1016-00003 · Client 1016 · Offering Memorandum

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ENVIRONMENTAL AND SOCIAL RESPONSIBILITY

This section forms part of the Offering Memorandum dated May 14, 2025 (the "Offering Memorandum") for the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") issued by Dunmore Energy Holdings Ltd., a Cayman Islands exempted company ("DEH" or the "Company"), and Dunmore upstream Finance Corp., a Delaware corporation ("DUFC" and, together with DEH, the "Issuers"). Unless the context otherwise requires, references to "Dunmore," "we," "us," and "our" refer to DEH and its consolidated subsidiaries, including DUFC.

The environmental, social, and governance ("ESG") data and metrics presented in this section were prepared with the assistance of Barrisford Advisory Group LLC ("Barrisford"), an independent ESG and sustainability consultant retained by the Company, and reflect data as of and for the fiscal year ended December 31, 2024 ("FY 2024"), unless otherwise indicated. Nathan Reyes Linley CPAs LLP, Lead Consultant at Barrisford Advisory Group LLC, 1700 K Street NW, Suite 900, Washington, DC 20006, served as the primary point of contact for the preparation and compilation of ESG data included in this section. Barrisford has consented to the inclusion of its name and data in this Offering Memorandum.

Cautionary Language. Certain statements in this section constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended, and applicable Canadian and international securities laws. These forward-looking statements include, without limitation, statements regarding the Company's net-zero commitment, greenhouse gas emissions reduction targets, planned capital investments in lower-emission facilities, sustainability strategy, renewable energy expansion, and community development plans. Forward-looking statements can generally be identified by the use of words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "projects," "targets," "commits," "will," "would," "could," "should," or similar expressions. Investors should read this section in conjunction with the risk factors entitled "Risks Related to ESG and Climate" and "Risks Related to Sanctions, OFAC, and Anti-Corruption" included elsewhere in this Offering Memorandum. Actual results may differ materially from those expressed or implied in any forward-looking statement.

1. Overview of Our ESG Commitment

Dunmore Energy Holdings Ltd. is an upstream and midstream oil and gas company with diversified operations spanning West Africa, the Gulf of Mexico, and a growing renewable energy portfolio in the United States. The Company's upstream operations include producing assets in Nigeria — specifically Onshore Mining Leases OML 47 and OML 63, both located in the Niger Delta — and the Cayar Offshore Block in Senegal, which is in the early stages of production. In the Gulf of Mexico, the Company holds deepwater leases in the Green Canyon and Garden Banks protraction areas, which together constitute a material portion of the Company's proved reserves and daily production volumes. In addition, the Company operates a nascent renewable energy portfolio consisting of 220 MW of utility-scale solar capacity in West Texas, held and operated through Dunmore Renewables LLC, a wholly owned subsidiary.

As of December 31, 2024, the Company employed approximately 3,400 individuals worldwide across its various operating subsidiaries and corporate offices. The Company's principal executive offices are located on the 14th Floor of Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman, Cayman Islands. Operational headquarters, including the offices of senior management and corporate functions, are maintained at 2900 Post Oak Boulevard, Suite 3100, Houston, Texas 77056.

ESG governance at Dunmore begins at the board level. The Board of Directors (the "Board") is chaired by Lady Constance Harrowby, an independent, non-executive director and former UK Secretary of State for Energy and Climate Change. Lady Harrowby provides strategic oversight of the Company's sustainability strategy, climate risk management, and stakeholder engagement initiatives. The Company's Chief Executive Officer, Marcus Ellingham, and Chief Financial Officer, Deepa Rajaram, serve as executive sponsors of ESG integration across all business units, ensuring that sustainability considerations are embedded in capital allocation decisions, operational planning, and corporate strategy. Management reports to the Board on ESG performance and climate-related matters on a quarterly basis.

The Company's ESG framework is informed by the recommendations and standards of several leading international organizations, including:

• The Task Force on Climate-Related Financial Disclosures ("TCFD"), whose recommendations provide a structured approach to governance, strategy, risk management, and metrics and targets for climate-related disclosures;

• The Sustainability Accounting Standards Board ("SASB") Oil & Gas Exploration & Production standard, which identifies financially material ESG topics for upstream oil and gas companies;

• The International Sustainability Standards Board ("ISSB"), specifically IFRS S1 (General Requirements for Sustainability-related Financial Disclosures) and IFRS S2 (Climate-related Disclosures), which the Company is evaluating for full adoption in future reporting periods.

Dunmore views responsible environmental stewardship and meaningful community engagement as integral to long-term value creation and essential to maintaining the Company's social license to operate. This commitment is of particular significance given the Company's substantial operational presence in the Niger Delta region of Nigeria, an area characterized by both ecological sensitivity and complex socio-economic dynamics. The Company recognizes that its ability to attract capital, retain talented personnel, maintain productive relationships with host communities and host governments, and sustain its operational platform over the long term depends in meaningful part on its performance across ESG dimensions. The information presented in this section is intended to provide investors with transparency into the Company's current ESG posture, ongoing initiatives, and strategic commitments.

2. Climate and Greenhouse Gas Emissions

The Company recognizes that climate change and greenhouse gas ("GHG") emissions represent material risks and opportunities for its business, its investors, and the communities in which it operates. As an upstream and midstream oil and gas producer, Dunmore is both a contributor to and is affected by the global challenge of climate change. The Company is committed to transparently reporting its GHG emissions, investing in emissions reduction initiatives, and aligning its climate disclosures with leading frameworks. The emissions data presented below were compiled with the assistance of Barrisford Advisory Group LLC in accordance with the GHG Protocol Corporate Accounting and Reporting Standard.

2.1 Scope 1 Emissions

The Company's Scope 1 (direct) GHG emissions for FY 2024 totaled approximately 1.42 million metric tons of carbon dioxide equivalent (CO₂e). Scope 1 emissions encompass all direct emissions from sources that are owned or controlled by the Company, including the combustion of fuels in production operations, routine and non-routine flaring of associated gas, venting of natural gas, and fugitive emissions from upstream and midstream facilities.

