiver (see Section IX below).
B. Cayman Islands
Attorney-client privilege in the Cayman Islands is recognized under common law principles substantially similar to those of English law. Legal advice privilege attaches to confidential communications between a lawyer and client made for the purposes of obtaining or providing legal advice. Litigation privilege attaches to documents prepared for the dominant purpose of litigation, whether pending or reasonably contemplated. There is no statutory codification equivalent to the U.S. work-product doctrine; protection derives from common law litigation privilege and legal advice privilege.
The Cayman Islands Confidential Relationships (Preservation) Act (as revised) provides additional confidentiality protections for information communicated in circumstances of professional confidence. While this statute provides important protections, it is conceptually distinct from attorney-client privilege and should not be conflated with it. Team members should be aware that the Act imposes criminal penalties for unauthorized disclosure of confidential information, which reinforces the importance of maintaining confidentiality in all communications with Kincaid & Moreau LLP and Dunmore's Cayman Islands operations.
Given the common law foundation of Cayman Islands privilege law, there is generally strong alignment with U.S. and English privilege principles, and the cross-border privilege risk for communications involving Cayman Islands counsel is relatively low.
C. Nigeria
Legal professional privilege in Nigeria is governed by the Evidence Act 2011, specifically Sections 192 through 196. These provisions protect communications between a legal practitioner and a client made in the course and for the purpose of professional employment for giving or obtaining legal advice. Documents prepared in contemplation of litigation are similarly protected.
However, Nigerian courts have historically construed privilege more narrowly than their U.S. and English counterparts. In particular, the scope of in-house counsel privilege is less well-developed in Nigerian jurisprudence, and there is uncertainty as to whether communications with in-house counsel are accorded the same level of protection as communications with external legal practitioners. For this reason, it is strongly recommended that all privileged communications with Abayomi Chambers be routed through or at the express direction of Alistair Forde, in his capacity as Dunmore's General Counsel, to ensure the clearest possible basis for the assertion of privilege.
An important distinction must be maintained between legal advice regarding regulatory compliance (which is privileged) and the regulatory submissions themselves (which are not). Communications with the NNPC, the DPR, and other Nigerian regulatory bodies are generally not privileged and should be maintained in a separate, non-privileged file. Legal advice memoranda from Abayomi Chambers analyzing regulatory compliance strategy should be separately maintained and clearly marked as privileged.
D. England and Wales
Legal professional privilege in England and Wales encompasses two distinct forms of protection:
(1) Legal Advice Privilege (LAP): Protects confidential communications between a lawyer and client made for the purpose of giving or receiving legal advice. LAP is broadly recognized and provides robust protection for solicitor-client communications.
(2) Litigation Privilege: Protects documents created for the dominant purpose of litigation that is pending or reasonably contemplated. This form of privilege is less directly relevant in the transactional context of the Notes Offering but may become relevant if disputes arise.
Of particular importance is the restrictive interpretation of the term "client" for purposes of legal advice privilege in the corporate context, as established by the House of Lords in Three Rivers District Council v. Governor and Company of the Bank of England [2004] UKHL 48. Under Three Rivers, legal advice privilege in the corporate context may not extend to communications with all employees of a corporate client; rather, privilege attaches only to communications with a specifically identified individual or small group of individuals who are authorized to seek and receive legal advice on behalf of the corporation. This has important practical implications for this engagement.
To address the Three Rivers concern, it is recommended that all communications with Cresswell & Greaves LLP be funneled through Alistair Forde (as General Counsel of the Dunmore group) or a designated small group of authorized persons within Dunmore Trading Ltd. The identity of this authorized group should be documented in writing and provided to Fiona Halsted at the outset of the engagement. Communications from other Dunmore employees that are not directed through or authorized by this designated group may not be protected by legal advice privilege under English law.
"Without prejudice" privilege, which protects communications made in the course of genuine settlement negotiations, is noted for completeness but is not directly relevant to the current transactional workstreams.
E. Senegal
Senegalese law is based on the French civil law tradition. Attorney-client communications in Senegal are protected primarily through the doctrine of secret professionnel (professional secrecy), which imposes upon attorneys a duty of confidentiality with respect to all information obtained in the course of the professional relationship. The principal statutory sources include:
• The OHADA Uniform Acts, which provide a general framework for commercial and business law in member states;
• The Senegalese Code of Civil, Commercial and Administrative Procedure (Code de Procédure Civile, Commerciale et Administrative);
• Loi n° 84-09 portant création de l'Ordre des Avocats, which establishes the Senegalese Bar Association and codifies the professional obligations of attorneys, including the duty of professional secrecy.
