1016-00003 · Client 1016 · Offering Memorandum

comfort-letter-request.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017

Telephone: (212) 450-4000 Facsimile: (212) 450-4800

Matter No.: 1016-00003

May 12, 2025

Graham Stillwell Lead Engagement Partner Alverton & Co. LLP 30 Rockefeller Plaza New York, NY 10112

Re: Request for Comfort Letters in Connection with the Offering of $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032 of Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp.

Dear Mr. Stillwell:

1. Introduction and Engagement Context

Calderwood & Harkness LLP serves as counsel to Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands ("DEH" or the "Company"), and Dunmore upstream Finance Corp., a Delaware corporation ("DUFC" and, together with DEH, the "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"). The Notes will be senior secured obligations of the Issuers, ranking pari passu in right of payment with all existing and future senior indebtedness of the Issuers and secured on a first-priority basis by the Collateral (as defined in the Indenture).

The Notes are being offered pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs") within the meaning of Rule 144A, and pursuant to Regulation S under the Securities Act to persons other than "U.S. persons" (as defined in Regulation S) in offshore transactions. The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

The Notes are being purchased by the following initial purchasers (collectively, the "Initial Purchasers"): Ridgeline Capital Markets LLC, acting as Lead Left Bookrunner ("Ridgeline"); Clarion Securities Inc., acting as Joint Bookrunner ("Clarion"); and Pinnacle Partners LLC, acting as Co-Manager ("Pinnacle"), pursuant to a Purchase Agreement dated as of May 12, 2025 (the "Purchase Agreement") among the Issuers, the guarantors party thereto, and the Initial Purchasers.

In connection with the Offering, the Issuers have prepared a Preliminary Offering Memorandum dated April 28, 2025 (the "Preliminary OM") and expect to prepare a Final Offering Memorandum dated May 14, 2025 (the "Final OM" and, together with the Preliminary OM, the "Offering Memorandum" or the "OM"). The Offering Memorandum contains and incorporates by reference the consolidated financial statements and certain financial data of DEH and its consolidated subsidiaries that have been audited or reviewed by Alverton & Co. LLP ("Alverton" or the "Firm") in its capacity as the independent registered public accounting firm of DEH and its consolidated subsidiaries.

We understand that Alverton has served as the independent auditor of DEH and its consolidated subsidiaries for each of the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024, and that Alverton's relationship with the Company is ongoing. The purpose of this letter is to set forth, in detail, our request that Alverton deliver comfort letters in connection with the Offering, as described more fully below.

2. Purpose and Basis of Request

We are writing to request that Alverton deliver two comfort letters in accordance with the standards established in AU-C Section 920 (Letters for Underwriters and Certain Other Requesting Parties) of the AICPA Professional Standards (as revised and in effect as of the date hereof):

(a) An initial comfort letter (the "Initial Comfort Letter") dated as of the closing date of the Offering, May 15, 2025 (the "Closing Date"), addressed to (i) the Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC) and (ii) Calderwood & Harkness LLP, as counsel to the Issuers; and

(b) A bring-down comfort letter (the "Bring-Down Comfort Letter" and, together with the Initial Comfort Letter, the "Comfort Letters") also dated as of the Closing Date, May 15, 2025, updating the Initial Comfort Letter to the Closing Date and confirming that no changes have occurred in the specified financial items during the bring-down period, as described more fully in Section 4 of this letter.

While the Offering is a Rule 144A/Regulation S private placement and not a registered offering under the Securities Act, the Initial Purchasers and issuer's counsel are requesting the delivery of the Comfort Letters as a condition to the closing of the Offering under the Purchase Agreement. The delivery of comfort letters in connection with unregistered offerings of this nature is consistent with customary market practice for offerings of this size and type, and AU-C Section 920 expressly contemplates the issuance of comfort letters in connection with offerings exempt from registration under the Securities Act, provided that the requesting parties are eligible under the standards set forth therein.

Section 8(f) of the Purchase Agreement requires, as a condition to the obligation of the Initial Purchasers to purchase the Notes, the delivery by Alverton of (i) a comfort letter dated as of the Closing Date addressed to the Initial Purchasers and issuer's counsel, and (ii) a bring-down comfort letter dated as of the Closing Date, each in form and substance reasonably satisfactory to the Initial Purchasers and their counsel, Whitfield Baxter & Cohn LLP. We have enclosed with this letter a draft of the Purchase Agreement with the relevant closing condition provisions highlighted for your reference.

3. Scope of the Initial Comfort Letter

We request that the Initial Comfort Letter address the following matters:

3.1 Independence. The Initial Comfort Letter should contain a statement confirming that Alverton & Co. LLP is an independent public accounting firm with respect to Dunmore Energy Holdings Ltd. and its consolidated subsidiaries within the meaning of Rule 101 of the AICPA Code of Professional Conduct and its interpretations and rulings, as well as the applicable rules and regulations adopted by the Securities and Exchange Commission (the "SEC") and the Public Company Accounting Oversight Board (the "PCAOB"). Although DEH is not currently a reporting company under the Securities Exchange Act of 1934, as amended, the independence confirmation under SEC and PCAOB standards is being requested because the Offering Memorandum states that the audited consolidated financial statements included therein were audited in accordance with the standards of the PCAOB (United States), and the Initial Purchasers require such confirmation as a component of their due diligence investigation.

3.2 Audited Financial Statements

The Initial Comfort Letter should contain a statement confirming that Alverton has audited the following consolidated financial statements of Dunmore Energy Holdings Ltd. included in the Offering Memorandum:

(i) the consolidated balance sheet of Dunmore Energy Holdings Ltd. and its subsidiaries as of December 31, 2024;

(ii) the consolidated balance sheet of Dunmore Energy Holdings Ltd. and its subsidiaries as of December 31, 2023;

(iii) the consolidated statements of operations of Dunmore Energy Holdings Ltd. and its subsidiaries for each of the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022;

(iv) the consolidated statements of comprehensive income of Dunmore Energy Holdings Ltd. and its subsidiaries for each of the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022;

(v) the consolidated statements of changes in equity of Dunmore Energy Holdings Ltd. and its subsidiaries for each of the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022;

(vi) the consolidated statements of cash flows of Dunmore Energy Holdings Ltd. and its subsidiaries for each of the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022; and

(vii) the notes to the consolidated financial statements accompanying the foregoing.

The Initial Comfort Letter should confirm that such audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and that Alverton issued an unqualified (i.e., "clean") audit opinion with respect to such consolidated financial statements, without any explanatory paragraph, going-concern qualification, or scope limitation.

For reference, the key audited financial data for the fiscal year ended December 31, 2024 (as set forth in the audited consolidated financial statements and as referenced throughout the Offering Memorandum) include the following:

We expect the Comfort Letters to address the derivation and accuracy of such amounts as they appear in various sections of the Offering Memorandum, as described more fully in Section 3.5 below.