The principal sources of the Company's Scope 1 emissions include drilling and production operations, gas processing equipment, on-site power generation at field locations, mobile combustion from operational vehicles and marine vessels, and flaring at upstream facilities. These emissions arise across all of the Company's operating regions, including OML 47 and OML 63 in Nigeria, the Cayar Offshore Block in Senegal, and deepwater operations in the Green Canyon and Garden Banks protraction areas of the Gulf of Mexico.

The approximate regional breakdown of Scope 1 emissions for FY 2024, based on data prepared by Barrisford, is as follows:

• Nigeria (OML 47 and OML 63): The Company's Nigerian operations represent the largest single contributor to Scope 1 emissions, reflecting the scale of onshore and shallow-water production in the Niger Delta, the historical prevalence of gas flaring in the region, and the energy-intensive nature of operations in challenging terrain and climate conditions. Flaring at Nigerian operations, while significantly below industry averages (see Section 2.4 below), remains a meaningful source of direct emissions.

• Gulf of Mexico (Green Canyon / Garden Banks): The Company's deepwater operations in the Gulf of Mexico contribute a lower share of absolute Scope 1 emissions compared to the Nigerian portfolio; however, per-unit energy intensity (measured on a per-barrel-of-oil-equivalent basis) is higher in certain deepwater production facilities due to the energy demands of subsea production systems, floating production platforms, and associated artificial lift requirements.

• Senegal (Cayar Offshore Block): The Cayar Offshore Block is in the early stages of production, and absolute emissions from this asset remain relatively modest. As production ramps up — including the Phase II development to be funded in part with proceeds of this offering — total emissions from the Cayar Offshore Block are expected to increase, although the facility is being designed with lower-emission technologies (see Section 2.5 below).

• West Texas Solar Portfolio (Dunmore Renewables LLC): The Company's 220 MW solar portfolio in West Texas generates negligible Scope 1 emissions, consisting primarily of minor fugitive emissions from electrical equipment and emissions from occasional maintenance vehicle use.

Year-over-year trends. Management has implemented a multi-year program to reduce Scope 1 emissions through flaring reduction programs (including gas capture and reinjection infrastructure), operational efficiency improvements, equipment upgrades, and the application of best available technologies. The Company's Scope 1 emissions for FY 2024 declined by approximately 4.7% compared to FY 2023, driven primarily by the commissioning of new gas gathering infrastructure at OML 47 and improved production efficiency at Green Canyon. The Company expects continued incremental reductions in Scope 1 emissions intensity as additional capital is deployed toward flaring elimination, electrification of field operations, and renewable energy integration.

2.2 Scope 2 Emissions

The Company's Scope 2 (indirect) GHG emissions for FY 2024 totaled approximately 0.18 million metric tons of CO₂e. Scope 2 emissions represent indirect emissions from the generation of purchased electricity, steam, heating, and cooling consumed by the Company. The Company's Scope 2 emissions are calculated using the location-based method, consistent with the GHG Protocol Corporate Accounting and Reporting Standard.

The principal sources of the Company's Scope 2 emissions include purchased electricity for corporate and regional offices, purchased electricity and power for processing facilities and midstream infrastructure operated by Dunmore Midstream Holdings Inc. (a wholly owned subsidiary), and grid-supplied electricity consumed at certain field locations in the United States.

The combination of the Company's Scope 1 and Scope 2 emissions yields a total of approximately 1.60 million metric tons of CO₂e for FY 2024. This combined figure serves as the baseline for the Company's emissions reduction targets and net-zero commitment described in Section 3 below.

2.3 Scope 3 Emissions

Scope 3 (value chain) emissions encompass all indirect emissions that occur in the Company's value chain, both upstream and downstream, including but not limited to emissions from the downstream combustion of sold hydrocarbons by end users, transportation and distribution of products, purchased goods and services, and employee commuting.

The Company does not currently report Scope 3 emissions on a comprehensive basis. Management, in consultation with Barrisford Advisory Group LLC, is evaluating methodologies for the measurement, estimation, and disclosure of Scope 3 emissions in future reporting periods, consistent with evolving guidance from the ISSB, the U.S. Securities and Exchange Commission (the "SEC"), and other relevant standard-setters and regulatory bodies.

The Company acknowledges that Scope 3 emissions — particularly Category 11 emissions arising from the downstream combustion of sold crude oil and natural gas by refiners, utilities, and end consumers — are expected to represent the largest share of the Company's total GHG footprint by a substantial margin. This is consistent with the emissions profile of virtually all upstream oil and gas producers. The Company's approach to Scope 3 disclosure will be further developed as industry methodologies mature and as regulatory expectations crystallize. Investors should be aware that the inclusion of Scope 3 emissions in future disclosures would significantly increase the Company's total reported GHG emissions.

2.4 Methane Flaring Intensity

Methane flaring intensity — defined as the volume of gas flared per barrel of oil equivalent produced — is a key metric for evaluating the environmental performance of upstream oil and gas operations and is a focus area for regulators, investors, and civil society organizations globally. Gas flaring results in the emission of CO₂, methane, black carbon, and other pollutants, and represents a waste of potentially valuable hydrocarbon resources.

The Company's methane flaring intensity for FY 2024 was 3.8 m³/boe, reflecting the volume of gas flared per barrel of oil equivalent produced across all of the Company's upstream operations.

By comparison, the industry average methane flaring intensity for a peer group of upstream oil and gas companies with operations in West Africa, the Gulf of Mexico, and comparable jurisdictions was approximately 5.1 m³/boe, based on peer group analysis conducted by Barrisford Advisory Group LLC. Dunmore's flaring intensity for FY 2024 was therefore approximately 25% below the industry average, a result that reflects sustained investments in gas gathering, gas processing, and gas reinjection infrastructure, particularly at OML 47 and OML 63 in the Niger Delta.

