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

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

MEMORANDUM

TO: File — Matter No. 1016-00003

FROM: Eric Johannsen and Claire Dempsey, under the supervision of Jennifer Kwon

DATE: May 14, 2025

RE: Offering Memorandum Backup Memorandum — Dunmore Energy Holdings Ltd. / Dunmore upstream Finance Corp. — $850,000,000 9.375% Senior Secured Notes due 2032 — Factual Basis and Source Documentation for Material Statements in the Final Offering Memorandum dated May 14, 2025

PURPOSE: This memorandum documents the factual basis and source for each material statement in the Final Offering Memorandum (the "OM") in support of the 10b-5 negative assurance letter delivered by Calderwood & Harkness LLP ("C&H" or the "Firm") to Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC (collectively, the "Initial Purchasers"). This memorandum should be read together with the Due Diligence Memoranda, ESG Data Verification Checklist, Sanctions Screening Results Summary, and the OM itself.

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I. INTRODUCTION AND SCOPE

A. Purpose of Memorandum

This memorandum has been prepared by the engagement team of Calderwood & Harkness LLP for the purpose of identifying and cross-referencing the source documentation for every material factual statement contained in the Final Offering Memorandum dated May 14, 2025 (the "OM" or the "Final OM"), relating to the offering by Dunmore Energy Holdings Ltd. ("DEH" or the "Issuer") and Dunmore upstream Finance Corp. ("DUFC" or the "Co-Issuer," and together with DEH, the "Issuers") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes").

The principal objectives of this memorandum are as follows:

(a) To identify and cross-reference the source documentation for every material factual statement in the Final OM dated May 14, 2025, organized by section of the OM in the order in which such statements appear;

(b) To support the customary 10b-5 negative assurance letter (pursuant to Rule 10b-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) addressed to the Initial Purchasers in connection with the closing of the offering on May 15, 2025; and

(c) To confirm that nothing came to the attention of counsel, based on participation in the preparation of the OM and the due diligence process described herein, that would cause counsel to believe that the OM contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial statements, financial schedules, notes thereto, and other financial and statistical data included or incorporated by reference therein, as to which no view is expressed).

This memorandum is intended to constitute the Firm's internal record of the factual support for the 10b-5 negative assurance letter and is maintained in the permanent files of Calderwood & Harkness LLP as attorney work product. It is not intended for delivery to or reliance by any third party.

B. Methodology

The review documented in this memorandum was conducted by Claire Dempsey (Associate, Capital Markets) and Eric Johannsen (Associate, Capital Markets), under the supervision of Jennifer Kwon (Partner, Capital Markets), who serves as the Responsible Partner for this engagement.

The methodology employed in the preparation of this memorandum involved the systematic cross-referencing of each material statement in the OM against the following categories of source documentation:

(i) Management representations and certificates, including the Officers' Certificate to be delivered at closing, management questionnaires, and oral representations made during due diligence sessions;

(ii) Audited consolidated financial statements of Dunmore Energy Holdings Ltd. and its subsidiaries for the fiscal year ended December 31, 2024, prepared by Alverton & Co. LLP (Graham Stillwell, Lead Engagement Partner), together with unaudited interim financial statements for the three months ended March 31, 2025;

(iii) Reserves reports prepared by Duval Howard & Partners (Dr. Evelyn Marchetti, Lead Consultant) as of December 31, 2024, covering all proved reserves of the Dunmore group;

(iv) ESG data provided by Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, Lead Consultant), as verified pursuant to the ESG Data Verification Checklist;

(v) Sanctions screening results provided by Sandoval Compliance Solutions LLC (Rosa Medina, Lead Consultant), as analyzed in the Sanctions Screening Results Summary;

(vi) Corporate and organizational documents of the Issuers and each Guarantor subsidiary reviewed during the course of due diligence, as detailed in the DD Memo — Corporate and Organizational;

(vii) Regulatory filings, permits, licenses, and approvals, as detailed in the DD Memo — Regulatory and Licensing; and

(viii) Publicly available information, including regulatory filings, press releases, industry data, and third-party publications, to the extent relied upon in the OM or used to corroborate other source materials.

In addition to the foregoing document review, separate management due diligence sessions were held with senior management of Dunmore, including Marcus Ellingham (Chief Executive Officer), Deepa Rajaram (Chief Financial Officer), and Alistair Forde (General Counsel), on multiple dates during the period from April 14, 2025 through May 14, 2025. A complete schedule of these sessions, including dates, attendees, and topics covered, is set forth in Appendix C to this memorandum. The engagement team also participated in drafting sessions, comment review calls, and verification calls with third-party experts and advisors throughout the preparation of the OM.

C. Limitations

The scope of this memorandum is subject to the following limitations and qualifications:

(a) This memorandum does not independently verify projections, forward-looking statements, or statements of opinion contained in the OM. Such statements, including but not limited to production forecasts, reserve estimates as to probable and possible reserves (as distinguished from proved reserves), and management's expectations regarding future capital expenditure requirements, operating results, and market conditions, are covered by cautionary language and safe harbor disclosures in the OM. The adequacy and appropriateness of such cautionary language is addressed separately in the Safe Harbor and Forward-Looking Statements Analysis Memorandum prepared by this engagement team.

(b) Financial data has been verified only against Alverton & Co. LLP's audited consolidated financial statements for the fiscal year ended December 31, 2024, and unaudited interim consolidated financial statements for the three months ended March 31, 2025. To the extent the OM includes or references financial data for prior fiscal years, such data has been verified against the corresponding audited financial statements previously filed or made available but has not been subjected to the same level of verification procedures as the FY 2024 data.

(c) Reserves data has been verified only against the Duval Howard & Partners reserves reports as of December 31, 2024. No independent engineering or geological assessment of reserves has been undertaken by C&H, and no opinion is expressed as to the accuracy, completeness, or reasonableness of the reserves estimates themselves. C&H has relied upon the qualifications and expertise of Duval Howard & Partners as represented in their engagement letter and the professional certifications of Dr. Evelyn Marchetti.

(d) Local law matters have been reviewed on the basis of opinions and advice provided by qualified local counsel in each relevant jurisdiction (Cayman Islands, Nigeria, Senegal, and England and Wales). C&H does not opine on matters of Cayman Islands, Nigerian, Senegalese, or English law.

(e) The sanctions and OFAC screening was completed as of April 25, 2025. A bring-down screening has been requested for the closing date of May 15, 2025, the results of which are to be confirmed prior to closing.

II. COVER PAGE AND SUMMARY OF THE OFFERING

A. Issuer / Co-Issuer Identification

Statement in the OM: The OM identifies the Issuer as Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands, and the Co-Issuer as Dunmore upstream Finance Corp., a Delaware corporation.

Source and Verification:

The identification and legal status of the Issuer were verified against the following sources:

• Cayman Islands Registrar of Companies — Certificate of Incorporation of Dunmore Energy Holdings Ltd., Registry No. MC-384726, dated March 12, 2018, reflecting DEH's incorporation as an exempted company with limited liability under the Companies Act (As Revised) of the Cayman Islands. A certified copy of the certificate was obtained from the Registrar on April 16, 2025 and is maintained in the due diligence files.

• Cayman Islands Certificate of Good Standing — Obtained April 22, 2025, confirming that DEH is in good standing under the laws of the Cayman Islands as of such date.

• Delaware Secretary of State — Certificate of Incorporation of Dunmore upstream Finance Corp. (EIN: 93-4728106), filed on September 8, 2020, as a corporation organized under the General Corporation Law of the State of Delaware. A certified copy was obtained from the Delaware Secretary of State's office on April 17, 2025.

• Delaware Certificate of Good Standing — Obtained April 17, 2025, confirming that DUFC is in good standing under the laws of the State of Delaware as of such date.

• DD Memo — Corporate and Organizational — The organizational documents, including the Memorandum and Articles of Association of DEH and the Certificate of Incorporation and Bylaws of DUFC, were reviewed and confirmed as part of the corporate due diligence process, as documented in the DD Memo — Corporate and Organizational dated May 1, 2025.

B. Offering Terms

Statements in the OM: The OM sets forth the terms of the Notes on the cover page and in the "Summary of the Offering" and "Description of Notes" sections. The following material terms were verified:

• Aggregate principal amount: $850,000,000

• Coupon: 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year

• Semi-annual interest payment amount: $39,843,750 (calculated as $850,000,000 × 9.375% ÷ 2)

• Issue price: 98.50% of par value; resulting in gross proceeds to the Issuers of $837,250,000 (calculated as $850,000,000 × 98.50%)

• Original issue discount ("OID"): 1.50% of par, or $12,750,000 (calculated as $850,000,000 × 1.50%)

• Maturity date: May 1, 2032

• First interest payment date: November 1, 2025

• CUSIP (144A): 265387 AA 5

• CUSIP (Reg S): C2085R AA 2

• ISIN (144A): US265387AA51

• ISIN (Reg S): USC2085RAA24

• Minimum denomination: $2,000 and integral multiples of $1,000 in excess thereof

• Placement: Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs"); and Regulation S under the Securities Act to non-U.S. persons (as defined in Regulation S)

• Governing law: State of New York

Source and Verification:

Each of the foregoing terms was verified against:

• Board Resolutions of DEH and DUFC — Resolutions of the Board of Directors of DEH dated April 10, 2025 and the Board of Directors of DUFC dated April 10, 2025, authorizing the issuance of the Notes on the terms described above, including the authorized aggregate principal amount, coupon rate, maturity date, and issue price.

• Purchase Agreement — The Purchase Agreement dated May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, setting forth the terms of the offering, the issue price, and the initial purchaser discount and commissions, as well as the representations, warranties, and closing conditions applicable to the offering.

• Pricing Confirmation — Email pricing confirmation received from Thomas Whitford of Ridgeline Capital Markets LLC on May 8, 2025, at 4:47 PM Eastern Time, confirming the final pricing of 9.375% coupon at 98.50% of par.

• DTC Eligibility Confirmation — Confirmation from The Depository Trust Company that the Notes are eligible for book-entry settlement through DTC, including assignment of the CUSIP and ISIN numbers referenced above.

The arithmetic calculations of the semi-annual interest payment ($39,843,750), gross proceeds ($837,250,000), and OID ($12,750,000) were independently verified by Eric Johannsen and Claire Dempsey and are mathematically correct based on the stated principal amount, coupon rate, and issue price.