3.3 Unaudited Interim Financial Statements

To the extent that the Offering Memorandum contains unaudited interim consolidated financial statements of DEH and its subsidiaries (for example, for the fiscal quarter ended March 31, 2025, and the comparable quarter ended March 31, 2024), we request that the Initial Comfort Letter include a confirmation that Alverton performed a review of such unaudited interim consolidated financial statements in accordance with AU-C Section 930 (Interim Financial Information) of the AICPA Professional Standards, as adopted by the PCAOB.

In addition, we request confirmation that such review did not indicate that any material modifications should be made to the unaudited interim consolidated financial statements for them to conform with accounting principles generally accepted in the United States of America ("U.S. GAAP"). If the Offering Memorandum does not include unaudited interim financial statements as of a date more recent than December 31, 2024, this section of the Comfort Letter may be omitted or appropriately modified, and we would ask that Alverton notify us promptly if this is the case so that we may adjust the scope of this request accordingly.

3.4 Pro Forma Financial Information

We request that the Initial Comfort Letter set forth the procedures applied by Alverton with respect to the unaudited pro forma condensed consolidated financial information included in the Offering Memorandum, which gives effect to the following transactions (collectively, the "Transactions"):

(i) the issuance by the Issuers of the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 at an issue price of 98.50% of par, resulting in gross proceeds to the Issuers of $837,250,000 (reflecting original issue discount of $12,750,000);

(ii) the application of a portion of the net proceeds of the Offering to the partial repayment of $450,000,000 of the existing 7.50% Senior Unsecured Notes due 2028 (the "Existing 2028 Notes"), which Existing 2028 Notes were originally issued in an aggregate principal amount of $850,000,000 and have an October 2028 maturity, leaving $400,000,000 of the Existing 2028 Notes outstanding following the Offering; and

(iii) the application of the remaining net proceeds of the Offering as described in the "Use of Proceeds" section of the Offering Memorandum.

The pro forma financial information set forth in the Offering Memorandum reflects the following pro forma debt and leverage metrics, and we request that Alverton verify the arithmetical accuracy thereof:

• Pro forma total debt of $1,720,000,000, consisting of (a) $470,000,000 drawn under the ABL Revolver, (b) $400,000,000 of remaining Existing 2028 Notes, and (c) $850,000,000 of the Notes;

• Pro forma gross leverage ratio of 2.11x, calculated as pro forma total debt of $1,720,000,000 divided by EBITDA of $816,000,000 for the fiscal year ended December 31, 2024;

• Pro forma net leverage ratio of 1.88x, calculated as pro forma net debt of $1,535,000,000 (pro forma total debt of $1,720,000,000 less cash and cash equivalents of $185,000,000) divided by EBITDA of $816,000,000 for the fiscal year ended December 31, 2024.

We request that the Initial Comfort Letter confirm that (a) the pro forma adjustments described in the Offering Memorandum are arithmetically accurate, (b) such adjustments have been properly applied to the historical financial data, and (c) the pro forma financial information has been prepared on a basis that is reasonable and consistent with the assumptions described in the accompanying notes to such pro forma financial information. We further request confirmation that the pro forma adjustments are directly attributable to the Transactions and are factually supportable, and that the pro forma financial information complies with the applicable requirements of Article 11 of Regulation S-X to the extent the Company has elected to follow such guidance as a framework for the preparation of the pro forma financial information.

3.5 Financial Data and Statistics in the Offering Memorandum

We request that Alverton perform agreed-upon procedures with respect to certain financial data, amounts, percentages, and statistics appearing in the text of the Offering Memorandum (other than in the financial statements and notes thereto), to confirm that such amounts agree with, or have been correctly derived or computed from, the audited consolidated financial statements, the unaudited interim consolidated financial statements (if applicable), and/or the underlying accounting records of the Company. Without limiting the foregoing, we request that Alverton's procedures cover the following items:

(a) Revenue, EBITDA, EBITDA margin, net income, capital expenditures, total assets, total debt, net debt, and cash and cash equivalents figures appearing in the following sections of the Offering Memorandum: the "Summary" section, the "Selected Historical Consolidated Financial Data" section, the "Capitalization" section, the "Use of Proceeds" section, and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section. For the avoidance of doubt, the EBITDA margin of 38.1% referenced in the Offering Memorandum is calculated as EBITDA of $816,000,000 divided by revenue of $2,140,000,000, and we request confirmation that such calculation is arithmetically accurate.

(b) Semi-annual interest payment amount of $39,843,750 with respect to the Notes, calculated as $850,000,000 multiplied by 9.375% divided by 2, and annual interest expense of $79,687,500 with respect to the Notes, calculated as $850,000,000 multiplied by 9.375%. We request confirmation that the foregoing amounts are arithmetically accurate.

(d) Gross spread of $17,000,000, representing the Initial Purchasers' discount of 2.00% multiplied by $850,000,000 aggregate principal amount, payable to the Initial Purchasers on the Closing Date.

(e) Total estimated offering costs of $22,500,000, consisting of the gross spread of $17,000,000 plus estimated offering expenses of approximately $5,500,000 (including legal fees, accounting fees, printing costs, trustee fees, rating agency fees, and miscellaneous expenses).

(f) Use of proceeds allocation as set forth in the "Use of Proceeds" section of the Offering Memorandum:

(i) $450,000,000 for the partial repayment of the Existing 2028 Notes;

(ii) $250,000,000 for Cayar Offshore Phase II development capital expenditures;

(iii) $114,750,000 for general corporate purposes (including working capital); and

(iv) $22,500,000 for estimated fees and expenses of the Offering,

totaling $837,250,000 in gross proceeds.

We request confirmation that the foregoing use of proceeds amounts are arithmetically accurate and total to $837,250,000, which equals the gross proceeds of the Offering (i.e., $850,000,000 multiplied by the issue price of 98.50%).

(g) Existing indebtedness data as set forth in the "Description of Other Indebtedness" section and elsewhere in the Offering Memorandum, including the following:

(i) the ABL Revolving Credit Facility (the "ABL Revolver"), with a total commitment amount of $750,000,000, of which $470,000,000 is currently drawn as of the most recent date specified in the Offering Memorandum, bearing interest at a rate of Adjusted Term SOFR plus 275 basis points, with a maturity date of June 2028, under a credit agreement with Velthorn National Bank, N.A., as administrative agent; and

(ii) the Existing 2028 Notes, originally issued in an aggregate principal amount of $850,000,000, bearing interest at a rate of 7.50% per annum, with a maturity date of October 2028, of which $400,000,000 will remain outstanding following the application of the net proceeds of the Offering.

We request confirmation that the foregoing amounts agree with the Company's accounting records and, where applicable, with the audited consolidated financial statements or notes thereto.

(h) Fixed charge coverage ratio of 7.10x as cited in the Offering Memorandum. We request that Alverton confirm that such ratio has been correctly computed from the underlying financial data appearing in the audited consolidated financial statements and/or the accounting records of the Company, and that the method of calculation is consistent with the description thereof set forth in the Offering Memorandum.