The Company is a supporter of the World Bank's Zero Routine Flaring by 2030 initiative and has committed to eliminating routine gas flaring across its operations by 2030. Capital allocation decisions in recent years have prioritized investments in gas capture and monetization infrastructure at the Company's Nigerian assets, where flaring volumes have historically been highest. These efforts are complemented by regulatory requirements under the Petroleum Industry Act of Nigeria, which imposes penalties on routine flaring and mandates the commercialization or reinjection of associated gas.

2.5 Emissions Reduction Initiatives

The Company has identified and is actively pursuing a range of initiatives to reduce its GHG emissions across its operational portfolio. Key emissions reduction initiatives include the following:

Flaring Reduction. The Company continues to invest in gas gathering and reinjection infrastructure at OML 47, where a new gas gathering system was commissioned in the second half of FY 2024. At OML 63, new gas compression facilities are currently under construction and are expected to commence operations in the second half of 2025, which is anticipated to further reduce flaring volumes at that asset. These investments are designed to capture associated gas that would otherwise be flared, enabling the gas to be processed, reinjected for enhanced oil recovery, or delivered to the domestic Nigerian gas market.

Electrification of Field Operations. The Company is conducting a pilot program to electrify well-site equipment at its Green Canyon and Garden Banks deepwater operations in the Gulf of Mexico, utilizing a combination of grid-supplied electricity and renewable power sources. If successful, this pilot program may be expanded to additional facilities, with the potential to meaningfully reduce direct combustion-related emissions from field operations.

Renewable Energy Integration. The Company's 220 MW utility-scale solar portfolio in West Texas, operated through Dunmore Renewables LLC, is currently fully operational and generating revenue through long-term power purchase agreements. While the solar portfolio does not directly offset the Company's upstream oil and gas emissions, revenue from the portfolio supports the Company's energy-transition diversification strategy, and the portfolio demonstrates the Company's commitment to building competencies and scale in renewable energy.

Methane Leak Detection and Repair (LDAR). The Company has deployed advanced aerial and ground-based methane detection and quantification technology across its Nigerian and Gulf of Mexico assets. The LDAR program utilizes optical gas imaging cameras, fixed continuous monitoring sensors, and periodic aerial surveys (including drone-based surveys) to identify and remediate methane leaks from wellheads, gathering lines, processing equipment, storage tanks, and other infrastructure. Timely detection and repair of fugitive methane emissions is a cost-effective strategy for reducing Scope 1 GHG emissions and represents a best practice in the upstream oil and gas industry.

Cayar Offshore Phase II Development. The Phase II development of the Cayar Offshore Block in Senegal — to be funded in part with approximately $250,000,000 from the net proceeds of this offering — is being designed with lower-emission facilities from the outset. The Phase II development plan incorporates integrated gas handling systems intended to minimize or eliminate routine flaring, waste heat recovery systems, and energy-efficient subsea production architecture. The Company expects that the Cayar Offshore Phase II development will have a lower emissions intensity (on a per-boe basis) than the Company's existing asset portfolio.

3. Net-Zero by 2050 Commitment

The Company has committed to achieving net-zero Scope 1 and Scope 2 greenhouse gas emissions by 2050 (the "Net-Zero Commitment"). This commitment was formally adopted by the Board of Directors in November 2023, following a comprehensive review of the Company's climate strategy conducted in collaboration with Barrisford Advisory Group LLC and is endorsed by Board Chair Lady Constance Harrowby.

The Net-Zero Commitment encompasses all of the Company's direct (Scope 1) and indirect energy-related (Scope 2) GHG emissions across its consolidated operations. The Company has established interim targets and a phased pathway to achieve the Net-Zero Commitment, which includes the following key elements:

• Near-Term Target (2030): A 30% reduction in Scope 1 emissions intensity (measured in metric tons of CO₂e per barrel of oil equivalent produced) by 2030, relative to a 2022 baseline. This near-term target is designed to drive operational efficiency improvements and accelerate the deployment of flaring reduction, gas capture, and electrification technologies across the Company's producing assets.

• Medium-Term Target (2040): A 50% reduction in absolute Scope 1 and Scope 2 emissions by 2040, relative to a 2022 baseline. This medium-term target reflects the Company's expectation that a combination of operational emissions reductions, portfolio optimization, renewable energy expansion, and emerging technologies will collectively deliver substantial absolute emissions reductions over the next 15 years.

• Long-Term Target (2050): Net-zero Scope 1 and Scope 2 emissions by 2050, inclusive of verified carbon offsets and carbon capture, utilization, and storage ("CCUS") technology where necessary to address residual emissions that cannot be eliminated through operational improvements alone.

The Company has identified several enabling strategies to support the achievement of these targets, including:

(a) Expansion of the Company's renewable energy portfolio beyond the current 220 MW solar capacity in West Texas, including the potential development or acquisition of additional solar, wind, or other renewable energy assets;

(b) Continued and accelerated investment in gas capture, gathering, and reinjection infrastructure across the Company's upstream operations, with a particular focus on eliminating routine flaring at Nigerian assets;

(c) Potential deployment of CCUS technology at the Company's Nigerian and Gulf of Mexico facilities, subject to technical feasibility, regulatory approvals, and favorable economics;

(d) Portfolio optimization favoring lower-carbon-intensity assets, including potential divestiture of higher-emission-intensity assets and selective acquisition of assets with superior environmental profiles; and

(e) Procurement of high-quality, independently verified carbon offsets to address residual emissions, as a complement to, and not a substitute for, direct emissions reductions.

Cautionary Statement. The Company's ability to achieve its Net-Zero Commitment and interim emissions reduction targets is subject to significant uncertainties, including but not limited to: commodity price volatility and the impact of price cycles on capital availability; the pace and trajectory of technology development, particularly with respect to CCUS and next-generation methane detection; changes in regulatory frameworks in Nigeria, Senegal, the United States, the Cayman Islands, and other jurisdictions; political and security risks in West Africa; access to and cost of carbon offset markets; capital allocation decisions that may prioritize other business objectives; and macroeconomic conditions affecting the Company's financial performance and investment capacity. There can be no assurance that the Company will achieve its Net-Zero Commitment, or that it will do so within the timeframes described above. Investors should read this section in conjunction with the risk factors entitled "Risks Related to ESG and Climate" included elsewhere in this Offering Memorandum.