The work-product doctrine as understood in U.S. law does not have a direct equivalent under Senegalese law. Protection for attorney work product in Senegal derives from the general duty of professional secrecy and from contractual confidentiality obligations that may be imposed through engagement letters and undertakings. For this reason, it is essential that all communications with Theron Moss & Associates SARL be subject to a written confidentiality and privilege undertaking (see Section VI.E below), and that all communications and work product be clearly labeled as confidential and subject to professional secrecy.
F. Cross-Border Privilege Conflicts
The multi-jurisdictional nature of this engagement gives rise to potential choice-of-law issues regarding the applicable privilege standard. In U.S. federal courts, privilege questions are generally governed by the law of the jurisdiction with the most significant relationship to the communication in question. See Restatement (Third) of the Law Governing Lawyers § 139. In state courts, the forum state's privilege law typically applies.
There is a meaningful risk that communications that are protected by privilege in one jurisdiction may not be protected in another. For example, a communication that is privileged under U.S. law may not be protected by legal advice privilege in England and Wales if it does not satisfy the Three Rivers "client" requirement, or may receive only limited protection under Nigerian law if the scope of privilege is construed narrowly.
Best Practice: To mitigate cross-border privilege risk, all team members and local counsel should apply the most restrictive privilege standard across all relevant jurisdictions. In practice, this means that communications should be structured to satisfy the most demanding requirements for privilege protection in any jurisdiction in which the communication could foreseeably be the subject of a disclosure request or legal proceeding. This includes, without limitation, (a) ensuring that the "client" for privilege purposes is clearly and narrowly defined, (b) routing all communications through designated authorized contacts, and (c) clearly marking all communications and work product with appropriate privilege legends.
IV. Protocol for Communications with Dunmore (Client)
A. Authorized Client Contacts
Alistair Forde, General Counsel of Dunmore Energy Holdings Ltd., is hereby designated as the primary client contact for all privileged legal communications between C&H and Dunmore. Mr. Forde is the individual authorized to seek and receive legal advice on behalf of Dunmore and its subsidiaries for purposes of the Notes Offering. All legal advice communications from C&H should be addressed to or routed through Mr. Forde in the first instance.
The following individuals are designated as secondary authorized contacts for the specific purposes indicated:
• Marcus Ellingham, Chief Executive Officer: May be copied on legal advice communications where his involvement is necessary for the provision of legal advice or for the exercise of corporate authority in connection with the Notes Offering.
• Deepa Rajaram, Chief Financial Officer: May be copied on legal advice communications relating to financial disclosure, comfort letter processes, and financial representations and warranties, in each case where her involvement is necessary for the provision of legal advice.
• Lady Constance Harrowby, Board Chair: May receive privileged communications only with respect to board-level governance matters, including board resolutions, board approvals, and fiduciary duty analysis. Communications with Lady Harrowby should be directed through Mr. Forde.
Where business personnel other than the individuals listed above (e.g., operations staff, finance team members, investor relations personnel) are included on a communication, the communication must clearly reflect on its face that it is for the purpose of obtaining or providing legal advice. To the extent practicable, business personnel should be included only when their participation is necessary to enable C&H to render legal advice, and the communication should identify the specific legal question or advice being sought. The presence of non-essential business personnel on a privileged communication risks destroying the privileged character of the communication in jurisdictions with narrow privilege constructions.
B. Marking and Labeling Protocol
Every privileged communication — including emails, memoranda, letters, internal drafts, and any other document containing or reflecting legal advice or attorney work product — must bear the following legend prominently displayed at the top of the document:
"PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT"
This legend should appear in bold type and should be the first text visible in the communication. For emails, the legend should appear both in the subject line (Abbreviated as "PRIVILEGED AND CONFIDENTIAL") and in the body of the email.
Team members should understand that labels alone do not create privilege. The substantive nature of the communication — not the label — determines whether privilege attaches. Nevertheless, proper labeling serves two critical functions: (a) it constitutes evidence of the parties' intent to maintain the communication as privileged and confidential, which is relevant to the privilege analysis in all jurisdictions; and (b) it assists in the preparation of privilege logs in the event of litigation or regulatory inquiry, by facilitating the identification and categorization of privileged materials.