With respect to each of the foregoing items, we request that Alverton compare such amounts against the audited consolidated financial statements of DEH and its consolidated subsidiaries, the unaudited interim consolidated financial statements (if applicable), and/or the accounting records of the Company, and confirm that such amounts agree with or have been correctly derived or computed from such sources. To the extent any such amount does not so agree, or has not been so derived, we request that Alverton identify such discrepancy in the Initial Comfort Letter.

3.6 Certain Tabular and Statistical Data

We request that Alverton perform agreed-upon procedures with respect to certain statistical and tabular data relating to the Company's proved oil and gas reserves and PV-10 values, to the extent that such data is derived from, reconciled to, or otherwise reflected in the Company's financial statements or accounting records. As set forth in the Offering Memorandum, the Company's independent reserve engineers, Duval Howard & Partners ("DHP"), prepared a reserves report as of December 31, 2024 (the "DHP Reserves Report"), which reported the following:

We note that Alverton is not being asked to opine on the reserves estimates themselves, which are the responsibility of Duval Howard & Partners as the Company's independent petroleum engineers and which are outside the scope of Alverton's professional expertise. Rather, we request only that Alverton perform procedures to confirm the arithmetical accuracy of the financial data derived from or reconciled to such reserves estimates as such data appears in the Offering Memorandum — including, for example, the computation of PV-10 values as derived from future net revenue estimates, the allocation of proved reserve quantities by asset, and the reconciliation of any reserves-related amounts to financial statement data (such as the standardized measure of discounted future net cash flows or depletion, depreciation, and amortization amounts).

3.7 Capsule Information / Subsequent Period Data

To the extent that the Offering Memorandum contains "capsule" financial information for any interim period or periods subsequent to the latest audited or reviewed period (including, without limitation, estimated or preliminary revenue, EBITDA, net income, or other financial data for the fiscal quarter ended March 31, 2025, or any subsequent month or period), we request that Alverton read such capsule information and perform limited procedures thereon, including inquiries of certain officials of the Company who have responsibility for financial and accounting matters regarding whether such capsule information is stated on a basis substantially consistent with the financial presentation of the corresponding items in the audited or reviewed financial statements. We understand that the nature and extent of the procedures that Alverton may perform with respect to capsule information may be more limited than those applicable to audited or reviewed financial statements, and we recognize that Alverton will describe any such limitations in the Comfort Letters.

4. Scope of the Bring-Down Comfort Letter

We request that the Bring-Down Comfort Letter be dated as of the Closing Date, May 15, 2025, and that it update and confirm the statements and procedures set forth in the Initial Comfort Letter through the "Bring-Down Date," which shall be a date not more than five (5) business days prior to the Closing Date (i.e., not earlier than May 8, 2025).

Specifically, we request that the Bring-Down Comfort Letter confirm that, with respect to the period from the cut-off date used for the Initial Comfort Letter through the Bring-Down Date, and based on the performance of the procedures described in AU-C Section 920:

(a) there has been no decrease in any of the following items of the Company on a consolidated basis, as compared to the amounts shown in the latest balance sheet of the Company included in the Offering Memorandum: (i) stockholders' equity (total equity), (ii) total assets, and (iii) net current assets (current assets less current liabilities);

(b) there has been no increase in total debt or net debt of the Company on a consolidated basis, as compared to the amounts shown in the latest balance sheet of the Company included in the Offering Memorandum; and

(c) there has been no decrease in revenue, EBITDA, or net income of the Company on a consolidated basis for the applicable period as compared to the corresponding amounts for the comparable period in the preceding fiscal year (or such other comparison periods as may be agreed among the parties).

The foregoing negative assurance is to be given except for changes, increases, or decreases that the Offering Memorandum discloses have occurred or may occur, or that are described in the Bring-Down Comfort Letter itself. We recognize that the Bring-Down Comfort Letter will necessarily be based in part on inquiries made of officials of the Company and on a reading of certain limited information, and that Alverton will include customary limitations and disclaimers as to the scope of such procedures.

We further request that the Bring-Down Comfort Letter reaffirm Alverton's independence as described in Section 3.1 above as of the Closing Date, and confirm that, as of the date of the Bring-Down Comfort Letter, nothing has come to Alverton's attention that would cause it to modify or withdraw any of the statements made in the Initial Comfort Letter.

5. Addressees and Reliance

We request that the Comfort Letters be addressed to the following parties:

(a) Ridgeline Capital Markets LLC (as Lead Initial Purchaser and Lead Left Bookrunner) 383 Madison Avenue, 22nd Floor New York, NY 10179

(b) Clarion Securities Inc. (as Joint Bookrunner) One Financial Center Boston, MA 02111

(d) Calderwood & Harkness LLP (as counsel to the Issuers) 425 Lexington Avenue New York, NY 10017

In addition, please note that Whitfield Baxter & Cohn LLP, located at 51 West 52nd Street, New York, NY 10019, is serving as counsel to the Initial Purchasers in connection with the Offering (the lead partner responsible for the engagement being Harrison Cates). Whitfield Baxter & Cohn LLP may request to be named as an additional addressee of the Comfort Letters or, in the alternative, may request that Alverton deliver a separate reliance letter authorizing Whitfield Baxter & Cohn LLP to rely upon the Comfort Letters in connection with its role as counsel to the Initial Purchasers. We will confirm with Mr. Cates and his team which form of reliance they prefer and will communicate their preference to you promptly.

The Comfort Letters are being requested for the benefit of the Initial Purchasers and their counsel in connection with their due diligence investigation of the Company and the Issuers under the Purchase Agreement. The Comfort Letters are a customary component of the due diligence process for offerings of this nature and are intended to assist the Initial Purchasers in establishing a reasonable-investigation defense under applicable securities laws.

6. Form of Comfort Letter

We request that the Comfort Letters be substantially in the form of Example A (applicable to a non-registered offering to be sold pursuant to an exemption from the registration requirements of the Securities Act) as set forth in AU-C Section 920 of the AICPA Professional Standards, with such modifications as may be necessary or appropriate to reflect the specific facts and circumstances of the Offering, the particular financial data and information contained in the Offering Memorandum, and the scope of procedures described in this letter.

In order to ensure that the form and substance of the Comfort Letters are satisfactory to all parties prior to the Closing Date, we respectfully request that Alverton provide a draft of the Initial Comfort Letter for review by Calderwood & Harkness LLP and by Whitfield Baxter & Cohn LLP (as counsel to the Initial Purchasers) no later than May 9, 2025. This will allow sufficient time for the parties to review the draft, to raise any questions regarding the form, scope, or substance of the proposed comfort procedures, and to resolve any open issues prior to the Closing Date.

We note that the Initial Purchasers' counsel, Whitfield Baxter & Cohn LLP, may have additional comments on the form and substance of the Comfort Letters. To the extent that Whitfield Baxter & Cohn LLP communicates any such comments to Alverton, we request that copies of such communications also be provided to Calderwood & Harkness LLP so that we may coordinate the review process and ensure consistency among the parties' requirements.