This cautionary statement is made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995 and is intended to qualify as a "meaningful cautionary statement" within the meaning of Section 21E(c)(1)(A)(i) of the Securities Exchange Act of 1934, as amended.

4. Community Development and Social Investment

The Company recognizes that its operations have a direct and significant impact on the communities in which it operates. Dunmore is committed to being a responsible corporate citizen and to investing in programs that promote economic development, social welfare, and quality of life in its host communities. The Company's community development and social investment activities are guided by principles of transparency, inclusivity, local participation, and alignment with host-country development priorities.

4.1 Nigeria Community Development

The Company's most significant community development activities are concentrated in Nigeria, where Dunmore Nigeria E&P Ltd. (a wholly owned subsidiary of DEH) operates OML 47 and OML 63 in the Niger Delta. The Niger Delta region is characterized by both substantial hydrocarbon resources and complex socio-economic and environmental challenges, including poverty, inadequate infrastructure, environmental degradation from decades of oil and gas activity, and periodic community tensions. The Company views its community development programs as both a moral imperative and a business necessity, essential to maintaining the trust of host communities and securing the Company's social license to operate.

Total community development expenditure in Nigeria for FY 2024 was approximately $14.2 million. Programs funded during the period included the following:

• Educational Infrastructure: Construction and renovation of primary and secondary school facilities in Niger Delta host communities adjacent to OML 47 and OML 63, including the provision of classroom furniture, laboratory equipment, and instructional materials. During FY 2024, the Company completed the construction of two new primary school buildings and the renovation of five existing school facilities, benefiting an estimated 3,200 students.

• Healthcare Access: Operation of mobile clinic programs providing primary healthcare services to underserved communities in proximity to the Company's operations. Programs also include support for community health centers, anti-malaria initiatives (including the distribution of insecticide-treated bed nets and indoor residual spraying), maternal health and safe childbirth programs, and immunization outreach.

• Livelihood and Skills Training: Vocational training programs in trades such as welding, electrical installation, plumbing, carpentry, and information technology, designed to build employable skills among youth and adults in host communities. The Company also administers a micro-enterprise grants program, providing seed capital and business mentoring to aspiring entrepreneurs, and supports agricultural extension services to improve crop yields and promote food security.

• Water and Sanitation Infrastructure: Installation and maintenance of potable water supply systems, including boreholes and solar-powered water pumping stations, and the construction of sanitation facilities (latrines and waste management infrastructure) in communities with inadequate access to clean water and basic sanitation.

• Community Scholarships and Higher-Education Grants: Award of scholarships to qualified students from host communities for secondary and post-secondary education at Nigerian universities and, in select cases, at international institutions. The scholarship program is administered by Dunmore Nigeria E&P Ltd. in coordination with local education authorities and community advisory committees.

Dunmore Nigeria E&P Ltd. operates its community engagement programs in partnership with local government authorities, traditional community leaders, and reputable non-governmental organizations active in the Niger Delta states where OML 47 and OML 63 are located. The Company has established Community Development Committees in each of its principal host communities to facilitate dialogue, identify priority needs, and monitor the implementation and impact of community development programs.

The Company's community development activities in Nigeria support its social license to operate and are required, in part, by Nigerian regulatory frameworks, including the Petroleum Industry Act of 2021 (the "PIA") and applicable host-community development trust requirements established thereunder. Under the PIA, oil and gas companies operating in Nigeria are required to contribute a specified percentage of their annual operating expenditure to host-community development trusts, which are to be governed by boards comprising representatives of the host communities, the operating company, and government authorities. The Company is in compliance with applicable PIA host-community development trust contribution requirements for FY 2024.

4.2 Senegal Community Engagement

Dunmore Senegal S.A., the Company's operating subsidiary for the Cayar Offshore Block, is in the early stages of production and is actively developing community engagement programs in coordination with local authorities, community leaders, and the Senegalese Ministère de l'Énergie (Ministry of Energy). Given the offshore nature of the Cayar Offshore Block and its proximity to important fishing grounds along the Senegalese coast, the Company's community engagement efforts in Senegal are focused on the following planned initiatives:

• Fisheries Impact Mitigation: Assessment and mitigation of potential impacts of offshore operations on local artisanal and commercial fisheries, including the establishment of exclusion zones, environmental monitoring, and compensation and livelihood support programs for affected fishing communities.

• Local Employment Programs: Preferential hiring of Senegalese nationals for operational, technical, and support roles associated with the Cayar Offshore Block, including targeted recruitment and training programs for residents of coastal communities in the Cayar and Thiès regions.

• Coastal Infrastructure Investment: Planned investments in coastal infrastructure — including port facilities, roads, and community amenities — intended to support both the Company's operations and broader economic development in host communities.

These programs are being designed in accordance with Senegalese regulatory requirements and in consultation with community stakeholders. The Company expects community engagement expenditure in Senegal to increase as the Cayar Offshore Block Phase II development progresses and production volumes ramp up.

4.3 Gulf of Mexico and United States

Dunmore Gulf Operations LLC, the Company's operating subsidiary for deepwater operations in the Gulf of Mexico, and Dunmore Renewables LLC, the Company's renewable energy subsidiary in West Texas, comply with all applicable federal and state environmental, community engagement, and social impact requirements. In the Gulf of Mexico, these requirements are principally administered by the Bureau of Ocean Energy Management ("BOEM") and the Bureau of Safety and Environmental Enforcement ("BSEE") within the U.S. Department of the Interior. For the Company's utility-scale solar projects in West Texas, compliance obligations include applicable state and county permitting, land use, and environmental requirements.