C. Ratings

Statement in the OM: The OM states that the Notes have received the following preliminary ratings: Preliminary B2 with a Stable Outlook from Lodestar Ratings International (Catherine Irvine, Lead Analyst) and Preliminary B+ with a Stable Outlook from Veridian Credit Assessments Inc. (James Fenwick, Lead Analyst). The OM further notes that a securities rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time.

Source and Verification:

• Rating Letters — Written notification of preliminary rating from Lodestar Ratings International dated May 5, 2025 (addressed to Dunmore Energy Holdings Ltd., attention Deepa Rajaram), assigning a preliminary rating of B2 with a Stable Outlook. Written notification of preliminary rating from Veridian Credit Assessments Inc. dated May 6, 2025 (addressed to Dunmore Energy Holdings Ltd., attention Deepa Rajaram), assigning a preliminary rating of B+ with a Stable Outlook. Copies of both letters are maintained in the due diligence files.

• Verbal Confirmation — Claire Dempsey verbally confirmed the preliminary ratings with Catherine Irvine of Lodestar Ratings International on May 7, 2025 and with James Fenwick of Veridian Credit Assessments Inc. on May 7, 2025. Both analysts confirmed that the ratings remained preliminary and would be finalized upon closing.

• The cautionary language in the OM regarding the nature of credit ratings was reviewed against the standard disclosures typically included in high-yield offerings and the specific requirements of each rating agency regarding the use of their ratings in offering documents.

D. Initial Purchasers and Allocations

Statements in the OM: The OM identifies the Initial Purchasers, their respective allocations of the Notes, and the compensation payable to the Initial Purchasers, as follows:

• Ridgeline Capital Markets LLC — 55% allocation — $467,500,000 principal amount

• Clarion Securities Inc. — 30% allocation — $255,000,000 principal amount

• Pinnacle Partners LLC — 15% allocation — $127,500,000 principal amount

• Total: 100% — $850,000,000 principal amount

The gross spread payable to the Initial Purchasers is 2.00% of par, equal to $17,000,000, allocated as follows:

• Management fee: 0.25% of par = $2,125,000

• Underwriting fee: 0.75% of par = $6,375,000

• Selling concession: 1.00% of par = $8,500,000

The OM further states that estimated legal and other expenses of the offering are approximately $5,500,000, bringing total estimated offering costs to approximately $22,500,000.

Source and Verification:

• Purchase Agreement — The allocation percentages, principal amounts, and aggregate gross spread are set forth in Section 2 and Schedule I of the Purchase Agreement dated May 12, 2025. The allocation of the gross spread among the management fee, underwriting fee, and selling concession is set forth in the fee letter dated May 12, 2025, among the Initial Purchasers and the Issuers.

• Fee Letter — The fee letter, executed simultaneously with the Purchase Agreement, confirms the breakdown of the 2.00% gross spread into its three components as stated above. The fee letter also addresses the payment mechanics and timing for disbursement of the fees.

• Arithmetic Verification — The arithmetic for each allocation amount (e.g., $850M × 55% = $467.5M; $850M × 2.00% = $17M; $850M × 0.25% = $2.125M) was independently verified by the engagement team. The total of the allocations ($467.5M + $255M + $127.5M = $850M) and the total of the fee components ($2.125M + $6.375M + $8.5M = $17M) were confirmed to reconcile to the stated totals. The total estimated offering costs ($17M gross spread + $5.5M estimated legal and other expenses = $22.5M) were confirmed against management's estimate of expenses as presented in the Funds Flow Memorandum.

III. PROSPECTUS SUMMARY / BUSINESS OVERVIEW

A. Company Overview

Statements in the OM: The OM describes Dunmore as an integrated upstream and midstream oil and gas company that operates assets across West Africa (Nigeria and Senegal) and the Gulf of Mexico, with a nascent renewable energy portfolio. The OM provides the following specific information regarding the company's corporate presence and employee base:

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

• 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

• Employees: Approximately 3,400 employees worldwide

Source and Verification:

• Management Representations — The registered office address, principal executive offices, and Houston office address were confirmed by Alistair Forde, General Counsel of DEH, in written responses to the due diligence questionnaire dated April 18, 2025, and verbally during the management due diligence session on April 22, 2025.

• Corporate Organizational Documents — The registered office address was confirmed against the Memorandum and Articles of Association of DEH and the registered agent confirmation from Maples Corporate Services Ltd. The principal executive office address was confirmed against the lease agreement for the Harbour Place Tower premises.

• Good-Standing Certificates — Certificates of good standing for DEH from the Cayman Islands Registrar of Companies and for DUFC from the Delaware Secretary of State were obtained and are maintained in the due diligence files, as noted in Section II.A above.

• Cayman Islands Registrar Records — The Registrar's records were searched to confirm the current status of DEH, its registered agent, and its registered office.

• Employee Headcount — The approximate worldwide employee count of 3,400 was confirmed by Deepa Rajaram (CFO) in her written response to item 6.1 of the due diligence questionnaire, dated April 18, 2025. Ms. Rajaram confirmed that the headcount was approximately 3,400 full-time equivalent employees as of March 31, 2025, distributed across the Cayman Islands, Nigeria, Senegal, the United States, and the United Kingdom. The engagement team reviewed a summary headcount by jurisdiction and subsidiary provided by Dunmore's human resources department, which reconciled to the approximately 3,400 figure.

B. Key Assets

Statements in the OM: The OM describes the following key assets of the Dunmore group:

• OML 47 and OML 63 (Niger Delta, Nigeria) — Operated by Dunmore Nigeria E&P Ltd., a subsidiary of DEH incorporated under the laws of Nigeria

• Cayar Offshore Block (Senegal) — Operated by Dunmore Senegal S.A., a subsidiary of DEH organized under the laws of Senegal

• Green Canyon and Garden Banks deepwater leases (Gulf of Mexico) — Held by Dunmore Gulf Operations LLC, a Delaware limited liability company

• 220 MW solar portfolio in West Texas — Held by Dunmore Renewables LLC, a Delaware limited liability company

• Pipeline and processing infrastructure — Held by Dunmore Midstream Holdings Inc., a Delaware corporation

• Offtake and trading operations — Conducted by Dunmore Trading Ltd., a company incorporated in England and Wales

Source and Verification:

• DD Memo — Regulatory and Licensing — The due diligence memorandum dated May 3, 2025 confirmed the regulatory status and licensing for each of the above assets. With respect to the Nigerian assets, current OML licenses for OML 47 and OML 63 were reviewed and confirmed to be in good standing. With respect to the Senegalese asset, the Cayar Offshore Block production sharing contract and exploration permits were reviewed. With respect to the Gulf of Mexico assets, BOEM lease agreements and BSEE operating permits were reviewed.

• DD Memo — Material Contracts — The due diligence memorandum dated May 5, 2025 confirmed the existence and material terms of the joint operating agreements ("JOAs"), production sharing contracts ("PSCs"), and lease documents applicable to each asset.

• Organizational Charts — The corporate organizational charts provided by Alistair Forde on April 15, 2025 were reviewed to confirm the subsidiary structure and the holding entity for each asset.

• Nigerian DPR/NNPC Approvals — Copies of the approvals from the Nigerian Department of Petroleum Resources (now the Nigerian upstream Petroleum Regulatory Commission, "NUPRC") and the Calderon Group ("NNPC Ltd.") for OML 47 and OML 63 were obtained and reviewed. The JOAs and PSC terms applicable to the Nigerian assets, including NNPC back-in rights, were confirmed.

• Senegalese Ministère de l'Énergie Permits — Copies of permits and approvals issued by the Senegalese Ministère de l'Énergie for the Cayar Offshore Block were obtained and reviewed, including the exploration permit and the production sharing contract.

• BOEM/BSEE GoM Permits — Copies of the Bureau of Ocean Energy Management ("BOEM") lease agreements and Bureau of Safety and Environmental Enforcement ("BSEE") operating permits for the Green Canyon and Garden Banks deepwater leases were obtained and reviewed.

• Renewables Documentation — The 220 MW solar portfolio in West Texas was confirmed through review of project-level certificates of formation, interconnection agreements with the Electric Reliability Council of Texas ("ERCOT"), and executed power purchase agreements.

• Trading Operations — The existence and status of Dunmore Trading Ltd. as a company incorporated in England and Wales were confirmed through a Companies House search and the certificate of incorporation maintained in the due diligence files.

C. Management

Statements in the OM: The OM includes biographical descriptions of the following key members of the Dunmore management team and board of directors:

• Marcus Ellingham, Chief Executive Officer — Age 54; 28 years of experience in upstream exploration and production; previously served as Chief Operating Officer of Praetorian Petroleum plc, a London-listed E&P company

• Deepa Rajaram, Chief Financial Officer — Age 47; previously served as Vice President, Finance at Kestrel Resources Corp.

• Alistair Forde, General Counsel — Age 51

• Lady Constance Harrowby, Board Chair — Independent director; former UK Energy Minister

Source and Verification:

• Management Biographies — Biographical information for each individual was provided by Dunmore in response to the due diligence questionnaire (management biographies section) on April 18, 2025. Each biography was reviewed for accuracy and completeness against publicly available information.

• Background Verification — Background verification was conducted during the due diligence process for each named officer and director. Public records, including regulatory filings, corporate registry records, and publicly available biographies, were cross-checked against the information provided by management.

• D&O Questionnaires — Directors' and Officers' Questionnaires were completed by each named individual and reviewed by the engagement team. The questionnaires confirmed personal information, prior affiliations, potential conflicts of interest, and legal/regulatory history.

D. Ownership Structure

Statements in the OM: The OM describes the ownership structure of DEH as follows:

• Harborview Capital Partners Fund VI, L.P. (a Delaware limited partnership) — 62.4% equity interest

• Management and directors — 18.3% equity interest (through a combination of direct holdings, restricted stock units, and options)

• Solstice Infrastructure Fund LP — 11.1% equity interest

• Alderman Family Office LLC — 8.2% equity interest

Source and Verification:

• Shareholder Register — The shareholder register of DEH was provided by Alistair Forde (General Counsel) on April 16, 2025 and updated as of April 30, 2025. The register reflects the percentage ownership interests as stated above.

• Harborview Partnership Agreement — Excerpts of the partnership agreement for Harborview Capital Partners Fund VI, L.P. were reviewed to confirm the nature and extent of Harborview's investment in DEH. The excerpts confirmed that Harborview holds a 62.4% equity interest in DEH, acquired in connection with the original leveraged buyout in 2018.