7. Specific Sections and Pages of the Offering Memorandum

Set forth below is a list of the specific sections of the Offering Memorandum to which the comfort letter procedures described herein should apply. We note that the page references set forth below are based on the draft Preliminary Offering Memorandum dated April 28, 2025, and may be subject to change upon finalization of the Final Offering Memorandum. We will confirm the final pagination with you and, if necessary, provide updated circle-up pages reflecting any changes in the Final OM.

(i) Cover Page — including the pricing summary, aggregate principal amount ($850,000,000), coupon rate (9.375%), issue price (98.50%), original issue discount, and maturity date (2032);

(ii) "Summary" — including the financial highlights, capitalization summary, and pro forma indebtedness data;

(iii) "Risk Factors" — to the extent that specific financial data, amounts, percentages, or statistics appear in the risk factor disclosure (but not to the narrative discussion of risks generally);

(iv) "Use of Proceeds" — including the allocation of gross proceeds among the specified uses;

(v) "Capitalization" — including the historical and as-adjusted capitalization table and the related footnotes;

(vi) "Selected Historical Consolidated Financial Data" — including the historical financial data for each of the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022;

(vii) "Unaudited Pro Forma Condensed Consolidated Financial Data" — including the pro forma adjustments and the resulting pro forma financial data;

(viii) "Management's Discussion and Analysis of Financial Condition and Results of Operations" — including all financial data, amounts, percentages, ratios, and statistics appearing therein;

(ix) "Business" — to the extent that financial data, reserves data reconciled to financial statement amounts, or production statistics derived from the Company's accounting records appear in such section (including, without limitation, asset-level PV-10 values, proved reserve quantities, and production volumes to the extent such data has been reconciled to or derived from the Company's books and records);

(x) "Description of Other Indebtedness" — including the description of the ABL Revolver (commitment, drawn amount, interest rate, maturity) and the Existing 2028 Notes (outstanding principal, interest rate, maturity); and

(xi) Index to Financial Statements and the audited and reviewed consolidated financial statements themselves, including the notes thereto.

In addition to the foregoing, we have enclosed with this letter a set of "circle-up" pages based on the draft Preliminary OM, identifying the specific financial data, amounts, and percentages for which agreed-upon procedures are requested. We will provide updated circle-up pages based on the Final OM as promptly as practicable following its completion.

8. Timing and Delivery

We respectfully request that the following timeline be observed with respect to the preparation and delivery of the Comfort Letters:

(a) Draft Initial Comfort Letter: To be delivered to Calderwood & Harkness LLP and Whitfield Baxter & Cohn LLP no later than May 9, 2025.

(b) Executed Initial Comfort Letter and Bring-Down Comfort Letter: To be delivered on the Closing Date, May 15, 2025, simultaneously with the closing of the Offering and the delivery of the Notes to the Initial Purchasers.

Delivery of the executed Comfort Letters shall be made (i) in PDF format via email to each of the addressees, and (ii) in executed original form by hand delivery or overnight courier to each addressee at the addresses set forth in Section 5 above.

In addition, we request that copies of the executed Comfort Letters (including any draft versions circulated for review) be provided to each of the following individuals:

• Jennifer Kwon, Calderwood & Harkness LLP — jennifer.kwon@calderwoodharkness.com

• Eric Johannsen, Calderwood & Harkness LLP — eric.johannsen@calderwoodharkness.com

• Harrison Cates, Whitfield Baxter & Cohn LLP

• Deepa Rajaram, Chief Financial Officer, Dunmore Energy Holdings Ltd., 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056

• Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd., 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056

9. Enclosures

For your reference and convenience, the following documents are enclosed with this letter:

(a) A copy of the draft Preliminary Offering Memorandum dated April 28, 2025, marked to show the specific sections and pages containing financial data, amounts, percentages, and statistics that are subject to the comfort procedures described herein;

(b) A draft of the Purchase Agreement among the Issuers, the guarantors party thereto, and the Initial Purchasers, with the relevant closing condition provisions (including Section 8(f)) highlighted for your reference; and

(c) Circle-up pages identifying the specific financial data, amounts, and percentages appearing in the Preliminary OM for which agreed-upon procedures are requested, organized by section of the Offering Memorandum, with cross-references to the corresponding financial statement line items or accounting records from which such data are derived.

We will supplement the foregoing enclosures with updated materials reflecting the Final OM when it becomes available.

10. Contact Information and Closing

We request that Alverton direct any questions, comments, or requests for clarification regarding the matters set forth in this letter to the following individuals at Calderwood & Harkness LLP:

Jennifer Kwon Partner, Capital Markets Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Telephone: (212) 450-4263

Email: jennifer.kwon@calderwoodharkness.com

Eric Johannsen Lead Associate, Capital Markets Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Telephone: (212) 450-4587

Email: eric.johannsen@calderwoodharkness.com

We appreciate Alverton's continued cooperation and prompt attention to the matters set forth herein. Given the tight closing timeline, we would be grateful if you could confirm at your earliest convenience (and in any event no later than May 7, 2025) your receipt of this letter and your ability to deliver the draft Initial Comfort Letter by May 9, 2025, and the executed Comfort Letters on the Closing Date of May 15, 2025.

Should Alverton anticipate any difficulties in meeting the foregoing timeline, or should you have any preliminary questions regarding the scope of the comfort procedures described in this letter, we would appreciate your notifying us immediately so that we may address any issues in advance of the Closing Date.

We look forward to working with you and your team on this matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Jennifer Kwon Partner

cc:

Deepa Rajaram, Chief Financial Officer, Dunmore Energy Holdings Ltd. Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd. Thomas Whitford, Head of Energy Capital Markets, Ridgeline Capital Markets LLC Simone Achterberg, Coverage Banker, Ridgeline Capital Markets LLC Derek Holmgren, Coverage Banker, Clarion Securities Inc. Julia Song, Coverage Banker, Pinnacle Partners LLC Harrison Cates, Whitfield Baxter & Cohn LLP Theodore Langston, Calderwood & Harkness LLP Eric Johannsen, Calderwood & Harkness LLP Claire Dempsey, Calderwood & Harkness LLP

Encl. (as stated in Section 9 above)

Financial Metric	FY 2024 Amount
Revenue	$2,140,000,000
EBITDA	$816,000,000
Net income	$294,000,000
Total assets	$4,870,000,000
Capital expenditures	$387,000,000
Total debt (pre-Offering)	$1,320,000,000
Cash and cash equivalents	$185,000,000
Asset / Region	Total Proved Reserves (MMboe)	PV-10 ($ millions)
OML 47 (Nigeria)	142.6	$2,840
OML 63 (Nigeria)	87.3	$1,620
Cayar Offshore (Senegal)	64.1	$1,190
GoM — Green Canyon / Garden Banks	51.8	$1,050
Total	345.8	$6,700