The Company maintains local hiring and workforce development programs in Gulf Coast communities, with a focus on supporting employment opportunities for residents of coastal Louisiana and Texas communities in proximity to the Company's shore bases and support facilities. In West Texas, Dunmore Renewables LLC has implemented local hiring preferences and community benefit agreements as part of the development and operation of its solar facilities.

5. Environmental Management and Biodiversity

The Company is committed to minimizing the environmental impact of its operations and to protecting biodiversity and ecosystems in the areas where it operates. The Company maintains an Environmental Management System ("EMS") that is aligned with the principles and framework of the ISO 14001 Environmental Management Systems standard. While the Company has not sought formal ISO 14001 certification for all operating locations, the EMS incorporates the core elements of the ISO 14001 framework, including environmental policy and objectives, environmental risk identification and assessment, operational controls, monitoring and measurement, management review, and continuous improvement.

Biodiversity Risk Assessment and Management. The Company operates in several ecologically sensitive environments and has developed region-specific biodiversity risk assessment and management protocols, as described below:

• Niger Delta (OML 47 and OML 63): The Niger Delta is one of the most ecologically significant and sensitive regions in Africa, characterized by extensive mangrove forests, freshwater swamps, and wetland ecosystems that support a rich diversity of flora and fauna. The Company's operations at OML 47 and OML 63 are subject to oversight by Nigerian environmental regulators, including the National Oil Spill Detection and Response Agency ("NOSDRA") and the Federal Ministry of Environment. The Company maintains comprehensive oil spill prevention and response programs, including regular inspection and maintenance of pipelines and flowlines, deployment of spill detection systems, and pre-positioning of oil spill response equipment and trained personnel. The Company also conducts ongoing ecosystem monitoring in mangrove and wetland areas adjacent to its operations, including biodiversity surveys and water quality testing, in collaboration with local environmental organizations and academic institutions.

• Cayar Offshore Block (Senegal): The waters off the coast of Senegal support diverse marine ecosystems, including important fish stocks, marine mammals, and sea turtle populations. As a condition of its exploration and production licenses, Dunmore Senegal S.A. has completed marine biodiversity baseline studies and environmental impact assessments in compliance with Senegalese environmental regulations. Ongoing environmental monitoring programs are in place to assess the impact of offshore operations on marine ecosystems and to inform adaptive management strategies.

• Gulf of Mexico (Green Canyon / Garden Banks): The Company's deepwater operations in the Gulf of Mexico are subject to comprehensive environmental protection regulations administered by BOEM and BSEE, including requirements related to marine mammal protection, sea turtle conservation, and the protection of sensitive deepwater habitats such as chemosynthetic communities and deepwater coral ecosystems. The Company participates in industry consortia for deepwater environmental monitoring and collaborates with regulatory agencies and academic researchers to advance scientific understanding of the deepwater Gulf of Mexico environment.

Oil Spill Preparedness. The Company maintains detailed oil spill response plans for each of its operating regions, which are developed in accordance with applicable regulatory requirements and industry best practices. These plans address spill prevention measures, detection and notification procedures, containment and recovery strategies, shoreline protection and cleanup, and post-incident environmental assessment and remediation. Oil spill response equipment — including booms, skimmers, dispersant application systems, and containment vessels — is pre-positioned at strategic locations near the Company's operations. The Company conducts regular oil spill response exercises and drills, involving both Company personnel and third-party contractors, to ensure readiness and to test and refine response capabilities.

Decommissioning and Asset Retirement Obligations. The Company recognizes its responsibility to decommission wells, facilities, and infrastructure at the end of their productive lives in a safe and environmentally responsible manner. The Company maintains asset retirement obligation reserves in accordance with applicable accounting standards (ASC 410) and regulatory requirements. Decommissioning plans are developed for each major asset and are subject to review and approval by applicable regulatory authorities, including BOEM/BSEE in the United States and the Department of Petroleum Resources (now the Nigerian upstream Petroleum Regulatory Commission) in Nigeria. The Company's approach to decommissioning emphasizes well integrity, environmental remediation, and site restoration.

6. Health and Safety

The safety of the Company's employees, contractors, and the communities in which it operates is a core value and a top operational priority. The Company maintains a comprehensive health, safety, and environment ("HSE") management framework that is designed to prevent workplace injuries, process safety incidents, and environmental releases, and to promote a culture of safety across all operating jurisdictions.

The HSE management framework encompasses written policies and procedures, risk assessment and management processes, incident investigation and root cause analysis, safety training and competency development, management of change processes, emergency response planning, and continuous performance monitoring and improvement. The framework is applicable to all employees and contractors engaged in the Company's operations and is overseen by the Company's Vice President of Health, Safety, and Environment, who reports directly to the CEO.

Key Safety Metrics for FY 2024. The following key safety metrics for FY 2024 were compiled with the assistance of Barrisford Advisory Group LLC and are based on data reported by the Company's operating subsidiaries:

• Total Recordable Incident Rate (TRIR): The Company's TRIR for FY 2024 was 0.67 per 200,000 work hours, which represents an improvement compared to the prior year and compares favorably to the industry average for upstream oil and gas companies as published by the International Association of Oil & Gas Producers ("IOGP"). The Company's target TRIR is 0.50 per 200,000 work hours.

• Lost Time Injury Frequency Rate (LTIFR): The Company's LTIFR for FY 2024 was 0.21 per 200,000 work hours. Management is focused on continued reduction of lost-time injuries through enhanced hazard identification, job safety analysis, and the expansion of behavior-based safety programs.

The Company recorded zero workforce fatalities during FY 2024.

Safety Trends. The Company's TRIR and LTIFR have trended downward over the past three fiscal years, reflecting the cumulative impact of targeted safety improvement initiatives, increased management visibility in the field, enhanced contractor safety requirements, and a growing organizational commitment to a zero-harm safety culture. Despite this positive trend, the Company recognizes that workplace safety risks are inherent in upstream oil and gas operations and that sustained vigilance and continuous improvement are essential.