• Management Equity Award Schedules — The engagement team reviewed the management equity award schedules, including restricted stock unit agreements, option grant agreements, and carried interest arrangements, to confirm that management and directors collectively hold an 18.3% equity interest on a fully diluted basis.

• Solstice and Alderman Ownership — The equity interests of Solstice Infrastructure Fund LP (11.1%) and Alderman Family Office LLC (8.2%) were confirmed through review of the shareholder register and the subscription agreements maintained in the due diligence files.

• Total Reconciliation — The total of the ownership percentages (62.4% + 18.3% + 11.1% + 8.2% = 100.0%) was confirmed to reconcile to 100% of the equity of DEH.

IV. USE OF PROCEEDS

A. Allocation of Proceeds

Statements in the OM: The OM describes the intended use of the net proceeds of the offering as follows:

• Gross proceeds: $837,250,000 (calculated as $850,000,000 × 98.50%)

• Repay a portion of the existing 7.50% Senior Unsecured Notes due October 15, 2028: $450,000,000

• Fund Cayar Offshore Phase II development capital expenditures: $250,000,000

• General corporate purposes and working capital: $114,750,000

• Estimated fees and expenses of the offering: $22,500,000

• Total: $837,250,000

The reconciliation of the use of proceeds is as follows: $450,000,000 + $250,000,000 + $114,750,000 + $22,500,000 = $837,250,000, which equals the stated gross proceeds of the offering.

Source and Verification:

• Board Resolutions — The resolutions of the Board of Directors of DEH dated April 10, 2025 authorized the use of proceeds substantially as described above, including the partial repayment of the 2028 Notes, the funding of the Cayar Phase II development program, and the use of remaining proceeds for general corporate purposes and working capital.

• Funds Flow Memorandum — The Funds Flow Memorandum prepared by Dunmore management and reviewed by C&H sets forth the detailed flow of funds at closing, including the application of gross proceeds to each stated purpose. The Funds Flow Memorandum was provided on May 10, 2025 and confirmed on May 13, 2025 following final pricing.

• Payoff Letter for 2028 Notes — The form of payoff letter for the partial repayment of $450,000,000 of the existing 7.50% Senior Unsecured Notes due October 15, 2028 was prepared and reviewed by C&H. The payoff letter confirms the partial redemption amount of $450,000,000, together with accrued and unpaid interest to the redemption date, and any applicable redemption premium. The payoff letter was addressed to the existing trustee (Northgate Trust Company, N.A.) and was approved by Dunmore management.

• Cayar Phase II Budget — The Cayar Offshore Phase II development capital expenditure budget was provided by Dunmore management on April 20, 2025. The budget was reviewed and approved by the Board of Directors of DEH and reflects total Phase II development costs of approximately $480,000,000, of which $250,000,000 is to be funded from the proceeds of this offering and the remainder from operating cash flow and the ABL Revolver.

• Purchase Agreement Fee Schedule — The estimated fees and expenses of $22,500,000 (comprising the $17,000,000 gross spread to the Initial Purchasers and approximately $5,500,000 of estimated legal, accounting, rating agency, trustee, and other expenses) were confirmed against the fee schedule in the Purchase Agreement and the estimated expense summary provided by Dunmore management.

• Arithmetic Verification — The gross proceeds calculation ($850M × 98.50% = $837.25M) and the reconciliation of the use of proceeds ($450M + $250M + $114.75M + $22.5M = $837.25M) were independently verified by the engagement team.

B. Existing 2028 Notes — Post-Offering

Statement in the OM: Following the partial repayment of $450,000,000 from the proceeds of this offering, $400,000,000 aggregate principal amount of the existing 7.50% Senior Unsecured Notes due October 15, 2028 will remain outstanding.

Source and Verification:

• Existing 2028 Notes Indenture — The indenture governing the existing 7.50% Senior Unsecured Notes due October 15, 2028 was reviewed in connection with the due diligence process. The indenture was executed on October 15, 2020, among DEH, DUFC, the guarantors party thereto, and Northgate Trust Company, N.A., as trustee. As of the date hereof, $850,000,000 aggregate principal amount of the 2028 Notes is outstanding. Following the application of $450,000,000 of offering proceeds to the partial redemption, $400,000,000 will remain outstanding ($850M − $450M = $400M).

• Payoff Letter from Existing Trustee — The payoff letter from Northgate Trust Company, N.A. (in its capacity as trustee under the existing 2028 Notes indenture) confirms the partial redemption amount and the balance to remain outstanding following redemption.

• Management Confirmation — Marcus Ellingham (CEO) and Deepa Rajaram (CFO) confirmed during the management due diligence session on May 2, 2025 that $850,000,000 of the 2028 Notes are currently outstanding and that the partial redemption of $450,000,000 will reduce the outstanding amount to $400,000,000.

V. CAPITALIZATION AND INDEBTEDNESS

A. Pre-Offering Debt

Statements in the OM: The OM includes a capitalization table reflecting the Issuers' debt obligations as of March 31, 2025, on an actual and as-adjusted basis (giving effect to the offering and the use of proceeds). The pre-offering debt structure is described as follows:

• ABL Revolver: $470,000,000 drawn under a $750,000,000 total commitment asset-based lending facility, with Velthorn National Bank, N.A. as Administrative Agent; maturity June 2028; interest rate at SOFR plus 275 basis points

• 7.50% Senior Unsecured Notes due October 2028: $850,000,000 outstanding

• Total pre-offering debt: $1,320,000,000 ($470M + $850M)

Source and Verification:

• ABL Credit Agreement — The asset-based lending credit agreement dated June 15, 2023, as amended, among DEH, DUFC, certain subsidiary borrowers and guarantors, the lenders party thereto, and Velthorn National Bank, N.A., as Administrative Agent, was reviewed in full during the due diligence process. The total commitment of $750,000,000 and the drawn balance of $470,000,000 were confirmed against the credit agreement and the latest borrowing base certificate, which was provided by Robert Cavanaugh of Velthorn National Bank, N.A. on April 28, 2025.

• Existing 2028 Notes Indenture — As noted in Section IV.B above, the outstanding principal amount of the existing 7.50% Senior Unsecured Notes due October 15, 2028 was confirmed to be $850,000,000.

• Alverton & Co. LLP Audited Financial Statements — The pre-offering debt figures were cross-referenced against the audited consolidated financial statements for the fiscal year ended December 31, 2024, prepared by Alverton & Co. LLP. Note 12 (Long-Term Debt) to the audited financial statements confirms the outstanding balances and terms of both the ABL Revolver and the 2028 Notes.

• Arithmetic Verification — The total pre-offering debt of $1,320,000,000 was confirmed as the sum of the ABL Revolver drawn balance ($470M) and the 2028 Notes outstanding ($850M).

B. Pro Forma Debt and Leverage

Statements in the OM: The OM presents pro forma capitalization data giving effect to the offering and the application of proceeds, including:

• Pro forma total debt: $1,720,000,000, consisting of the ABL Revolver ($470,000,000 drawn), remaining 2028 Notes ($400,000,000), and the New Notes ($850,000,000)

• Cash and cash equivalents: $185,000,000

• Pro forma gross leverage ratio: 2.11x (calculated as $1,720,000,000 total debt ÷ $816,000,000 EBITDA)

• Pro forma net leverage ratio: 1.88x (calculated as ($1,720,000,000 − $185,000,000) ÷ $816,000,000 = $1,535,000,000 ÷ $816,000,000)

Source and Verification:

• Alverton & Co. LLP Audited Financial Statements (FY 2024) — The EBITDA figure of $816,000,000 used in the leverage calculations was derived from the audited consolidated financial statements for FY 2024, as confirmed by the Alverton comfort letter. The cash and cash equivalents balance of $185,000,000 was confirmed against the audited balance sheet as of December 31, 2024, adjusted for the effects of the offering and the partial redemption of the 2028 Notes as reflected in the Funds Flow Memorandum.

• Management Pro Forma Calculations — The pro forma debt and leverage calculations were prepared by Dunmore management (Deepa Rajaram, CFO) and verified by the engagement team against the audited financial data and the Funds Flow Memorandum. The pro forma total debt of $1,720,000,000 was confirmed as the sum of $470M (ABL) + $400M (remaining 2028 Notes) + $850M (New Notes). The gross leverage ratio of 2.11x and net leverage ratio of 1.88x were independently calculated and confirmed by the engagement team.

• Funds Flow Memorandum — The Funds Flow Memorandum was reviewed to confirm that the pro forma adjustments are consistent with the stated use of proceeds and that the cash and cash equivalents balance of $185,000,000 reflects the net impact of the offering, the partial redemption, and the funding of the Cayar Phase II development program.

• Arithmetic Verification — All arithmetic was independently verified: $1,720M ÷ $816M = 2.1078x, rounded to 2.11x; ($1,720M − $185M) ÷ $816M = $1,535M ÷ $816M = 1.8809x, rounded to 1.88x.

VI. SELECTED FINANCIAL DATA

A. Consolidated Financial Highlights (FY 2024)

Statements in the OM: The OM includes a "Selected Financial Data" section presenting the following consolidated financial highlights for the fiscal year ended December 31, 2024:

• Revenue: $2,140,000,000

• EBITDA: $816,000,000

• EBITDA margin: 38.1% (calculated as $816M ÷ $2,140M)

• Capital expenditures: $387,000,000

• Net income: $294,000,000

• Total assets: $4,870,000,000

• Total debt (pre-offering): $1,320,000,000

• Cash and cash equivalents: $185,000,000

• Net debt: $1,135,000,000 (calculated as $1,320M − $185M)

Source and Verification:

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
TO: File — Matter No. 1016-00003
FROM: Eric Johannsen and Claire Dempsey, under the supervision of Jennifer Kwon
DATE: May 14, 2025
RE: Offering Memorandum Backup Memorandum — Dunmore Energy Holdings Ltd. / Dunmore upstream Finance Corp. — $850,000,000 9.375% Senior Secured Notes due 2032 — Factual Basis and Source Documentation for Material Statements in the Final Offering Memorandum dated May 14, 2025
PURPOSE: This memorandum documents the factual basis and source for each material statement in the Final Offering Memorandum (the "OM") in support of the 10b-5 negative assurance letter delivered by Calderwood & Harkness LLP ("C&H" or the "Firm") to Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC (collectively, the "Initial Purchasers"). This memorandum should be read together with the Due Diligence Memoranda, ESG Data Verification Checklist, Sanctions Screening Results Summary, and the OM itself.
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I. INTRODUCTION AND SCOPE
A. Purpose of Memorandum
This memorandum has been prepared by the engagement team of Calderwood & Harkness LLP for the purpose of identifying and cross-referencing the source documentation for every material factual statement contained in the Final Offering Memorandum dated May 14, 2025 (the "OM" or the "Final OM"), relating to the offering by Dunmore Energy Holdings Ltd. ("DEH" or the "Issuer") and Dunmore upstream Finance Corp. ("DUFC" or the "Co-Issuer," and together with DEH, the "Issuers") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes").
The principal objectives of this memorandum are as follows:
(a) To identify and cross-reference the source documentation for every material factual statement in the Final OM dated May 14, 2025, organized by section of the OM in the order in which such statements appear;
(b) To support the customary 10b-5 negative assurance letter (pursuant to Rule 10b-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) addressed to the Initial Purchasers in connection with the closing of the offering on May 15, 2025; and
(c) To confirm that nothing came to the attention of counsel, based on participation in the preparation of the OM and the due diligence process described herein, that would cause counsel to believe that the OM contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial statements, financial schedules, notes thereto, and other financial and statistical data included or incorporated by reference therein, as to which no view is expressed).
This memorandum is intended to constitute the Firm's internal record of the factual support for the 10b-5 negative assurance letter and is maintained in the permanent files of Calderwood & Harkness LLP as attorney work product. It is not intended for delivery to or reliance by any third party.
B. Methodology
The review documented in this memorandum was conducted by Claire Dempsey (Associate, Capital Markets) and Eric Johannsen (Associate, Capital Markets), under the supervision of Jennifer Kwon (Partner, Capital Markets), who serves as the Responsible Partner for this engagement.
The methodology employed in the preparation of this memorandum involved the systematic cross-referencing of each material statement in the OM against the following categories of source documentation:
(i) Management representations and certificates, including the Officers' Certificate to be delivered at closing, management questionnaires, and oral representations made during due diligence sessions;
(ii) Audited consolidated financial statements of Dunmore Energy Holdings Ltd. and its subsidiaries for the fiscal year ended December 31, 2024, prepared by Alverton & Co. LLP (Graham Stillwell, Lead Engagement Partner), together with unaudited interim financial statements for the three months ended March 31, 2025;
(iii) Reserves reports prepared by Duval Howard & Partners (Dr. Evelyn Marchetti, Lead Consultant) as of December 31, 2024, covering all proved reserves of the Dunmore group;
(iv) ESG data provided by Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, Lead Consultant), as verified pursuant to the ESG Data Verification Checklist;
(v) Sanctions screening results provided by Sandoval Compliance Solutions LLC (Rosa Medina, Lead Consultant), as analyzed in the Sanctions Screening Results Summary;
(vi) Corporate and organizational documents of the Issuers and each Guarantor subsidiary reviewed during the course of due diligence, as detailed in the DD Memo — Corporate and Organizational;
(vii) Regulatory filings, permits, licenses, and approvals, as detailed in the DD Memo — Regulatory and Licensing; and
(viii) Publicly available information, including regulatory filings, press releases, industry data, and third-party publications, to the extent relied upon in the OM or used to corroborate other source materials.
In addition to the foregoing document review, separate management due diligence sessions were held with senior management of Dunmore, including Marcus Ellingham (Chief Executive Officer), Deepa Rajaram (Chief Financial Officer), and Alistair Forde (General Counsel), on multiple dates during the period from April 14, 2025 through May 14, 2025. A complete schedule of these sessions, including dates, attendees, and topics covered, is set forth in Appendix C to this memorandum. The engagement team also participated in drafting sessions, comment review calls, and verification calls with third-party experts and advisors throughout the preparation of the OM.
C. Limitations
The scope of this memorandum is subject to the following limitations and qualifications:
(a) This memorandum does not independently verify projections, forward-looking statements, or statements of opinion contained in the OM. Such statements, including but not limited to production forecasts, reserve estimates as to probable and possible reserves (as distinguished from proved reserves), and management's expectations regarding future capital expenditure requirements, operating results, and market conditions, are covered by cautionary language and safe harbor disclosures in the OM. The adequacy and appropriateness of such cautionary language is addressed separately in the Safe Harbor and Forward-Looking Statements Analysis Memorandum prepared by this engagement team.
(b) Financial data has been verified only against Alverton & Co. LLP's audited consolidated financial statements for the fiscal year ended December 31, 2024, and unaudited interim consolidated financial statements for the three months ended March 31, 2025. To the extent the OM includes or references financial data for prior fiscal years, such data has been verified against the corresponding audited financial statements previously filed or made available but has not been subjected to the same level of verification procedures as the FY 2024 data.
(c) Reserves data has been verified only against the Duval Howard & Partners reserves reports as of December 31, 2024. No independent engineering or geological assessment of reserves has been undertaken by C&H, and no opinion is expressed as to the accuracy, completeness, or reasonableness of the reserves estimates themselves. C&H has relied upon the qualifications and expertise of Duval Howard & Partners as represented in their engagement letter and the professional certifications of Dr. Evelyn Marchetti.
(d) Local law matters have been reviewed on the basis of opinions and advice provided by qualified local counsel in each relevant jurisdiction (Cayman Islands, Nigeria, Senegal, and England and Wales). C&H does not opine on matters of Cayman Islands, Nigerian, Senegalese, or English law.
(e) The sanctions and OFAC screening was completed as of April 25, 2025. A bring-down screening has been requested for the closing date of May 15, 2025, the results of which are to be confirmed prior to closing.
II. COVER PAGE AND SUMMARY OF THE OFFERING
A. Issuer / Co-Issuer Identification
Statement in the OM: The OM identifies the Issuer as Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands, and the Co-Issuer as Dunmore upstream Finance Corp., a Delaware corporation.
Source and Verification:
The identification and legal status of the Issuer were verified against the following sources:
• Cayman Islands Registrar of Companies — Certificate of Incorporation of Dunmore Energy Holdings Ltd., Registry No. MC-384726, dated March 12, 2018, reflecting DEH's incorporation as an exempted company with limited liability under the Companies Act (As Revised) of the Cayman Islands. A certified copy of the certificate was obtained from the Registrar on April 16, 2025 and is maintained in the due diligence files.
• Cayman Islands Certificate of Good Standing — Obtained April 22, 2025, confirming that DEH is in good standing under the laws of the Cayman Islands as of such date.
• Delaware Secretary of State — Certificate of Incorporation of Dunmore upstream Finance Corp. (EIN: 93-4728106), filed on September 8, 2020, as a corporation organized under the General Corporation Law of the State of Delaware. A certified copy was obtained from the Delaware Secretary of State's office on April 17, 2025.
• Delaware Certificate of Good Standing — Obtained April 17, 2025, confirming that DUFC is in good standing under the laws of the State of Delaware as of such date.
• DD Memo — Corporate and Organizational — The organizational documents, including the Memorandum and Articles of Association of DEH and the Certificate of Incorporation and Bylaws of DUFC, were reviewed and confirmed as part of the corporate due diligence process, as documented in the DD Memo — Corporate and Organizational dated May 1, 2025.
B. Offering Terms
Statements in the OM: The OM sets forth the terms of the Notes on the cover page and in the "Summary of the Offering" and "Description of Notes" sections. The following material terms were verified:
• Aggregate principal amount: $850,000,000
• Coupon: 9.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year
• Semi-annual interest payment amount: $39,843,750 (calculated as $850,000,000 × 9.375% ÷ 2)
• Issue price: 98.50% of par value; resulting in gross proceeds to the Issuers of $837,250,000 (calculated as $850,000,000 × 98.50%)
• Original issue discount ("OID"): 1.50% of par, or $12,750,000 (calculated as $850,000,000 × 1.50%)
• Maturity date: May 1, 2032
• First interest payment date: November 1, 2025
• CUSIP (144A): 265387 AA 5
• CUSIP (Reg S): C2085R AA 2
• ISIN (144A): US265387AA51
• ISIN (Reg S): USC2085RAA24
• Minimum denomination: $2,000 and integral multiples of $1,000 in excess thereof
• Placement: Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs"); and Regulation S under the Securities Act to non-U.S. persons (as defined in Regulation S)
• Governing law: State of New York
Source and Verification:
Each of the foregoing terms was verified against:
• Board Resolutions of DEH and DUFC — Resolutions of the Board of Directors of DEH dated April 10, 2025 and the Board of Directors of DUFC dated April 10, 2025, authorizing the issuance of the Notes on the terms described above, including the authorized aggregate principal amount, coupon rate, maturity date, and issue price.
• Purchase Agreement — The Purchase Agreement dated May 12, 2025, among the Issuers, the Guarantors, and the Initial Purchasers, setting forth the terms of the offering, the issue price, and the initial purchaser discount and commissions, as well as the representations, warranties, and closing conditions applicable to the offering.
• Pricing Confirmation — Email pricing confirmation received from Thomas Whitford of Ridgeline Capital Markets LLC on May 8, 2025, at 4:47 PM Eastern Time, confirming the final pricing of 9.375% coupon at 98.50% of par.