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017
Telephone: (212) 450-4000 Facsimile: (212) 450-4800
Matter No.: 1016-00003
May 12, 2025
Graham Stillwell Lead Engagement Partner Alverton & Co. LLP 30 Rockefeller Plaza New York, NY 10112
Re: Request for Comfort Letters in Connection with the Offering of $850,000,000 Aggregate Principal Amount of 9.375% Senior Secured Notes due 2032 of Dunmore Energy Holdings Ltd. and Dunmore upstream Finance Corp.
Dear Mr. Stillwell:
1. Introduction and Engagement Context
Calderwood & Harkness LLP serves as counsel to Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands ("DEH" or the "Company"), and Dunmore upstream Finance Corp., a Delaware corporation ("DUFC" and, together with DEH, the "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"). The Notes will be senior secured obligations of the Issuers, ranking pari passu in right of payment with all existing and future senior indebtedness of the Issuers and secured on a first-priority basis by the Collateral (as defined in the Indenture).
The Notes are being offered pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs") within the meaning of Rule 144A, and pursuant to Regulation S under the Securities Act to persons other than "U.S. persons" (as defined in Regulation S) in offshore transactions. The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Notes are being purchased by the following initial purchasers (collectively, the "Initial Purchasers"): Ridgeline Capital Markets LLC, acting as Lead Left Bookrunner ("Ridgeline"); Clarion Securities Inc., acting as Joint Bookrunner ("Clarion"); and Pinnacle Partners LLC, acting as Co-Manager ("Pinnacle"), pursuant to a Purchase Agreement dated as of May 12, 2025 (the "Purchase Agreement") among the Issuers, the guarantors party thereto, and the Initial Purchasers.
In connection with the Offering, the Issuers have prepared a Preliminary Offering Memorandum dated April 28, 2025 (the "Preliminary OM") and expect to prepare a Final Offering Memorandum dated May 14, 2025 (the "Final OM" and, together with the Preliminary OM, the "Offering Memorandum" or the "OM"). The Offering Memorandum contains and incorporates by reference the consolidated financial statements and certain financial data of DEH and its consolidated subsidiaries that have been audited or reviewed by Alverton & Co. LLP ("Alverton" or the "Firm") in its capacity as the independent registered public accounting firm of DEH and its consolidated subsidiaries.
We understand that Alverton has served as the independent auditor of DEH and its consolidated subsidiaries for each of the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024, and that Alverton's relationship with the Company is ongoing. The purpose of this letter is to set forth, in detail, our request that Alverton deliver comfort letters in connection with the Offering, as described more fully below.
2. Purpose and Basis of Request
We are writing to request that Alverton deliver two comfort letters in accordance with the standards established in AU-C Section 920 (Letters for Underwriters and Certain Other Requesting Parties) of the AICPA Professional Standards (as revised and in effect as of the date hereof):
(a) An initial comfort letter (the "Initial Comfort Letter") dated as of the closing date of the Offering, May 15, 2025 (the "Closing Date"), addressed to (i) the Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC) and (ii) Calderwood & Harkness LLP, as counsel to the Issuers; and
(b) A bring-down comfort letter (the "Bring-Down Comfort Letter" and, together with the Initial Comfort Letter, the "Comfort Letters") also dated as of the Closing Date, May 15, 2025, updating the Initial Comfort Letter to the Closing Date and confirming that no changes have occurred in the specified financial items during the bring-down period, as described more fully in Section 4 of this letter.
While the Offering is a Rule 144A/Regulation S private placement and not a registered offering under the Securities Act, the Initial Purchasers and issuer's counsel are requesting the delivery of the Comfort Letters as a condition to the closing of the Offering under the Purchase Agreement. The delivery of comfort letters in connection with unregistered offerings of this nature is consistent with customary market practice for offerings of this size and type, and AU-C Section 920 expressly contemplates the issuance of comfort letters in connection with offerings exempt from registration under the Securities Act, provided that the requesting parties are eligible under the standards set forth therein.
Section 8(f) of the Purchase Agreement requires, as a condition to the obligation of the Initial Purchasers to purchase the Notes, the delivery by Alverton of (i) a comfort letter dated as of the Closing Date addressed to the Initial Purchasers and issuer's counsel, and (ii) a bring-down comfort letter dated as of the Closing Date, each in form and substance reasonably satisfactory to the Initial Purchasers and their counsel, Whitfield Baxter & Cohn LLP. We have enclosed with this letter a draft of the Purchase Agreement with the relevant closing condition provisions highlighted for your reference.
3. Scope of the Initial Comfort Letter
We request that the Initial Comfort Letter address the following matters:
3.1 Independence.  The Initial Comfort Letter should contain a statement confirming that Alverton & Co. LLP is an independent public accounting firm with respect to Dunmore Energy Holdings Ltd. and its consolidated subsidiaries within the meaning of Rule 101 of the AICPA Code of Professional Conduct and its interpretations and rulings, as well as the applicable rules and regulations adopted by the Securities and Exchange Commission (the "SEC") and the Public Company Accounting Oversight Board (the "PCAOB"). Although DEH is not currently a reporting company under the Securities Exchange Act of 1934, as amended, the independence confirmation under SEC and PCAOB standards is being requested because the Offering Memorandum states that the audited consolidated financial statements included therein were audited in accordance with the standards of the PCAOB (United States), and the Initial Purchasers require such confirmation as a component of their due diligence investigation.
3.2 Audited Financial Statements
The Initial Comfort Letter should contain a statement confirming that Alverton has audited the following consolidated financial statements of Dunmore Energy Holdings Ltd. included in the Offering Memorandum:
(i) the consolidated balance sheet of Dunmore Energy Holdings Ltd. and its subsidiaries as of December 31, 2024;
(ii) the consolidated balance sheet of Dunmore Energy Holdings Ltd. and its subsidiaries as of December 31, 2023;
(iii) the consolidated statements of operations of Dunmore Energy Holdings Ltd. and its subsidiaries for each of the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022;
(iv) the consolidated statements of comprehensive income of Dunmore Energy Holdings Ltd. and its subsidiaries for each of the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022;
(v) the consolidated statements of changes in equity of Dunmore Energy Holdings Ltd. and its subsidiaries for each of the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022;
(vi) the consolidated statements of cash flows of Dunmore Energy Holdings Ltd. and its subsidiaries for each of the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022; and
(vii) the notes to the consolidated financial statements accompanying the foregoing.
The Initial Comfort Letter should confirm that such audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and that Alverton issued an unqualified (i.e., "clean") audit opinion with respect to such consolidated financial statements, without any explanatory paragraph, going-concern qualification, or scope limitation.
For reference, the key audited financial data for the fiscal year ended December 31, 2024 (as set forth in the audited consolidated financial statements and as referenced throughout the Offering Memorandum) include the following:
We expect the Comfort Letters to address the derivation and accuracy of such amounts as they appear in various sections of the Offering Memorandum, as described more fully in Section 3.5 below.
3.3 Unaudited Interim Financial Statements