Workforce Safety Programs. The Company's workforce safety programs include:

• Behavior-Based Safety (BBS): A structured program that empowers employees and contractors to observe and constructively address at-risk behaviors in the workplace, reinforcing safe work practices and fostering peer-to-peer accountability.

• Process Safety Management (PSM): Comprehensive process safety management programs, including hazard and operability (HAZOP) studies, mechanical integrity programs, and management of change protocols, designed to prevent and mitigate the consequences of process safety incidents such as fires, explosions, and uncontrolled releases of hydrocarbons.

• Emergency Response Training: Regular emergency response drills and exercises, including well control drills, fire and evacuation exercises, medical emergency response training, and oil spill response exercises, conducted at all major operating locations.

Contractor Safety Management. Given the significant role that contractors play in the Company's operations — particularly in drilling, well services, construction, and facilities maintenance — the Company maintains rigorous contractor safety management programs across all operating jurisdictions. These programs include pre-qualification and screening of contractor safety performance, contractor safety orientation and training, field-level safety monitoring and auditing, and incident investigation and follow-up. Contractors are expected to comply with the Company's HSE standards and are held accountable for safety performance through contract terms and conditions.

7. Governance and Ethics

Strong corporate governance and a commitment to ethical business conduct are foundational to the Company's ESG framework and its long-term sustainability. The Board of Directors, chaired by Lady Constance Harrowby, provides strategic direction and oversight across all dimensions of corporate governance, including ESG strategy, climate risk management, and sustainability reporting. The Board has designated oversight of ESG matters, including climate risk assessment, emissions reduction strategy, community development, and sustainability reporting, as a responsibility of the full Board, which receives quarterly reports from management on ESG performance, emerging risks, and strategic initiatives. The Board periodically evaluates whether to establish a dedicated ESG or sustainability committee as the Company's ESG program matures.

Anti-Corruption and Ethics. The Company maintains a comprehensive Code of Business Conduct and Ethics (the "Code") that is applicable to all directors, officers, employees, and contractors of Dunmore and its subsidiaries worldwide. The Code sets forth the Company's expectations with respect to ethical behavior, conflicts of interest, anti-corruption, gifts and entertainment, political activities, protection of Company assets, and the obligation to report suspected violations. All employees and contractors are required to acknowledge receipt and understanding of the Code on an annual basis.

The Company's anti-corruption compliance program is designed to ensure compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the UK Bribery Act 2010, and applicable local anti-corruption laws in Nigeria, Senegal, and other jurisdictions where the Company operates. The compliance program includes policies and procedures prohibiting bribery and corruption, risk-based due diligence on third-party intermediaries and business partners, training for employees and contractors in high-risk roles and jurisdictions, internal and external reporting channels (including a confidential ethics hotline), and periodic compliance audits. The Company's General Counsel and Chief Compliance Officer are responsible for the administration and oversight of the anti-corruption compliance program.

Sanctions Compliance. The Company maintains a sanctions compliance program designed to ensure that the Company does not engage in transactions or dealings with sanctioned persons, entities, or jurisdictions in violation of applicable law. In connection with this offering, sanctions screening was conducted by Sandoval Compliance Solutions LLC ("Sandoval"), an independent compliance consulting firm. Rosa Medina, Lead Consultant at Sandoval Compliance Solutions LLC, oversaw the screening process, which was completed on April 25, 2025. The screening covered the Company's directors, officers, significant shareholders, material counterparties, and operating subsidiaries against the following sanctions lists:

• The U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List (the "SDN List");

• The OFAC Sectoral Sanctions Identifications List (the "SSI List");

• The European Union Consolidated Sanctions List; and

• The United Kingdom's Office of Financial Sanctions Implementation ("OFSI") Consolidated List.

No hits or matches were identified on any of the foregoing sanctions lists as of the screening completion date. Investors should refer to the risk factors entitled "Risks Related to Sanctions, OFAC, and Anti-Corruption" included elsewhere in this Offering Memorandum for a discussion of the risks associated with the Company's operations in jurisdictions that may be subject to heightened sanctions or anti-corruption scrutiny.

Human Rights Policy. The Company is committed to respecting internationally recognized human rights in all jurisdictions in which it operates. The Company's human rights policy is informed by the United Nations Guiding Principles on Business and Human Rights (the "UNGPs"), the Universal Declaration of Human Rights, and the International Labour Organization's Declaration on Fundamental Principles and Rights at Work. The Company seeks to identify, prevent, mitigate, and remediate adverse human rights impacts associated with its operations and value chain through ongoing due diligence, stakeholder engagement, and grievance mechanisms.

Supply Chain Due Diligence. The Company conducts risk-based due diligence on its suppliers and contractors to identify and assess potential ESG risks, including corruption, human rights, labor practices, and environmental performance. Supplier screening processes are integrated into the Company's procurement and contracting workflows and are tailored to the risk profile of the supplier, the nature of the goods or services being procured, and the jurisdiction in which the supplier operates. Material suppliers and contractors are required to adhere to the Company's Supplier Code of Conduct, which sets forth expectations regarding ethical behavior, environmental stewardship, labor rights, and anti-corruption compliance.

8. Sustainability Reporting and Frameworks

The Company's ESG disclosures in this Offering Memorandum are informed by several leading sustainability reporting frameworks and standards, reflecting the Company's commitment to transparency and comparability in ESG reporting. Specifically, the Company's disclosures are informed by:

• SASB Oil & Gas Exploration & Production Standard: The SASB standard identifies the subset of ESG issues most relevant to financial performance in the oil and gas exploration and production industry, including GHG emissions, air quality, water management, biodiversity impacts, security, human rights, and community relations. The Company has sought to address the disclosure topics and metrics identified by SASB in this section and elsewhere in the Offering Memorandum.

• TCFD Recommendations: The TCFD framework provides a structured approach to climate-related disclosures across four thematic areas: governance, strategy, risk management, and metrics and targets. The Company has incorporated elements of the TCFD framework into its climate-related disclosures in this section, including descriptions of board-level governance of climate risk, the Company's climate strategy and net-zero commitment, risk management processes, and key emissions metrics and targets.