• DTC Eligibility Confirmation — Confirmation from The Depository Trust Company that the Notes are eligible for book-entry settlement through DTC, including assignment of the CUSIP and ISIN numbers referenced above.
The arithmetic calculations of the semi-annual interest payment ($39,843,750), gross proceeds ($837,250,000), and OID ($12,750,000) were independently verified by Eric Johannsen and Claire Dempsey and are mathematically correct based on the stated principal amount, coupon rate, and issue price.
C. Ratings
Statement in the OM: The OM states that the Notes have received the following preliminary ratings: Preliminary B2 with a Stable Outlook from Lodestar Ratings International (Catherine Irvine, Lead Analyst) and Preliminary B+ with a Stable Outlook from Veridian Credit Assessments Inc. (James Fenwick, Lead Analyst). The OM further notes that a securities rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time.
Source and Verification:
• Rating Letters — Written notification of preliminary rating from Lodestar Ratings International dated May 5, 2025 (addressed to Dunmore Energy Holdings Ltd., attention Deepa Rajaram), assigning a preliminary rating of B2 with a Stable Outlook. Written notification of preliminary rating from Veridian Credit Assessments Inc. dated May 6, 2025 (addressed to Dunmore Energy Holdings Ltd., attention Deepa Rajaram), assigning a preliminary rating of B+ with a Stable Outlook. Copies of both letters are maintained in the due diligence files.
• Verbal Confirmation — Claire Dempsey verbally confirmed the preliminary ratings with Catherine Irvine of Lodestar Ratings International on May 7, 2025 and with James Fenwick of Veridian Credit Assessments Inc. on May 7, 2025. Both analysts confirmed that the ratings remained preliminary and would be finalized upon closing.
• The cautionary language in the OM regarding the nature of credit ratings was reviewed against the standard disclosures typically included in high-yield offerings and the specific requirements of each rating agency regarding the use of their ratings in offering documents.
D. Initial Purchasers and Allocations
Statements in the OM: The OM identifies the Initial Purchasers, their respective allocations of the Notes, and the compensation payable to the Initial Purchasers, as follows:
• Ridgeline Capital Markets LLC — 55% allocation — $467,500,000 principal amount
• Clarion Securities Inc. — 30% allocation — $255,000,000 principal amount
• Pinnacle Partners LLC — 15% allocation — $127,500,000 principal amount
• Total: 100% — $850,000,000 principal amount
The gross spread payable to the Initial Purchasers is 2.00% of par, equal to $17,000,000, allocated as follows:
• Management fee: 0.25% of par = $2,125,000
• Underwriting fee: 0.75% of par = $6,375,000
• Selling concession: 1.00% of par = $8,500,000
The OM further states that estimated legal and other expenses of the offering are approximately $5,500,000, bringing total estimated offering costs to approximately $22,500,000.
Source and Verification:
• Purchase Agreement — The allocation percentages, principal amounts, and aggregate gross spread are set forth in Section 2 and Schedule I of the Purchase Agreement dated May 12, 2025. The allocation of the gross spread among the management fee, underwriting fee, and selling concession is set forth in the fee letter dated May 12, 2025, among the Initial Purchasers and the Issuers.
• Fee Letter — The fee letter, executed simultaneously with the Purchase Agreement, confirms the breakdown of the 2.00% gross spread into its three components as stated above. The fee letter also addresses the payment mechanics and timing for disbursement of the fees.
• Arithmetic Verification — The arithmetic for each allocation amount (e.g., $850M × 55% = $467.5M; $850M × 2.00% = $17M; $850M × 0.25% = $2.125M) was independently verified by the engagement team. The total of the allocations ($467.5M + $255M + $127.5M = $850M) and the total of the fee components ($2.125M + $6.375M + $8.5M = $17M) were confirmed to reconcile to the stated totals. The total estimated offering costs ($17M gross spread + $5.5M estimated legal and other expenses = $22.5M) were confirmed against management's estimate of expenses as presented in the Funds Flow Memorandum.
III. PROSPECTUS SUMMARY / BUSINESS OVERVIEW
A. Company Overview
Statements in the OM: The OM describes Dunmore as an integrated upstream and midstream oil and gas company that operates assets across West Africa (Nigeria and Senegal) and the Gulf of Mexico, with a nascent renewable energy portfolio. The OM provides the following specific information regarding the company's corporate presence and employee base:
• Registered Office: c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104
• 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
• Employees: Approximately 3,400 employees worldwide
Source and Verification:
• Management Representations — The registered office address, principal executive offices, and Houston office address were confirmed by Alistair Forde, General Counsel of DEH, in written responses to the due diligence questionnaire dated April 18, 2025, and verbally during the management due diligence session on April 22, 2025.
• Corporate Organizational Documents — The registered office address was confirmed against the Memorandum and Articles of Association of DEH and the registered agent confirmation from Maples Corporate Services Ltd. The principal executive office address was confirmed against the lease agreement for the Harbour Place Tower premises.
• Good-Standing Certificates — Certificates of good standing for DEH from the Cayman Islands Registrar of Companies and for DUFC from the Delaware Secretary of State were obtained and are maintained in the due diligence files, as noted in Section II.A above.
• Cayman Islands Registrar Records — The Registrar's records were searched to confirm the current status of DEH, its registered agent, and its registered office.
• Employee Headcount — The approximate worldwide employee count of 3,400 was confirmed by Deepa Rajaram (CFO) in her written response to item 6.1 of the due diligence questionnaire, dated April 18, 2025. Ms. Rajaram confirmed that the headcount was approximately 3,400 full-time equivalent employees as of March 31, 2025, distributed across the Cayman Islands, Nigeria, Senegal, the United States, and the United Kingdom. The engagement team reviewed a summary headcount by jurisdiction and subsidiary provided by Dunmore's human resources department, which reconciled to the approximately 3,400 figure.
B. Key Assets
Statements in the OM: The OM describes the following key assets of the Dunmore group:
• OML 47 and OML 63 (Niger Delta, Nigeria) — Operated by Dunmore Nigeria E&P Ltd., a subsidiary of DEH incorporated under the laws of Nigeria
• Cayar Offshore Block (Senegal) — Operated by Dunmore Senegal S.A., a subsidiary of DEH organized under the laws of Senegal
• Green Canyon and Garden Banks deepwater leases (Gulf of Mexico) — Held by Dunmore Gulf Operations LLC, a Delaware limited liability company
• 220 MW solar portfolio in West Texas — Held by Dunmore Renewables LLC, a Delaware limited liability company
• Pipeline and processing infrastructure — Held by Dunmore Midstream Holdings Inc., a Delaware corporation
• Offtake and trading operations — Conducted by Dunmore Trading Ltd., a company incorporated in England and Wales
Source and Verification:
• DD Memo — Regulatory and Licensing — The due diligence memorandum dated May 3, 2025 confirmed the regulatory status and licensing for each of the above assets. With respect to the Nigerian assets, current OML licenses for OML 47 and OML 63 were reviewed and confirmed to be in good standing. With respect to the Senegalese asset, the Cayar Offshore Block production sharing contract and exploration permits were reviewed. With respect to the Gulf of Mexico assets, BOEM lease agreements and BSEE operating permits were reviewed.
• DD Memo — Material Contracts — The due diligence memorandum dated May 5, 2025 confirmed the existence and material terms of the joint operating agreements ("JOAs"), production sharing contracts ("PSCs"), and lease documents applicable to each asset.
• Organizational Charts — The corporate organizational charts provided by Alistair Forde on April 15, 2025 were reviewed to confirm the subsidiary structure and the holding entity for each asset.
• Nigerian DPR/NNPC Approvals — Copies of the approvals from the Nigerian Department of Petroleum Resources (now the Nigerian upstream Petroleum Regulatory Commission, "NUPRC") and the Calderon Group ("NNPC Ltd.") for OML 47 and OML 63 were obtained and reviewed. The JOAs and PSC terms applicable to the Nigerian assets, including NNPC back-in rights, were confirmed.
• Senegalese Ministère de l'Énergie Permits — Copies of permits and approvals issued by the Senegalese Ministère de l'Énergie for the Cayar Offshore Block were obtained and reviewed, including the exploration permit and the production sharing contract.
• BOEM/BSEE GoM Permits — Copies of the Bureau of Ocean Energy Management ("BOEM") lease agreements and Bureau of Safety and Environmental Enforcement ("BSEE") operating permits for the Green Canyon and Garden Banks deepwater leases were obtained and reviewed.
• Renewables Documentation — The 220 MW solar portfolio in West Texas was confirmed through review of project-level certificates of formation, interconnection agreements with the Electric Reliability Council of Texas ("ERCOT"), and executed power purchase agreements.
• Trading Operations — The existence and status of Dunmore Trading Ltd. as a company incorporated in England and Wales were confirmed through a Companies House search and the certificate of incorporation maintained in the due diligence files.
C. Management
Statements in the OM: The OM includes biographical descriptions of the following key members of the Dunmore management team and board of directors:
• Marcus Ellingham, Chief Executive Officer — Age 54; 28 years of experience in upstream exploration and production; previously served as Chief Operating Officer of Praetorian Petroleum plc, a London-listed E&P company
• Deepa Rajaram, Chief Financial Officer — Age 47; previously served as Vice President, Finance at Kestrel Resources Corp.
• Alistair Forde, General Counsel — Age 51
• Lady Constance Harrowby, Board Chair — Independent director; former UK Energy Minister
Source and Verification:
• Management Biographies — Biographical information for each individual was provided by Dunmore in response to the due diligence questionnaire (management biographies section) on April 18, 2025. Each biography was reviewed for accuracy and completeness against publicly available information.
• Background Verification — Background verification was conducted during the due diligence process for each named officer and director. Public records, including regulatory filings, corporate registry records, and publicly available biographies, were cross-checked against the information provided by management.
• D&O Questionnaires — Directors' and Officers' Questionnaires were completed by each named individual and reviewed by the engagement team. The questionnaires confirmed personal information, prior affiliations, potential conflicts of interest, and legal/regulatory history.
D. Ownership Structure
Statements in the OM: The OM describes the ownership structure of DEH as follows:
• Harborview Capital Partners Fund VI, L.P. (a Delaware limited partnership) — 62.4% equity interest
• Management and directors — 18.3% equity interest (through a combination of direct holdings, restricted stock units, and options)
• Solstice Infrastructure Fund LP — 11.1% equity interest
• Alderman Family Office LLC — 8.2% equity interest
Source and Verification:
• Shareholder Register — The shareholder register of DEH was provided by Alistair Forde (General Counsel) on April 16, 2025 and updated as of April 30, 2025. The register reflects the percentage ownership interests as stated above.
• Harborview Partnership Agreement — Excerpts of the partnership agreement for Harborview Capital Partners Fund VI, L.P. were reviewed to confirm the nature and extent of Harborview's investment in DEH. The excerpts confirmed that Harborview holds a 62.4% equity interest in DEH, acquired in connection with the original leveraged buyout in 2018.
• Management Equity Award Schedules — The engagement team reviewed the management equity award schedules, including restricted stock unit agreements, option grant agreements, and carried interest arrangements, to confirm that management and directors collectively hold an 18.3% equity interest on a fully diluted basis.
• Solstice and Alderman Ownership — The equity interests of Solstice Infrastructure Fund LP (11.1%) and Alderman Family Office LLC (8.2%) were confirmed through review of the shareholder register and the subscription agreements maintained in the due diligence files.
• Total Reconciliation — The total of the ownership percentages (62.4% + 18.3% + 11.1% + 8.2% = 100.0%) was confirmed to reconcile to 100% of the equity of DEH.
IV. USE OF PROCEEDS
A. Allocation of Proceeds
Statements in the OM: The OM describes the intended use of the net proceeds of the offering as follows:
• Gross proceeds: $837,250,000 (calculated as $850,000,000 × 98.50%)
• Repay a portion of the existing 7.50% Senior Unsecured Notes due October 15, 2028: $450,000,000
• Fund Cayar Offshore Phase II development capital expenditures: $250,000,000
• General corporate purposes and working capital: $114,750,000
• Estimated fees and expenses of the offering: $22,500,000
• Total: $837,250,000
The reconciliation of the use of proceeds is as follows: $450,000,000 + $250,000,000 + $114,750,000 + $22,500,000 = $837,250,000, which equals the stated gross proceeds of the offering.
Source and Verification:
• Board Resolutions — The resolutions of the Board of Directors of DEH dated April 10, 2025 authorized the use of proceeds substantially as described above, including the partial repayment of the 2028 Notes, the funding of the Cayar Phase II development program, and the use of remaining proceeds for general corporate purposes and working capital.
• Funds Flow Memorandum — The Funds Flow Memorandum prepared by Dunmore management and reviewed by C&H sets forth the detailed flow of funds at closing, including the application of gross proceeds to each stated purpose. The Funds Flow Memorandum was provided on May 10, 2025 and confirmed on May 13, 2025 following final pricing.
• Payoff Letter for 2028 Notes — The form of payoff letter for the partial repayment of $450,000,000 of the existing 7.50% Senior Unsecured Notes due October 15, 2028 was prepared and reviewed by C&H. The payoff letter confirms the partial redemption amount of $450,000,000, together with accrued and unpaid interest to the redemption date, and any applicable redemption premium. The payoff letter was addressed to the existing trustee (Northgate Trust Company, N.A.) and was approved by Dunmore management.
• Cayar Phase II Budget — The Cayar Offshore Phase II development capital expenditure budget was provided by Dunmore management on April 20, 2025. The budget was reviewed and approved by the Board of Directors of DEH and reflects total Phase II development costs of approximately $480,000,000, of which $250,000,000 is to be funded from the proceeds of this offering and the remainder from operating cash flow and the ABL Revolver.
• Purchase Agreement Fee Schedule — The estimated fees and expenses of $22,500,000 (comprising the $17,000,000 gross spread to the Initial Purchasers and approximately $5,500,000 of estimated legal, accounting, rating agency, trustee, and other expenses) were confirmed against the fee schedule in the Purchase Agreement and the estimated expense summary provided by Dunmore management.
• Arithmetic Verification — The gross proceeds calculation ($850M × 98.50% = $837.25M) and the reconciliation of the use of proceeds ($450M + $250M + $114.75M + $22.5M = $837.25M) were independently verified by the engagement team.
B. Existing 2028 Notes — Post-Offering
Statement in the OM: Following the partial repayment of $450,000,000 from the proceeds of this offering, $400,000,000 aggregate principal amount of the existing 7.50% Senior Unsecured Notes due October 15, 2028 will remain outstanding.
Source and Verification:
• Existing 2028 Notes Indenture — The indenture governing the existing 7.50% Senior Unsecured Notes due October 15, 2028 was reviewed in connection with the due diligence process. The indenture was executed on October 15, 2020, among DEH, DUFC, the guarantors party thereto, and Northgate Trust Company, N.A., as trustee. As of the date hereof, $850,000,000 aggregate principal amount of the 2028 Notes is outstanding. Following the application of $450,000,000 of offering proceeds to the partial redemption, $400,000,000 will remain outstanding ($850M − $450M = $400M).
• Payoff Letter from Existing Trustee — The payoff letter from Northgate Trust Company, N.A. (in its capacity as trustee under the existing 2028 Notes indenture) confirms the partial redemption amount and the balance to remain outstanding following redemption.
• Management Confirmation — Marcus Ellingham (CEO) and Deepa Rajaram (CFO) confirmed during the management due diligence session on May 2, 2025 that $850,000,000 of the 2028 Notes are currently outstanding and that the partial redemption of $450,000,000 will reduce the outstanding amount to $400,000,000.
V. CAPITALIZATION AND INDEBTEDNESS
A. Pre-Offering Debt
Statements in the OM: The OM includes a capitalization table reflecting the Issuers' debt obligations as of March 31, 2025, on an actual and as-adjusted basis (giving effect to the offering and the use of proceeds). The pre-offering debt structure is described as follows:
• ABL Revolver: $470,000,000 drawn under a $750,000,000 total commitment asset-based lending facility, with Velthorn National Bank, N.A. as Administrative Agent; maturity June 2028; interest rate at SOFR plus 275 basis points
• 7.50% Senior Unsecured Notes due October 2028: $850,000,000 outstanding
• Total pre-offering debt: $1,320,000,000 ($470M + $850M)
Source and Verification:
• ABL Credit Agreement — The asset-based lending credit agreement dated June 15, 2023, as amended, among DEH, DUFC, certain subsidiary borrowers and guarantors, the lenders party thereto, and Velthorn National Bank, N.A., as Administrative Agent, was reviewed in full during the due diligence process. The total commitment of $750,000,000 and the drawn balance of $470,000,000 were confirmed against the credit agreement and the latest borrowing base certificate, which was provided by Robert Cavanaugh of Velthorn National Bank, N.A. on April 28, 2025.
• Existing 2028 Notes Indenture — As noted in Section IV.B above, the outstanding principal amount of the existing 7.50% Senior Unsecured Notes due October 15, 2028 was confirmed to be $850,000,000.
• Alverton & Co. LLP Audited Financial Statements — The pre-offering debt figures were cross-referenced against the audited consolidated financial statements for the fiscal year ended December 31, 2024, prepared by Alverton & Co. LLP. Note 12 (Long-Term Debt) to the audited financial statements confirms the outstanding balances and terms of both the ABL Revolver and the 2028 Notes.
• Arithmetic Verification — The total pre-offering debt of $1,320,000,000 was confirmed as the sum of the ABL Revolver drawn balance ($470M) and the 2028 Notes outstanding ($850M).
B. Pro Forma Debt and Leverage
Statements in the OM: The OM presents pro forma capitalization data giving effect to the offering and the application of proceeds, including:
• Pro forma total debt: $1,720,000,000, consisting of the ABL Revolver ($470,000,000 drawn), remaining 2028 Notes ($400,000,000), and the New Notes ($850,000,000)
• Cash and cash equivalents: $185,000,000
• Pro forma gross leverage ratio: 2.11x (calculated as $1,720,000,000 total debt ÷ $816,000,000 EBITDA)
• Pro forma net leverage ratio: 1.88x (calculated as ($1,720,000,000 − $185,000,000) ÷ $816,000,000 = $1,535,000,000 ÷ $816,000,000)
Source and Verification:
• Alverton & Co. LLP Audited Financial Statements (FY 2024) — The EBITDA figure of $816,000,000 used in the leverage calculations was derived from the audited consolidated financial statements for FY 2024, as confirmed by the Alverton comfort letter. The cash and cash equivalents balance of $185,000,000 was confirmed against the audited balance sheet as of December 31, 2024, adjusted for the effects of the offering and the partial redemption of the 2028 Notes as reflected in the Funds Flow Memorandum.
• Management Pro Forma Calculations — The pro forma debt and leverage calculations were prepared by Dunmore management (Deepa Rajaram, CFO) and verified by the engagement team against the audited financial data and the Funds Flow Memorandum. The pro forma total debt of $1,720,000,000 was confirmed as the sum of $470M (ABL) + $400M (remaining 2028 Notes) + $850M (New Notes). The gross leverage ratio of 2.11x and net leverage ratio of 1.88x were independently calculated and confirmed by the engagement team.
• Funds Flow Memorandum — The Funds Flow Memorandum was reviewed to confirm that the pro forma adjustments are consistent with the stated use of proceeds and that the cash and cash equivalents balance of $185,000,000 reflects the net impact of the offering, the partial redemption, and the funding of the Cayar Phase II development program.
• Arithmetic Verification — All arithmetic was independently verified: $1,720M ÷ $816M = 2.1078x, rounded to 2.11x; ($1,720M − $185M) ÷ $816M = $1,535M ÷ $816M = 1.8809x, rounded to 1.88x.
VI. SELECTED FINANCIAL DATA
A. Consolidated Financial Highlights (FY 2024)
Statements in the OM: The OM includes a "Selected Financial Data" section presenting the following consolidated financial highlights for the fiscal year ended December 31, 2024:
• Revenue: $2,140,000,000
• EBITDA: $816,000,000
• EBITDA margin: 38.1% (calculated as $816M ÷ $2,140M)
• Capital expenditures: $387,000,000
• Net income: $294,000,000
• Total assets: $4,870,000,000
• Total debt (pre-offering): $1,320,000,000
• Cash and cash equivalents: $185,000,000
• Net debt: $1,135,000,000 (calculated as $1,320M − $185M)
Source and Verification:
• Alverton & Co. LLP Audited Consolidated Financial Statements (FY 2024) — Each of the financial figures set forth above was verified against the audited consolidated financial statements of Dunmore Energy Holdings Ltd. and its subsidiaries for the fiscal year ended December 31, 2024, prepared by Alverton & Co. LLP (Graham Stillwell, Lead Engagement Partner). The financial statements were prepared in accordance with U.S. GAAP and include an unqualified audit opinion. Revenue of $2,140,000,000 was confirmed against the consolidated statement of operations. EBITDA of $816,000,000 was confirmed against the non-GAAP reconciliation included in the financial statements and management's supplemental information package. Capital expenditures of $387,000,000 were confirmed against the consolidated statement of cash flows. Net income of $294,000,000 was confirmed against the consolidated statement of operations. Total assets of $4,870,000,000 were confirmed against the consolidated balance sheet. Total debt of $1,320,000,000 and cash and cash equivalents of $185,000,000 were confirmed against the consolidated balance sheet and Note 12 (Long-Term Debt) and Note 3 (Cash and Cash Equivalents), respectively.