To the extent that the Offering Memorandum contains unaudited interim consolidated financial statements of DEH and its subsidiaries (for example, for the fiscal quarter ended March 31, 2025, and the comparable quarter ended March 31, 2024), we request that the Initial Comfort Letter include a confirmation that Alverton performed a review of such unaudited interim consolidated financial statements in accordance with AU-C Section 930 (Interim Financial Information) of the AICPA Professional Standards, as adopted by the PCAOB.
In addition, we request confirmation that such review did not indicate that any material modifications should be made to the unaudited interim consolidated financial statements for them to conform with accounting principles generally accepted in the United States of America ("U.S. GAAP"). If the Offering Memorandum does not include unaudited interim financial statements as of a date more recent than December 31, 2024, this section of the Comfort Letter may be omitted or appropriately modified, and we would ask that Alverton notify us promptly if this is the case so that we may adjust the scope of this request accordingly.
3.4 Pro Forma Financial Information
We request that the Initial Comfort Letter set forth the procedures applied by Alverton with respect to the unaudited pro forma condensed consolidated financial information included in the Offering Memorandum, which gives effect to the following transactions (collectively, the "Transactions"):
(i) the issuance by the Issuers of the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 at an issue price of 98.50% of par, resulting in gross proceeds to the Issuers of $837,250,000 (reflecting original issue discount of $12,750,000);
(ii) the application of a portion of the net proceeds of the Offering to the partial repayment of $450,000,000 of the existing 7.50% Senior Unsecured Notes due 2028 (the "Existing 2028 Notes"), which Existing 2028 Notes were originally issued in an aggregate principal amount of $850,000,000 and have an October 2028 maturity, leaving $400,000,000 of the Existing 2028 Notes outstanding following the Offering; and
(iii) the application of the remaining net proceeds of the Offering as described in the "Use of Proceeds" section of the Offering Memorandum.
The pro forma financial information set forth in the Offering Memorandum reflects the following pro forma debt and leverage metrics, and we request that Alverton verify the arithmetical accuracy thereof:
•  Pro forma total debt of $1,720,000,000, consisting of (a) $470,000,000 drawn under the ABL Revolver, (b) $400,000,000 of remaining Existing 2028 Notes, and (c) $850,000,000 of the Notes;
•  Pro forma gross leverage ratio of 2.11x, calculated as pro forma total debt of $1,720,000,000 divided by EBITDA of $816,000,000 for the fiscal year ended December 31, 2024;
•  Pro forma net leverage ratio of 1.88x, calculated as pro forma net debt of $1,535,000,000 (pro forma total debt of $1,720,000,000 less cash and cash equivalents of $185,000,000) divided by EBITDA of $816,000,000 for the fiscal year ended December 31, 2024.
We request that the Initial Comfort Letter confirm that (a) the pro forma adjustments described in the Offering Memorandum are arithmetically accurate, (b) such adjustments have been properly applied to the historical financial data, and (c) the pro forma financial information has been prepared on a basis that is reasonable and consistent with the assumptions described in the accompanying notes to such pro forma financial information. We further request confirmation that the pro forma adjustments are directly attributable to the Transactions and are factually supportable, and that the pro forma financial information complies with the applicable requirements of Article 11 of Regulation S-X to the extent the Company has elected to follow such guidance as a framework for the preparation of the pro forma financial information.
3.5 Financial Data and Statistics in the Offering Memorandum
We request that Alverton perform agreed-upon procedures with respect to certain financial data, amounts, percentages, and statistics appearing in the text of the Offering Memorandum (other than in the financial statements and notes thereto), to confirm that such amounts agree with, or have been correctly derived or computed from, the audited consolidated financial statements, the unaudited interim consolidated financial statements (if applicable), and/or the underlying accounting records of the Company. Without limiting the foregoing, we request that Alverton's procedures cover the following items:
(a) Revenue, EBITDA, EBITDA margin, net income, capital expenditures, total assets, total debt, net debt, and cash and cash equivalents figures appearing in the following sections of the Offering Memorandum: the "Summary" section, the "Selected Historical Consolidated Financial Data" section, the "Capitalization" section, the "Use of Proceeds" section, and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section. For the avoidance of doubt, the EBITDA margin of 38.1% referenced in the Offering Memorandum is calculated as EBITDA of $816,000,000 divided by revenue of $2,140,000,000, and we request confirmation that such calculation is arithmetically accurate.
(b) Semi-annual interest payment amount of $39,843,750 with respect to the Notes, calculated as $850,000,000 multiplied by 9.375% divided by 2, and annual interest expense of $79,687,500 with respect to the Notes, calculated as $850,000,000 multiplied by 9.375%. We request confirmation that the foregoing amounts are arithmetically accurate.
(c) Original issue discount of $12,750,000, calculated as 1.50% multiplied by $850,000,000 aggregate principal amount.
(d) Gross spread of $17,000,000, representing the Initial Purchasers' discount of 2.00% multiplied by $850,000,000 aggregate principal amount, payable to the Initial Purchasers on the Closing Date.
(e) Total estimated offering costs of $22,500,000, consisting of the gross spread of $17,000,000 plus estimated offering expenses of approximately $5,500,000 (including legal fees, accounting fees, printing costs, trustee fees, rating agency fees, and miscellaneous expenses).
(f) Use of proceeds allocation as set forth in the "Use of Proceeds" section of the Offering Memorandum:
(i) $450,000,000 for the partial repayment of the Existing 2028 Notes;
(ii) $250,000,000 for Cayar Offshore Phase II development capital expenditures;
(iii) $114,750,000 for general corporate purposes (including working capital); and
(iv) $22,500,000 for estimated fees and expenses of the Offering,
totaling $837,250,000 in gross proceeds.
We request confirmation that the foregoing use of proceeds amounts are arithmetically accurate and total to $837,250,000, which equals the gross proceeds of the Offering (i.e., $850,000,000 multiplied by the issue price of 98.50%).
(g) Existing indebtedness data as set forth in the "Description of Other Indebtedness" section and elsewhere in the Offering Memorandum, including the following:
(i) the ABL Revolving Credit Facility (the "ABL Revolver"), with a total commitment amount of $750,000,000, of which $470,000,000 is currently drawn as of the most recent date specified in the Offering Memorandum, bearing interest at a rate of Adjusted Term SOFR plus 275 basis points, with a maturity date of June 2028, under a credit agreement with Velthorn National Bank, N.A., as administrative agent; and
(ii) the Existing 2028 Notes, originally issued in an aggregate principal amount of $850,000,000, bearing interest at a rate of 7.50% per annum, with a maturity date of October 2028, of which $400,000,000 will remain outstanding following the application of the net proceeds of the Offering.
We request confirmation that the foregoing amounts agree with the Company's accounting records and, where applicable, with the audited consolidated financial statements or notes thereto.
(h) Fixed charge coverage ratio of 7.10x as cited in the Offering Memorandum. We request that Alverton confirm that such ratio has been correctly computed from the underlying financial data appearing in the audited consolidated financial statements and/or the accounting records of the Company, and that the method of calculation is consistent with the description thereof set forth in the Offering Memorandum.