• ISSB IFRS S1 and IFRS S2: The ISSB's IFRS S1 (General Requirements for Sustainability-related Financial Disclosures) and IFRS S2 (Climate-related Disclosures) represent emerging global standards for sustainability and climate-related financial reporting. The Company is evaluating the full adoption of ISSB standards for future reporting periods and is monitoring developments in jurisdictional adoption and implementation of these standards.

Data Preparation and Assurance. The ESG data and metrics presented in this section have been compiled with the assistance of Barrisford Advisory Group LLC. The ESG data has not been independently audited or verified by the Company's independent auditor, Alverton & Co. LLP (Graham Stillwell, Lead Engagement Partner), or by any other independent auditor or assurance provider. The Company's audited consolidated financial statements for FY 2024, which are included elsewhere in this Offering Memorandum, were audited by Alverton & Co. LLP in accordance with the standards of the Public Company Accounting Oversight Board (United States). Investors should note that the ESG data presented in this section is subject to measurement uncertainties, estimation methodologies, and data limitations inherent in ESG reporting, and should be read with these limitations in mind.

Future Sustainability Reporting. The Company intends to publish a standalone sustainability report on an annual basis, beginning in 2026. The standalone sustainability report is expected to provide expanded ESG disclosures, including more detailed information on the Company's environmental performance, social investment activities, governance practices, and progress toward its emissions reduction targets and net-zero commitment. The Company will evaluate seeking independent limited or reasonable assurance over select ESG metrics in future reporting periods.

9. Summary ESG Data Table

The following table presents a consolidated summary of key ESG and operational metrics for FY 2024. Unless otherwise indicated, ESG data was prepared with the assistance of Barrisford Advisory Group LLC and financial data was audited by Alverton & Co. LLP.

Note: ESG data has been prepared by Barrisford Advisory Group LLC and has not been independently audited or verified by Alverton & Co. LLP or any other independent auditor. Reserve and PV-10 data is based on estimates prepared by Duval Howard & Partners, independent petroleum engineers, as of December 31, 2024. Financial data is derived from audited consolidated financial statements for FY 2024.

10. Cautionary Statement Regarding Forward-Looking Statements

This section of the Offering Memorandum contains forward-looking statements relating to, among other things, the Company's net-zero commitment and related interim emissions reduction targets, planned capital investments in emissions reduction infrastructure (including gas capture, reinjection, and compression facilities at OML 47 and OML 63), the Cayar Offshore Phase II development (to be funded in part with approximately $250,000,000 from the net proceeds of this offering), planned expansion of the Company's renewable energy portfolio, planned deployment of CCUS and methane detection technologies, electrification of field operations, and community development plans in Nigeria, Senegal, and the United States.

These forward-looking statements are based on the Company's current expectations, estimates, projections, and assumptions as of the date of this Offering Memorandum, and are subject to significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, without limitation:

• changes in commodity prices, including the prices of crude oil and natural gas, which affect the Company's revenue, cash flow, and capital investment capacity;

• regulatory developments in Nigeria, Senegal, the United States, the European Union, and other jurisdictions, including changes to environmental regulations, carbon pricing mechanisms, flaring restrictions, and ESG disclosure requirements;

• the pace and availability of technology development, particularly with respect to carbon capture, utilization, and storage, advanced methane detection, and renewable energy integration;

• political, security, and operational risks in Nigeria and Senegal, including risks related to community unrest, expropriation, and changes in fiscal terms;

• access to and cost of carbon offset markets and the availability of high-quality, verified carbon offsets;

• changes in investor expectations and stakeholder demands regarding ESG performance;

• the ability of the Company to attract and retain qualified personnel to implement its ESG strategy;

• macroeconomic conditions, inflation, interest rates, and access to capital markets; and

• the other risks and uncertainties described under "Risk Factors" in this Offering Memorandum, including "Risks Related to ESG and Climate" and "Risks Related to Sanctions, OFAC, and Anti-Corruption."

The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by applicable law. Investors should not place undue reliance on forward-looking statements in evaluating an investment in the Notes. All forward-looking statements in this section are qualified in their entirety by this cautionary statement.

This section should be read in conjunction with the other sections of the Offering Memorandum, including "Risk Factors," "Use of Proceeds," "Description of Notes," and "Business."

ESG data presented in this section has been prepared by Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, Lead Consultant, 1700 K Street NW, Suite 900, Washington, DC 20006) and has not been independently verified or audited by Alverton & Co. LLP (Graham Stillwell, Lead Engagement Partner) or any other independent auditor or assurance provider.

The Notes are being offered (i) in the United States to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act and (ii) outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or the securities laws of any state of the United States or any other jurisdiction, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

CUSIP (144A): 265387 AA 5 CUSIP (Reg S): C2085R AA 2 ISIN (144A): US265387AA51 ISIN (Reg S): USC2085RAA24

Metric	FY 2024 Value	Unit / Notes
Scope 1 GHG Emissions	1.42 million	Metric tons CO₂e
Scope 2 GHG Emissions	0.18 million	Metric tons CO₂e
Total Scope 1 + Scope 2 GHG Emissions	1.60 million	Metric tons CO₂e
Methane Flaring Intensity	3.8	m³/boe
Industry Avg. Methane Flaring Intensity	5.1	m³/boe (Barrisford peer analysis)
Community Development Spend (Nigeria)	$14.2 million	USD
Revenue (FY 2024)	$2,140,000,000	Audited by Alverton & Co. LLP
EBITDA (FY 2024)	$816,000,000	Audited by Alverton & Co. LLP
Employees (Worldwide)	~3,400	Approximate
Renewable Energy Capacity	220 MW	West Texas solar (Dunmore Renewables LLC)
Net-Zero Target Year	2050	Scope 1 + Scope 2
Proved Reserves (Total)	345.8 MMboe	Per Duval Howard & Partners as of 12/31/2024
PV-10 (Total Proved Reserves)	$6,700,000,000	Per Duval Howard & Partners