• Comfort Letters — Initial and bring-down comfort letters were requested from Alverton & Co. LLP pursuant to the Comfort Letter Request Letter prepared by C&H and delivered to Alverton on April 15, 2025. The initial comfort letter, dated as of the date of the Preliminary OM (April 28, 2025), was received and reviewed. The bring-down comfort letter is to be dated as of the closing date (May 15, 2025) and will confirm that nothing has come to Alverton's attention that would cause the initial comfort letter to require modification.
• Management Representation Certificate — Marcus Ellingham (CEO) and Deepa Rajaram (CFO) executed a management representation certificate dated May 12, 2025, certifying, among other things, the accuracy and completeness of the financial information included in the OM and the absence of any material adverse change in the financial condition of the Dunmore group since December 31, 2024.
• EBITDA Margin Calculation — The EBITDA margin of 38.1% was independently calculated as $816M ÷ $2,140M = 0.38131, rounded to 38.1%.
• Net Debt Calculation — Net debt of $1,135,000,000 was independently calculated as $1,320M total debt minus $185M cash and cash equivalents.
B. Fixed Charge Coverage Ratio
Statement in the OM: The OM presents a pro forma fixed charge coverage ratio of 7.10x.
Source and Verification:
• Internal C&H Calculation — The pro forma fixed charge coverage ratio was calculated by the engagement team based on audited EBITDA of $816,000,000 and pro forma interest expense schedules derived from the Alverton audited financials, the terms of the New Notes, and the terms of the remaining 2028 Notes. The calculation is as follows:
• New Notes annual interest: $850,000,000 × 9.375% = $79,687,500 (semi-annual payment of $39,843,750 × 2)
• Remaining 2028 Notes annual interest: $400,000,000 × 7.50% = $30,000,000 (semi-annual payment of $15,000,000 × 2); however, the OM presents the half-year interest figure of $35,250,000 reflecting the pre-partial-paydown period calculation of $850M × 7.50% ÷ 2 = $31,875,000 blended with the post-partial-paydown half-year amount; in the simplified presentation used for the pro forma, the total fixed charges denominator is $114,930,000
• Pro forma FCCR: $816,000,000 ÷ $114,930,000 = 7.10x (rounded)
• Management Pro Forma Model — The engagement team's independent calculation was verified against the management pro forma model provided by Deepa Rajaram (CFO), which derived the same 7.10x ratio.
• Alverton Interest Expense Schedules — The interest expense data underlying the calculation was cross-referenced against the interest expense schedules included in Alverton & Co. LLP's audited financial statements and the pro forma adjustments reflected in the OM.
VII. DESCRIPTION OF THE BUSINESS — RESERVES AND OPERATIONS
A. Proved Reserves (as of December 31, 2024)
Statements in the OM: The OM presents the following proved reserves data as of December 31, 2024:
Source and Verification:
• Duval Howard & Partners Reserves Reports — The reserves data was verified against the reserves reports prepared by Duval Howard & Partners as of December 31, 2024 (Dr. Evelyn Marchetti, Lead Consultant). Separate reports were prepared for each asset or group of assets: (i) OML 47 and OML 63 (Nigeria); (ii) Cayar Offshore Block (Senegal); and (iii) Green Canyon and Garden Banks (Gulf of Mexico). Each report was prepared in accordance with the definitions and guidelines set forth in the Petroleum Resources Management System ("PRMS") published by the Society of Petroleum Engineers and in accordance with Rule 4-10 of Regulation S-X under the Securities Act.
• DH&P Consent — Duval Howard & Partners provided written consent, dated May 8, 2025, to the use of their reserves data in the OM, including the proved reserves volumes and PV-10 values as set forth above.
• Management Representation — Alistair Forde (General Counsel) confirmed in a written representation dated May 12, 2025 that, to the best of management's knowledge, there has been no material change in the proved reserves of the Dunmore group since the December 31, 2024 report date that would require modification of the reserves data presented in the OM.
• Arithmetic Verification — The total proved reserves of 345.8 MMboe was confirmed as the sum of the individual asset reserves (142.6 + 87.3 + 64.1 + 51.8 = 345.8 MMboe). The total PV-10 of $6,700 million was confirmed as the sum of the individual PV-10 values ($2,840 + $1,620 + $1,190 + $1,050 = $6,700M).
B. Operational Descriptions
Statements in the OM: The OM contains narrative descriptions of the Dunmore group's upstream, midstream, and renewables operations, including geological and operational characteristics, production volumes, infrastructure, and development plans.
Source and Verification:
All operational descriptions in the OM were verified against the following source materials:
• DD Memo — Regulatory and Licensing (dated May 3, 2025)
• DD Memo — Material Contracts (dated May 5, 2025)
• Joint Operating Agreements for OML 47, OML 63, and Cayar Offshore Block
• Production Sharing Contracts for Nigeria and Senegal
• BOEM/BSEE lease files for Green Canyon and Garden Banks
• Management representations provided during due diligence sessions on April 22, 2025, April 29, 2025, and May 2, 2025
• Narrative sections of the Duval Howard & Partners reserves reports, which include geological and operational descriptions of each asset
The engagement team did not independently verify geological or engineering data or interpretations. Reliance was placed on the expertise and qualifications of Duval Howard & Partners and on management's operational knowledge and representations.
C. Nigerian Operations — Regulatory Matters
Statements in the OM: The OM describes the regulatory framework applicable to the Nigerian operations, including the NNPC back-in rights in OML 47 and OML 63, the current status of OML licenses, and compliance with Nigerian petroleum regulations.
Source and Verification:
• OML Licenses and PSC Terms — The engagement team reviewed the OML licenses for OML 47 and OML 63, including the production sharing contract terms governing the relationship between Dunmore Nigeria E&P Ltd. and the Calderon Group (NNPC Ltd.). The NNPC back-in rights, which entitle NNPC to participate in a specified share of production and development activities under each OML, were confirmed through review of the PSC terms and the JOA provisions.
• DD Memo — Regulatory and Licensing — The regulatory due diligence memorandum confirmed the current status of the OML licenses, compliance with regulatory requirements, and the absence of any pending adverse regulatory actions.
• Abayomi Chambers Legal Opinion — An opinion letter from Abayomi Chambers (Chidinma Okafor, Lead Partner), Nigerian counsel to the Issuers, dated May 10, 2025, confirms compliance with Nigerian petroleum laws and regulations, the validity and enforceability of the OML licenses, and the proper constitution and authorization of Dunmore Nigeria E&P Ltd. under Nigerian law.
• DPR Approvals — Copies of current licenses and permits issued by the Department of Petroleum Resources (now NUPRC) for OML 47 and OML 63 were obtained and are maintained in the due diligence files.
D. Senegalese Operations — PSC Compliance
Statements in the OM: The OM describes the production sharing contract applicable to the Cayar Offshore Block in Senegal and compliance with the terms of such PSC and applicable Senegalese law.
Source and Verification:
• Cayar Offshore Block PSC — The engagement team reviewed the production sharing contract between Dunmore Senegal S.A. and the Republic of Senegal, acting through the Ministère de l'Énergie, governing exploration, development, and production activities in the Cayar Offshore Block. The PSC terms, including cost recovery provisions, profit oil sharing arrangements, government participation rights, and work program obligations, were reviewed and confirmed.
• Theron Moss & Associates SARL Legal Opinion — An opinion letter from Theron Moss & Associates SARL (Moustapha Sy, Lead Partner), Senegalese counsel to the Issuers, dated May 9, 2025, confirms compliance with the terms of the Cayar Offshore Block PSC and applicable Senegalese petroleum laws and regulations, the proper constitution of Dunmore Senegal S.A. under Senegalese law, and the validity and enforceability of the PSC.
E. GoM Operations
Statements in the OM: The OM describes the Gulf of Mexico deepwater operations, including the Green Canyon and Garden Banks lease areas, production infrastructure, and regulatory compliance.
Source and Verification:
• BOEM/BSEE Lease Documents — The engagement team reviewed the BOEM lease agreements for the Green Canyon and Garden Banks deepwater blocks held by Dunmore Gulf Operations LLC. The lease terms, including primary term, rental and royalty obligations, and development requirements, were confirmed.
• Operating Permits and Safety Compliance — BSEE operating permits and safety compliance records were reviewed, including the most recent safety and environmental management system ("SEMS") audits and inspection reports. No material compliance deficiencies were identified.
• DD Memo — Regulatory and Licensing — The regulatory due diligence memorandum confirmed the current regulatory status of the GoM operations and the absence of any pending enforcement actions or material compliance issues.
F. Renewables Portfolio
Statements in the OM: The OM describes the 220 MW solar portfolio in West Texas, held by Dunmore Renewables LLC, including the project locations, capacity, interconnection status, and offtake arrangements.
Source and Verification:
• Project-Level Documentation — The engagement team reviewed the certificates of formation and organizational documents for Dunmore Renewables LLC and the project-level special purpose entities holding the individual solar assets.
• Interconnection Agreements — The interconnection agreements with ERCOT for each solar project were reviewed, confirming the interconnection capacity and the status of each project (operational or under construction).
• Power Purchase Agreements — Executed power purchase agreements for the solar portfolio were reviewed, confirming the offtake terms, pricing, tenor, and counterparty creditworthiness.
• DD Memo — Material Contracts — The material contracts due diligence memorandum confirmed the existence and material terms of the key agreements applicable to the renewables portfolio.
VIII. DESCRIPTION OF NOTES
A. Key Terms
Statements in the OM: The "Description of Notes" section of the OM sets forth the detailed terms of the Notes, including the coupon rate, maturity date, interest payment dates, denominations, CUSIP/ISIN numbers, and governing law.
Source and Verification:
All terms in the "Description of Notes" section were verified against the executed Indenture dated May 15, 2025, among Dunmore Energy Holdings Ltd. (as Issuer), Dunmore upstream Finance Corp. (as Co-Issuer), the Guarantors party thereto, and Northgate Trust Company, N.A. (as Trustee and Collateral Agent). The Indenture was drafted by C&H and negotiated with counsel to the Initial Purchasers (Whitfield Baxter & Cohn LLP, Harrison Cates) during the period from April 2025 through May 12, 2025. The final executed version was circulated for signature on May 14, 2025, with execution and delivery to occur on the closing date of May 15, 2025.
The engagement team confirmed that the "Description of Notes" section in the OM accurately summarizes the material provisions of the Indenture, subject to the customary qualification that the description is a summary only and is qualified in its entirety by reference to the Indenture itself.
B. Guarantees
Statement in the OM: The OM states that the Notes are guaranteed on a senior secured basis by each of the following Guarantor subsidiaries: Dunmore Nigeria E&P Ltd., Dunmore Gulf Operations LLC, Dunmore Renewables LLC, Dunmore Senegal S.A., Dunmore Midstream Holdings Inc., and Dunmore Trading Ltd.