Draft transaction documents (including draft Indentures, draft Security Documents, draft Purchase Agreements, and similar transactional instruments) that are circulated internally within C&H or between C&H and Dunmore for legal review purposes should bear the following legend:
"DRAFT — PRIVILEGED — PREPARED AT DIRECTION OF COUNSEL"
This legend should be removed from drafts before external circulation to counterparty counsel or other non-privileged recipients, and replaced with a standard "DRAFT" legend only. See Section VII for protocols regarding the transmission of draft documents to counterparty counsel.
C. Email and Electronic Communication Procedures
The following protocols govern all email and electronic communications in connection with the Notes Offering:
1. Use only firm-approved secure email addresses. All matter-related communications must be sent from and received at the C&H email addresses listed in Section II.A above. No personal email accounts (including personal Northgate Software, Cascade Health IT, Ridgeline Technologies, or other accounts) shall be used for any matter-related communication under any circumstances.
2. Avoid unapproved communication platforms. Matter-related communications should not be conducted via personal text messaging, Meridian Services Inc., Harborline Technologies, Meridian Solutions, or other messaging applications unless expressly approved by Jennifer Kwon for a specific, limited purpose and subject to appropriate preservation protocols.
3. Do not forward privileged communications to unauthorized recipients. Before forwarding or copying any additional recipient on a privileged communication, team members must verify that the proposed recipient is an authorized participant in the privilege (as identified in this memorandum or as subsequently authorized by Jennifer Kwon).
4. Local counsel forwarding. When forwarding privileged communications to local counsel, the forwarding email itself must carry the standard privilege legend and include a statement confirming that the communication is made pursuant to the agency relationship among C&H, the local counsel, and the common client (Dunmore) for the provision of legal advice. A form of such statement is as follows:
"This communication is forwarded to you in your capacity as local counsel to Dunmore Energy Holdings Ltd. in connection with the Notes Offering, in furtherance of the common representation. This communication is made for the purpose of providing legal advice to our mutual client and is intended to be protected by the attorney-client privilege, the work-product doctrine, professional secrecy, and all other applicable privileges and protections."
D. Board-Level Communications
Board resolutions, minutes, and presentations regarding the authorization of the Notes Offering should be prepared or reviewed by C&H and should be clearly designated as privileged to the extent they contain or reflect legal advice. Team members should be mindful of the following distinctions:
• Final adopted resolutions that authorize the Notes Offering and the execution and delivery of the transaction documents will generally need to be disclosed in connection with the closing of the Notes Offering (e.g., as part of the closing binder, as exhibits to officers' certificates, or as the basis for local counsel opinions). These final resolutions, once adopted and delivered, are not privileged.
• Draft resolutions, related legal advice regarding the form and substance of resolutions, analysis of fiduciary duties, analysis of authorization requirements under applicable organizational documents, and communications between C&H and Dunmore's board or General Counsel regarding the same remain privileged and should be maintained in the privileged file. These materials should not be included in the closing binder or otherwise disclosed to third parties.
Particular care should be exercised in preparing board presentations. To the extent a board presentation includes legal advice (e.g., analysis of fiduciary duties, legal risks, or regulatory requirements), it should be marked with the standard privilege legend and treated as a privileged communication. To the extent a board presentation includes only factual business information (e.g., financial projections, market conditions, or transaction timeline), it may not be entitled to privilege protection. Where a single presentation contains both privileged legal advice and non-privileged business information, the preferred approach is to separate the legal advice into a distinct, clearly marked section or into a separate document.
V. Protocol for Communications with Third-Party Consultants
Communications with third-party consultants are generally not protected by the attorney-client privilege, as these consultants are not attorneys and do not stand in an attorney-client relationship with Dunmore. However, under certain circumstances, communications with third-party consultants may be protected if the engagement is properly structured. This Section sets forth the applicable protocols for each of the third-party advisors engaged in connection with the Notes Offering.
A. Sandoval Compliance Solutions LLC (OFAC / Sanctions)
Sandoval Compliance Solutions LLC ("Sandoval") has been engaged to provide OFAC and sanctions screening services and related compliance advisory services in connection with the Notes Offering. The OFAC and sanctions screening was completed on April 25, 2025. The screening encompassed the OFAC Specially Designated Nationals and blocked Persons List (SDN List), the Sectoral Sanctions Identifications List (SSI List), the European Union Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, and the United Kingdom Office of Financial Sanctions Implementation (OFSI) Consolidated List. No hits were identified across any of the screened lists.
Sandoval has been engaged by Dunmore at the direction of C&H to assist counsel in rendering legal advice regarding sanctions compliance. The engagement is structured to preserve privilege under the Kovel doctrine. See United States v. Kovel, 296 F.2d 918 (2d Cir. 1961). Under Kovel, communications between an attorney and a non-lawyer consultant retained to assist the attorney in providing legal advice to the client may be protected by the attorney-client privilege, provided that the consultant is functioning as a "translator" or "interpreter" of complex factual information that the attorney needs to understand in order to render informed legal advice.