With respect to each of the foregoing items, we request that Alverton compare such amounts against the audited consolidated financial statements of DEH and its consolidated subsidiaries, the unaudited interim consolidated financial statements (if applicable), and/or the accounting records of the Company, and confirm that such amounts agree with or have been correctly derived or computed from such sources. To the extent any such amount does not so agree, or has not been so derived, we request that Alverton identify such discrepancy in the Initial Comfort Letter.
3.6 Certain Tabular and Statistical Data
We request that Alverton perform agreed-upon procedures with respect to certain statistical and tabular data relating to the Company's proved oil and gas reserves and PV-10 values, to the extent that such data is derived from, reconciled to, or otherwise reflected in the Company's financial statements or accounting records. As set forth in the Offering Memorandum, the Company's independent reserve engineers, Duval Howard & Partners ("DHP"), prepared a reserves report as of December 31, 2024 (the "DHP Reserves Report"), which reported the following:
We note that Alverton is not being asked to opine on the reserves estimates themselves, which are the responsibility of Duval Howard & Partners as the Company's independent petroleum engineers and which are outside the scope of Alverton's professional expertise. Rather, we request only that Alverton perform procedures to confirm the arithmetical accuracy of the financial data derived from or reconciled to such reserves estimates as such data appears in the Offering Memorandum — including, for example, the computation of PV-10 values as derived from future net revenue estimates, the allocation of proved reserve quantities by asset, and the reconciliation of any reserves-related amounts to financial statement data (such as the standardized measure of discounted future net cash flows or depletion, depreciation, and amortization amounts).
3.7 Capsule Information / Subsequent Period Data
To the extent that the Offering Memorandum contains "capsule" financial information for any interim period or periods subsequent to the latest audited or reviewed period (including, without limitation, estimated or preliminary revenue, EBITDA, net income, or other financial data for the fiscal quarter ended March 31, 2025, or any subsequent month or period), we request that Alverton read such capsule information and perform limited procedures thereon, including inquiries of certain officials of the Company who have responsibility for financial and accounting matters regarding whether such capsule information is stated on a basis substantially consistent with the financial presentation of the corresponding items in the audited or reviewed financial statements. We understand that the nature and extent of the procedures that Alverton may perform with respect to capsule information may be more limited than those applicable to audited or reviewed financial statements, and we recognize that Alverton will describe any such limitations in the Comfort Letters.
4. Scope of the Bring-Down Comfort Letter
We request that the Bring-Down Comfort Letter be dated as of the Closing Date, May 15, 2025, and that it update and confirm the statements and procedures set forth in the Initial Comfort Letter through the "Bring-Down Date," which shall be a date not more than five (5) business days prior to the Closing Date (i.e., not earlier than May 8, 2025).
Specifically, we request that the Bring-Down Comfort Letter confirm that, with respect to the period from the cut-off date used for the Initial Comfort Letter through the Bring-Down Date, and based on the performance of the procedures described in AU-C Section 920:
(a) there has been no decrease in any of the following items of the Company on a consolidated basis, as compared to the amounts shown in the latest balance sheet of the Company included in the Offering Memorandum: (i) stockholders' equity (total equity), (ii) total assets, and (iii) net current assets (current assets less current liabilities);
(b) there has been no increase in total debt or net debt of the Company on a consolidated basis, as compared to the amounts shown in the latest balance sheet of the Company included in the Offering Memorandum; and
(c) there has been no decrease in revenue, EBITDA, or net income of the Company on a consolidated basis for the applicable period as compared to the corresponding amounts for the comparable period in the preceding fiscal year (or such other comparison periods as may be agreed among the parties).
The foregoing negative assurance is to be given except for changes, increases, or decreases that the Offering Memorandum discloses have occurred or may occur, or that are described in the Bring-Down Comfort Letter itself. We recognize that the Bring-Down Comfort Letter will necessarily be based in part on inquiries made of officials of the Company and on a reading of certain limited information, and that Alverton will include customary limitations and disclaimers as to the scope of such procedures.
We further request that the Bring-Down Comfort Letter reaffirm Alverton's independence as described in Section 3.1 above as of the Closing Date, and confirm that, as of the date of the Bring-Down Comfort Letter, nothing has come to Alverton's attention that would cause it to modify or withdraw any of the statements made in the Initial Comfort Letter.
5. Addressees and Reliance
We request that the Comfort Letters be addressed to the following parties:
(a) Ridgeline Capital Markets LLC (as Lead Initial Purchaser and Lead Left Bookrunner) 383 Madison Avenue, 22nd Floor New York, NY 10179
(b) Clarion Securities Inc. (as Joint Bookrunner) One Financial Center Boston, MA 02111
(c) Pinnacle Partners LLC (as Co-Manager) 200 West Street, Suite 4400 New York, NY 10282
(d) Calderwood & Harkness LLP (as counsel to the Issuers) 425 Lexington Avenue New York, NY 10017
In addition, please note that Whitfield Baxter & Cohn LLP, located at 51 West 52nd Street, New York, NY 10019, is serving as counsel to the Initial Purchasers in connection with the Offering (the lead partner responsible for the engagement being Harrison Cates). Whitfield Baxter & Cohn LLP may request to be named as an additional addressee of the Comfort Letters or, in the alternative, may request that Alverton deliver a separate reliance letter authorizing Whitfield Baxter & Cohn LLP to rely upon the Comfort Letters in connection with its role as counsel to the Initial Purchasers. We will confirm with Mr. Cates and his team which form of reliance they prefer and will communicate their preference to you promptly.
The Comfort Letters are being requested for the benefit of the Initial Purchasers and their counsel in connection with their due diligence investigation of the Company and the Issuers under the Purchase Agreement. The Comfort Letters are a customary component of the due diligence process for offerings of this nature and are intended to assist the Initial Purchasers in establishing a reasonable-investigation defense under applicable securities laws.
6. Form of Comfort Letter
We request that the Comfort Letters be substantially in the form of Example A (applicable to a non-registered offering to be sold pursuant to an exemption from the registration requirements of the Securities Act) as set forth in AU-C Section 920 of the AICPA Professional Standards, with such modifications as may be necessary or appropriate to reflect the specific facts and circumstances of the Offering, the particular financial data and information contained in the Offering Memorandum, and the scope of procedures described in this letter.
In order to ensure that the form and substance of the Comfort Letters are satisfactory to all parties prior to the Closing Date, we respectfully request that Alverton provide a draft of the Initial Comfort Letter for review by Calderwood & Harkness LLP and by Whitfield Baxter & Cohn LLP (as counsel to the Initial Purchasers) no later than May 9, 2025. This will allow sufficient time for the parties to review the draft, to raise any questions regarding the form, scope, or substance of the proposed comfort procedures, and to resolve any open issues prior to the Closing Date.