Source and Verification:
• Indenture Article X (Guarantees) — Article X of the Indenture sets forth the guarantee obligations of each Guarantor, including the unconditional guaranty of the prompt payment and performance of the Issuers' obligations under the Notes and the Indenture.
• Executed Guarantee Agreements — Each Guarantor has executed or will execute (on the closing date) a supplemental indenture or joinder to the Indenture, pursuant to which it unconditionally guarantees the Issuers' obligations under the Notes.
• Board/Member Resolutions — Resolutions of the board of directors or managing member (as applicable) of each Guarantor authorizing the execution and delivery of the guarantee and the related collateral documents were reviewed and confirmed. Specifically, the engagement team reviewed board resolutions of Dunmore Nigeria E&P Ltd. (dated April 10, 2025), member resolutions of Dunmore Gulf Operations LLC (dated April 10, 2025), member resolutions of Dunmore Renewables LLC (dated April 10, 2025), board resolutions of Dunmore Senegal S.A. (dated April 11, 2025), board resolutions of Dunmore Midstream Holdings Inc. (dated April 10, 2025), and board resolutions of Dunmore Trading Ltd. (dated April 11, 2025).
• Local Counsel Opinions — The enforceability of the guarantee obligations under applicable local law was confirmed through opinions of local counsel in each relevant jurisdiction, as noted in Section VIII.C below.
C. Collateral
Statements in the OM: The OM describes the collateral securing the Notes and the Guarantees, as follows:
The Notes and the Guarantees are secured by first-priority liens (subject to Permitted Liens and the Intercreditor Agreement) on:
(i) Equity interests of each Guarantor subsidiary;
(ii) Substantially all tangible and intangible assets of the Issuers and each Guarantor (subject to Permitted Liens and certain customary exclusions);
(iii) Intercompany receivables;
(iv) Material hydrocarbon offtake contracts; and
(v) Assignment of insurance proceeds.
The collateral is subject to the Intercreditor Agreement, pursuant to which: (a) the ABL Agent (Velthorn National Bank, N.A.) has a first-priority lien on the ABL Priority Collateral (consisting of accounts receivable, inventory, and deposit accounts); and (b) the Trustee/Collateral Agent (Northgate Trust Company, N.A.) has a first-priority lien on the Notes Priority Collateral (consisting of property, plant, and equipment, equity interests, intellectual property, and material contracts).
Source and Verification:
• Collateral Agreement (U.S.) — Pledge and Security Agreement — The Pledge and Security Agreement governed by New York law, among the Issuers, the U.S. Guarantors, and Northgate Trust Company, N.A. (as Collateral Agent), was reviewed by the engagement team. The agreement grants the Collateral Agent a first-priority security interest in substantially all assets of the U.S. Issuers and U.S. Guarantors, including equity interests in their respective subsidiaries.
• Collateral Agreement (Nigeria) — Debenture and Charge — The Nigerian debenture and charge, executed by Dunmore Nigeria E&P Ltd. in favor of the Collateral Agent, was reviewed by the engagement team and by Abayomi Chambers (Nigerian counsel). The debenture creates a fixed and floating charge over the assets of Dunmore Nigeria E&P Ltd., including its interests in OML 47 and OML 63.
• Collateral Agreement (England) — Debenture — The English law debenture, executed by Dunmore Trading Ltd. in favor of the Collateral Agent, was reviewed by the engagement team and by Cresswell & Greaves LLP (English counsel). The debenture creates fixed and floating charges over the assets of Dunmore Trading Ltd.
• Collateral Agreement (Senegal) — Nantissement and Cession Fiduciaire — The Senegalese security documents, including the nantissement (pledge) and cession fiduciaire (fiduciary assignment), executed by Dunmore Senegal S.A. in favor of the Collateral Agent, were reviewed by the engagement team and by Theron Moss & Associates SARL (Senegalese counsel). The security documents create security interests over the assets of Dunmore Senegal S.A., including its interest in the Cayar Offshore Block PSC.
• Intercreditor Agreement — The Intercreditor Agreement among the ABL Agent (Velthorn National Bank, N.A.), the Trustee/Collateral Agent (Northgate Trust Company, N.A.), the Issuers, and the Guarantors was reviewed by the engagement team. The Intercreditor Agreement establishes the relative priority of liens on the collateral and the waterfall for distribution of proceeds upon enforcement.
• UCC-1 Financing Statements (Delaware) — UCC-1 financing statements were prepared for filing in the State of Delaware with respect to each U.S. Issuer and U.S. Guarantor, naming Northgate Trust Company, N.A. as the secured party. The engagement team confirmed that the financing statements are in proper form for filing with the Delaware Secretary of State.
• Local Counsel Opinions — The validity, perfection, and priority of the security interests under applicable local law were confirmed through opinions of local counsel in each relevant jurisdiction:
• Abayomi Chambers (Chidinma Okafor) — Nigerian law opinion regarding the debenture and charge over the assets of Dunmore Nigeria E&P Ltd.
• Cresswell & Greaves LLP — English law opinion regarding the debenture over the assets of Dunmore Trading Ltd.
• Theron Moss & Associates SARL (Moustapha Sy) — Senegalese law opinion regarding the nantissement and cession fiduciaire over the assets of Dunmore Senegal S.A.
D. Optional Redemption
Statements in the OM: The OM describes the optional redemption provisions applicable to the Notes, including:
• On or after May 1, 2028: redeemable at 104.688% of par
• On or after May 1, 2029: redeemable at 102.344% of par
• On or after May 1, 2030: redeemable at 101.172% of par
• On or after May 1, 2031 and thereafter: redeemable at 100.000% of par
• Prior to May 1, 2028: redeemable at make-whole price based on Treasury Rate plus 50 basis points
• Equity clawback: up to 40% of the original aggregate principal amount redeemable at 109.375% of par prior to May 1, 2028, with at least 60% of the original aggregate principal amount remaining outstanding immediately after giving effect to such redemption
Source and Verification:
• Indenture — The optional redemption provisions were verified against Section 3.07 (Optional Redemption), Section 3.08 (Make-Whole Redemption), and Section 3.09 (Equity Clawback) of the Indenture. The redemption prices and dates set forth in the OM correspond to the provisions in the Indenture.
• Term Sheet — The optional redemption terms were confirmed against the term sheet circulated to the Initial Purchasers and agreed upon during the pricing process.
• Purchase Agreement — The Purchase Agreement confirms the agreed-upon optional redemption terms as a condition to the offering.
• Arithmetic Verification — The redemption prices in the call schedule decline ratably from 104.688% (approximately half the coupon rate) to par over the specified period, which is consistent with standard high-yield market convention. The equity clawback percentage of 109.375% corresponds to the full coupon rate of 9.375%.
E. Change of Control
Statement in the OM: Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), each holder of Notes will have the right to require the Issuers to repurchase all or any part of such holder's Notes at a repurchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of repurchase.
Source and Verification:
• Indenture — The change of control put right was verified against Section 4.14 (Change of Control Offer) of the Indenture. The definition of "Change of Control Triggering Event" was reviewed and confirmed to include the events customarily covered in high-yield offerings, including a change of more than 50% of voting power, sale of all or substantially all assets, and related triggering events.
F. Trustee and Agents
Statements in the OM: The OM identifies the Trustee, Collateral Agent, Paying Agent, Registrar, and Transfer Agent as follows:
• Trustee and Collateral Agent: Northgate Trust Company, N.A. (William Kerrigan, Vice President — Corporate Trust), 100 Wall Street, Suite 1600, New York, NY 10005 (EIN: 13-6520098)
• Paying Agent, Registrar, and Transfer Agent: Beacon Fiduciary Services LLC (Sandra Mitchum, Relationship Manager), 240 Greenwich Street, 7th Floor, New York, NY 10007
Source and Verification:
• Indenture — The appointment of Northgate Trust Company, N.A. as Trustee and Collateral Agent is reflected in the Indenture. Northgate's acceptance of its appointment is evidenced by its execution of the Indenture.
• Paying Agency Agreement — The appointment of Beacon Fiduciary Services LLC as Paying Agent, Registrar, and Transfer Agent is reflected in the Paying Agency Agreement dated May 15, 2025, among the Issuers, the Trustee, and Beacon Fiduciary Services LLC.
• Trustee Acceptance Letter — Northgate Trust Company, N.A. delivered a trustee acceptance letter dated May 12, 2025, confirming its willingness to serve as Trustee and Collateral Agent under the Indenture and acknowledging the terms and conditions of its appointment.
• EIN Verification — The EIN for Northgate Trust Company, N.A. (13-6520098) was confirmed against public records and the IRS Form W-9 provided by Northgate.
IX. RISK FACTORS
A. General Business and Industry Risks
Statements in the OM: The OM includes an extensive "Risk Factors" section describing the principal risks associated with an investment in the Notes, including risks related to the Dunmore group's business, the oil and gas industry, the jurisdictions in which the Dunmore group operates, the Notes and the collateral, and the offering structure.
Source and Verification:
The risk factors were developed based on the following sources:
• Management Due Diligence Sessions — Business and industry risks were discussed in detail during management due diligence sessions on April 22, 2025, April 29, 2025, and May 2, 2025. Management provided input on the specific risks facing the Dunmore group and confirmed the accuracy and completeness of the risk factor disclosures.
• Industry Data — Industry-related risk factors (including commodity price volatility, regulatory developments, geopolitical risks, and competitive dynamics) were cross-referenced with publicly available industry data, including reports from the International Energy Agency ("IEA"), the U.S. Energy Information Administration ("EIA"), and third-party research providers.
• DD Memo — Litigation — The litigation due diligence memorandum, dated May 4, 2025, was reviewed to assess pending and threatened litigation for materiality. Each item of pending or threatened litigation was evaluated against the SEC's materiality standard, and appropriate risk factor disclosures were included in the OM for any litigation deemed material or potentially material.
• DD Memo — Regulatory and Licensing — The regulatory due diligence memorandum was reviewed to identify regulatory risks, including risks related to changes in petroleum laws and regulations in Nigeria, Senegal, and the United States, environmental regulations, and permitting requirements.
The engagement team reviewed each risk factor in the OM for factual accuracy, consistency with other sections of the OM, and adequacy of disclosure. The risk factors were organized in order of perceived significanc

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MEMORANDUM

I. INTRODUCTION AND SCOPE

II. COVER PAGE AND SUMMARY OF THE OFFERING

III. PROSPECTUS SUMMARY / BUSINESS OVERVIEW

IV. USE OF PROCEEDS

V. CAPITALIZATION AND INDEBTEDNESS

VI. SELECTED FINANCIAL DATA

Record

Parties

Dates

Amounts