The following protocols must be observed to maintain Kovel protection:
1. Engagement Letter. Sandoval's engagement letter must contain a specific provision stating that Sandoval is engaged to assist C&H in providing legal advice to Dunmore regarding sanctions compliance, and that all communications and work product generated in connection with the engagement are confidential and privileged. A form of Kovel Engagement Letter Addendum is attached as Exhibit B to this memorandum.
2. Direction of Communications. Rosa Medina, Sandoval's lead consultant, should direct all screening results, analyses, and other communications to C&H (Jennifer Kwon or Eric Johannsen) rather than directly to Dunmore business personnel. If Dunmore business personnel require access to Sandoval's work product, such access should be facilitated through C&H to preserve the Kovel structure.
3. Marking of Materials. All screening reports, analyses, memoranda, and other work product prepared by Sandoval in connection with this engagement should be marked: "PREPARED AT THE DIRECTION OF COUNSEL — PRIVILEGED AND CONFIDENTIAL."
4. Scope Limitation. Sandoval should be instructed that its role is to assist C&H in rendering legal advice and that it should not provide independent advice directly to Dunmore on sanctions compliance matters outside the scope of the Kovel engagement.
B. Barrisford Advisory Group LLC (ESG Consultant)
Barrisford Advisory Group LLC ("Barrisford") has been engaged to compile, verify, and analyze environmental, social, and governance ("ESG") data for purposes of the Offering Memorandum. The ESG data package compiled by Barrisford includes the following key metrics, which will be disclosed in the Offering Memorandum:
• Scope 1 greenhouse gas emissions: 1.42 million metric tons CO₂e
• Scope 2 greenhouse gas emissions: 0.18 million metric tons CO₂e
• Community development expenditure: $14.2 million
• Methane flaring intensity: 3.8 m³/boe
• Net-zero by 2050 commitment
Because the ESG data itself will be publicly disclosed in the Offering Memorandum, it is not privileged once disclosed. However, the following categories of communications and work product should be treated as privileged:
1. Legal sufficiency analysis. Internal communications between C&H and Barrisford regarding the legal sufficiency of ESG disclosure, including analysis of potential greenwashing liability, the adequacy of cautionary language, and the availability of safe-harbor protections for forward-looking ESG statements under the Private Securities Litigation Reform Act, are prepared to assist counsel in rendering legal advice and should be structured as privileged. These communications should be routed through C&H and marked with the standard privilege legend.
2. Distinction between factual and legal communications. Claire Dempsey's communications with Nathan Reyes (Barrisford's lead consultant) regarding ESG data clarifications for Offering Memorandum fact-checking must carefully distinguish between: (a) factual data requests (e.g., "Please confirm the Scope 1 emissions figure for fiscal year 2024"), which are likely not privileged; and (b) legal analysis of disclosure adequacy (e.g., "We are concerned that the methane flaring intensity disclosure may be insufficient under the SEC's proposed climate disclosure framework and may require additional cautionary language"), which are privileged. To the extent practicable, factual data requests should be made in separate communications from legal analysis communications.
3. ESG Data Verification Checklist. The ESG Data Verification Checklist prepared by C&H is attorney work product, as it reflects counsel's analysis of the adequacy and accuracy of ESG disclosures in the Offering Memorandum. It should be maintained as a privileged document and should not be shared with Barrisford or disclosed to third parties.
To the extent that Barrisford's engagement can be structured under the Kovel doctrine (i.e., Barrisford is retained to assist counsel in rendering legal advice regarding ESG disclosure), a Kovel Engagement Letter Addendum should be executed. See Exhibit B.
C. Duval Howard & Partners (Reserves Engineer)
Duval Howard & Partners ("Duval Howard") has been engaged to prepare independent reserves reports in connection with the Notes Offering. The reserves reports, which estimate total proved reserves of 345.8 MMboe with a PV-10 value of $6,700 million as of December 31, 2024, will be publicly disclosed in the Offering Memorandum. The underlying reserves reports, once finalized and included in the Offering Memorandum, are not privileged.
However, the following categories of materials are protected as attorney work product:
1. C&H internal analysis. C&H's internal analysis of the reserves data for disclosure adequacy purposes — including analysis of whether the reserves estimates are consistent with SEC definitions, whether appropriate risk factors have been disclosed, and whether the reserves data supports the financial projections and asset coverage ratios in the Offering Memorandum — is attorney work product.