We note that the Initial Purchasers' counsel, Whitfield Baxter & Cohn LLP, may have additional comments on the form and substance of the Comfort Letters. To the extent that Whitfield Baxter & Cohn LLP communicates any such comments to Alverton, we request that copies of such communications also be provided to Calderwood & Harkness LLP so that we may coordinate the review process and ensure consistency among the parties' requirements.
7. Specific Sections and Pages of the Offering Memorandum
Set forth below is a list of the specific sections of the Offering Memorandum to which the comfort letter procedures described herein should apply. We note that the page references set forth below are based on the draft Preliminary Offering Memorandum dated April 28, 2025, and may be subject to change upon finalization of the Final Offering Memorandum. We will confirm the final pagination with you and, if necessary, provide updated circle-up pages reflecting any changes in the Final OM.
(i) Cover Page — including the pricing summary, aggregate principal amount ($850,000,000), coupon rate (9.375%), issue price (98.50%), original issue discount, and maturity date (2032);
(ii) "Summary" — including the financial highlights, capitalization summary, and pro forma indebtedness data;
(iii) "Risk Factors" — to the extent that specific financial data, amounts, percentages, or statistics appear in the risk factor disclosure (but not to the narrative discussion of risks generally);
(iv) "Use of Proceeds" — including the allocation of gross proceeds among the specified uses;
(v) "Capitalization" — including the historical and as-adjusted capitalization table and the related footnotes;
(vi) "Selected Historical Consolidated Financial Data" — including the historical financial data for each of the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022;
(vii) "Unaudited Pro Forma Condensed Consolidated Financial Data" — including the pro forma adjustments and the resulting pro forma financial data;
(viii) "Management's Discussion and Analysis of Financial Condition and Results of Operations" — including all financial data, amounts, percentages, ratios, and statistics appearing therein;
(ix) "Business" — to the extent that financial data, reserves data reconciled to financial statement amounts, or production statistics derived from the Company's accounting records appear in such section (including, without limitation, asset-level PV-10 values, proved reserve quantities, and production volumes to the extent such data has been reconciled to or derived from the Company's books and records);
(x) "Description of Other Indebtedness" — including the description of the ABL Revolver (commitment, drawn amount, interest rate, maturity) and the Existing 2028 Notes (outstanding principal, interest rate, maturity); and
(xi) Index to Financial Statements and the audited and reviewed consolidated financial statements themselves, including the notes thereto.
In addition to the foregoing, we have enclosed with this letter a set of "circle-up" pages based on the draft Preliminary OM, identifying the specific financial data, amounts, and percentages for which agreed-upon procedures are requested. We will provide updated circle-up pages based on the Final OM as promptly as practicable following its completion.
8. Timing and Delivery
We respectfully request that the following timeline be observed with respect to the preparation and delivery of the Comfort Letters:
(a) Draft Initial Comfort Letter: To be delivered to Calderwood & Harkness LLP and Whitfield Baxter & Cohn LLP no later than May 9, 2025.
(b) Executed Initial Comfort Letter and Bring-Down Comfort Letter: To be delivered on the Closing Date, May 15, 2025, simultaneously with the closing of the Offering and the delivery of the Notes to the Initial Purchasers.
Delivery of the executed Comfort Letters shall be made (i) in PDF format via email to each of the addressees, and (ii) in executed original form by hand delivery or overnight courier to each addressee at the addresses set forth in Section 5 above.
In addition, we request that copies of the executed Comfort Letters (including any draft versions circulated for review) be provided to each of the following individuals:
•  Jennifer Kwon, Calderwood & Harkness LLP — jennifer.kwon@calderwoodharkness.com
•  Eric Johannsen, Calderwood & Harkness LLP — eric.johannsen@calderwoodharkness.com
•  Harrison Cates, Whitfield Baxter & Cohn LLP
•  Deepa Rajaram, Chief Financial Officer, Dunmore Energy Holdings Ltd., 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056
•  Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd., 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056
9. Enclosures
For your reference and convenience, the following documents are enclosed with this letter:
(a) A copy of the draft Preliminary Offering Memorandum dated April 28, 2025, marked to show the specific sections and pages containing financial data, amounts, percentages, and statistics that are subject to the comfort procedures described herein;
(b) A draft of the Purchase Agreement among the Issuers, the guarantors party thereto, and the Initial Purchasers, with the relevant closing condition provisions (including Section 8(f)) highlighted for your reference; and
(c) Circle-up pages identifying the specific financial data, amounts, and percentages appearing in the Preliminary OM for which agreed-upon procedures are requested, organized by section of the Offering Memorandum, with cross-references to the corresponding financial statement line items or accounting records from which such data are derived.
We will supplement the foregoing enclosures with updated materials reflecting the Final OM when it becomes available.
10. Contact Information and Closing
We request that Alverton direct any questions, comments, or requests for clarification regarding the matters set forth in this letter to the following individuals at Calderwood & Harkness LLP:
Jennifer Kwon Partner, Capital Markets Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Telephone: (212) 450-4263
Email: jennifer.kwon@calderwoodharkness.com
Eric Johannsen Lead Associate, Capital Markets Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Telephone: (212) 450-4587
Email: eric.johannsen@calderwoodharkness.com
We appreciate Alverton's continued cooperation and prompt attention to the matters set forth herein. Given the tight closing timeline, we would be grateful if you could confirm at your earliest convenience (and in any event no later than May 7, 2025) your receipt of this letter and your ability to deliver the draft Initial Comfort Letter by May 9, 2025, and the executed Comfort Letters on the Closing Date of May 15, 2025.
Should Alverton anticipate any difficulties in meeting the foregoing timeline, or should you have any preliminary questions regarding the scope of the comfort procedures described in this letter, we would appreciate your notifying us immediately so that we may address any issues in advance of the Closing Date.
We look forward to working with you and your team on this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Jennifer Kwon Partner
cc:
Deepa Rajaram, Chief Financial Officer, Dunmore Energy Holdings Ltd. Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd. Thomas Whitford, Head of Energy Capital Markets, Ridgeline Capital Markets LLC Simone Achterberg, Coverage Banker, Ridgeline Capital Markets LLC Derek Holmgren, Coverage Banker, Clarion Securities Inc. Julia Song, Coverage Banker, Pinnacle Partners LLC Harrison Cates, Whitfield Baxter & Cohn LLP Theodore Langston, Calderwood & Harkness LLP Eric Johannsen, Calderwood & Harkness LLP Claire Dempsey, Calderwood & Harkness LLP
Encl. (as stated in Section 9 above)
Financial Metric | FY 2024 Amount
Revenue | $2,140,000,000
EBITDA | $816,000,000
Net income | $294,000,000
Total assets | $4,870,000,000
Capital expenditures | $387,000,000
Total debt (pre-Offering) | $1,320,000,000
Cash and cash equivalents | $185,000,000
Asset / Region | Total Proved Reserves (MMboe) | PV-10 ($ millions)
OML 47 (Nigeria) | 142.6 | $2,840
OML 63 (Nigeria) | 87.3 | $1,620
Cayar Offshore (Senegal) | 64.1 | $1,190
GoM — Green Canyon / Garden Banks | 51.8 | $1,050
Total | 345.8 | $6,700

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017

CALDERWOOD & HARKNESS LLP

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