2. Communications with Dr. Marchetti. Communications between C&H and Dr. Evelyn Marchetti should be structured to reflect the legal review purpose of the communication. To the extent C&H is requesting factual information from Duval Howard (e.g., clarification of reserves categories or methodology), such communications may not be privileged. To the extent C&H is seeking Dr. Marchetti's input on matters that bear on the adequacy of legal disclosure, such communications should be clearly framed in the context of legal advice and routed through the appropriate channels.
D. Alverton & Co. LLP (Independent Auditor)
Alverton & Co. LLP ("Alverton") serves as the independent auditor for Dunmore. In connection with the Notes Offering, Alverton will deliver comfort letters to the Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC). The comfort letter process involves communications between C&H, Alverton, and the Initial Purchasers' counsel (WBC).
The following privilege considerations apply:
1. Comfort letters. The comfort letters are addressed to and provided for the benefit of the Initial Purchasers, not for C&H or Dunmore. The comfort letters and the communications directly related to their preparation and delivery are not privileged attorney-client communications between C&H and Dunmore.
2. C&H internal memoranda. C&H's internal memoranda analyzing the scope and sufficiency of comfort letter coverage, identifying issues or gaps in the comfort letter procedures, and analyzing the legal implications of the comfort letter language are attorney work product. These memoranda should be maintained in the privileged file and should not be shared with Alverton, WBC, or the Initial Purchasers.
3. Comfort letter request letter. C&H's comfort letter request letter to Graham Stillwell at Alverton is a non-privileged professional communication. Team members should take care not to include legal analysis, strategy, or privileged assessments in the comfort letter request letter or in any related correspondence with Alverton. The request letter should be limited to a factual recitation of the procedures requested and the financial data to be covered.
VI. Protocol for Communications with Local Counsel
A. General Principles
Each of the local counsel firms identified in Section II.C — Kincaid & Moreau LLP ("K&M"), Abayomi Chambers, Cresswell & Greaves LLP ("C&G"), and Theron Moss & Associates SARL ("TMA") — is engaged by Dunmore, at the direction of and in coordination with C&H, to provide local law advice in connection with the Notes Offering. This structure reflects a common and well-established practice in multi-jurisdictional transactions, in which lead counsel (here, C&H) coordinates the legal advice rendered by local counsel to the common client.
All local counsel relationships are structured as agency relationships in which C&H, as lead and coordinating counsel, directs and coordinates the legal advice rendered by each local counsel firm to the common client (Dunmore). Communications between C&H and local counsel made in furtherance of rendering legal advice to the common client are privileged intra-counsel communications. This privilege is separate from, and in addition to, the attorney-client privilege that attaches to communications between each local counsel firm and Dunmore directly.
Each local counsel engagement letter should contain provisions expressly confirming the following:
(a) Dunmore Energy Holdings Ltd. is the client;
(b) C&H is the coordinating counsel for the Notes Offering and is authorized to direct the scope and substance of local counsel's work;
(c) Communications between C&H and local counsel are made for the purpose of providing legal advice to Dunmore in connection with the Notes Offering and are intended to be privileged and confidential under all applicable privilege doctrines, including attorney-client privilege (U.S.), legal advice privilege (U.K., Cayman Islands), legal professional privilege (Nigeria), and professional secrecy (secret professionnel) (Senegal);
(d) Local counsel agrees to maintain the confidentiality of all privileged communications and work product and to comply with the marking and labeling protocols set forth in this memorandum.
Each local counsel firm will be required to execute the Confidentiality and Privilege Undertaking attached as Exhibit A to this memorandum.
B. Kincaid & Moreau LLP (Cayman Islands)
Nigel Ashworth is the lead contact at Kincaid & Moreau LLP for all matters relating to the Notes Offering. The scope of K&M's engagement encompasses DEH's corporate authorization, Cayman Islands law opinion, confirmation of Cayman Islands tax-exempt status, and coordination with the Cayman Islands Registry of Companies (Registry No. MC-384726).
Cayman Islands privilege rules are common law-based and align generally with English and U.S. principles. The cross-border privilege risk for communications involving Cayman Islands counsel is relatively low, as the Cayman Islands recognizes both legal advice privilege and litigation privilege on terms substantially consistent with English law.
All communications with K&M should be marked with the standard privilege legend set forth in Section IV.B. A written Confidentiality and Privilege Undertaking in the form attached as Exhibit A should be executed by K&M at the outset of the engagement.