ENVIRONMENTAL AND SOCIAL RESPONSIBILITY
This section forms part of the Offering Memorandum dated May 14, 2025 (the "Offering Memorandum") for the $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") issued by Dunmore Energy Holdings Ltd., a Cayman Islands exempted company ("DEH" or the "Company"), and Dunmore upstream Finance Corp., a Delaware corporation ("DUFC" and, together with DEH, the "Issuers"). Unless the context otherwise requires, references to "Dunmore," "we," "us," and "our" refer to DEH and its consolidated subsidiaries, including DUFC.
The environmental, social, and governance ("ESG") data and metrics presented in this section were prepared with the assistance of Barrisford Advisory Group LLC ("Barrisford"), an independent ESG and sustainability consultant retained by the Company, and reflect data as of and for the fiscal year ended December 31, 2024 ("FY 2024"), unless otherwise indicated. Nathan Reyes Linley CPAs LLP, Lead Consultant at Barrisford Advisory Group LLC, 1700 K Street NW, Suite 900, Washington, DC 20006, served as the primary point of contact for the preparation and compilation of ESG data included in this section. Barrisford has consented to the inclusion of its name and data in this Offering Memorandum.
Cautionary Language. Certain statements in this section constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended, and applicable Canadian and international securities laws. These forward-looking statements include, without limitation, statements regarding the Company's net-zero commitment, greenhouse gas emissions reduction targets, planned capital investments in lower-emission facilities, sustainability strategy, renewable energy expansion, and community development plans. Forward-looking statements can generally be identified by the use of words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "projects," "targets," "commits," "will," "would," "could," "should," or similar expressions. Investors should read this section in conjunction with the risk factors entitled "Risks Related to ESG and Climate" and "Risks Related to Sanctions, OFAC, and Anti-Corruption" included elsewhere in this Offering Memorandum. Actual results may differ materially from those expressed or implied in any forward-looking statement.
1. Overview of Our ESG Commitment
Dunmore Energy Holdings Ltd. is an upstream and midstream oil and gas company with diversified operations spanning West Africa, the Gulf of Mexico, and a growing renewable energy portfolio in the United States. The Company's upstream operations include producing assets in Nigeria — specifically Onshore Mining Leases OML 47 and OML 63, both located in the Niger Delta — and the Cayar Offshore Block in Senegal, which is in the early stages of production. In the Gulf of Mexico, the Company holds deepwater leases in the Green Canyon and Garden Banks protraction areas, which together constitute a material portion of the Company's proved reserves and daily production volumes. In addition, the Company operates a nascent renewable energy portfolio consisting of 220 MW of utility-scale solar capacity in West Texas, held and operated through Dunmore Renewables LLC, a wholly owned subsidiary.
As of December 31, 2024, the Company employed approximately 3,400 individuals worldwide across its various operating subsidiaries and corporate offices. The Company's principal executive offices are located on the 14th Floor of Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman, Cayman Islands. Operational headquarters, including the offices of senior management and corporate functions, are maintained at 2900 Post Oak Boulevard, Suite 3100, Houston, Texas 77056.
ESG governance at Dunmore begins at the board level. The Board of Directors (the "Board") is chaired by Lady Constance Harrowby, an independent, non-executive director and former UK Secretary of State for Energy and Climate Change. Lady Harrowby provides strategic oversight of the Company's sustainability strategy, climate risk management, and stakeholder engagement initiatives. The Company's Chief Executive Officer, Marcus Ellingham, and Chief Financial Officer, Deepa Rajaram, serve as executive sponsors of ESG integration across all business units, ensuring that sustainability considerations are embedded in capital allocation decisions, operational planning, and corporate strategy. Management reports to the Board on ESG performance and climate-related matters on a quarterly basis.
The Company's ESG framework is informed by the recommendations and standards of several leading international organizations, including:
•  The Task Force on Climate-Related Financial Disclosures ("TCFD"), whose recommendations provide a structured approach to governance, strategy, risk management, and metrics and targets for climate-related disclosures;
•  The Sustainability Accounting Standards Board ("SASB") Oil & Gas Exploration & Production standard, which identifies financially material ESG topics for upstream oil and gas companies;
•  The International Sustainability Standards Board ("ISSB"), specifically IFRS S1 (General Requirements for Sustainability-related Financial Disclosures) and IFRS S2 (Climate-related Disclosures), which the Company is evaluating for full adoption in future reporting periods.
Dunmore views responsible environmental stewardship and meaningful community engagement as integral to long-term value creation and essential to maintaining the Company's social license to operate. This commitment is of particular significance given the Company's substantial operational presence in the Niger Delta region of Nigeria, an area characterized by both ecological sensitivity and complex socio-economic dynamics. The Company recognizes that its ability to attract capital, retain talented personnel, maintain productive relationships with host communities and host governments, and sustain its operational platform over the long term depends in meaningful part on its performance across ESG dimensions. The information presented in this section is intended to provide investors with transparency into the Company's current ESG posture, ongoing initiatives, and strategic commitments.
2. Climate and Greenhouse Gas Emissions
The Company recognizes that climate change and greenhouse gas ("GHG") emissions represent material risks and opportunities for its business, its investors, and the communities in which it operates. As an upstream and midstream oil and gas producer, Dunmore is both a contributor to and is affected by the global challenge of climate change. The Company is committed to transparently reporting its GHG emissions, investing in emissions reduction initiatives, and aligning its climate disclosures with leading frameworks. The emissions data presented below were compiled with the assistance of Barrisford Advisory Group LLC in accordance with the GHG Protocol Corporate Accounting and Reporting Standard.
2.1 Scope 1 Emissions
The Company's Scope 1 (direct) GHG emissions for FY 2024 totaled approximately 1.42 million metric tons of carbon dioxide equivalent (CO₂e). Scope 1 emissions encompass all direct emissions from sources that are owned or controlled by the Company, including the combustion of fuels in production operations, routine and non-routine flaring of associated gas, venting of natural gas, and fugitive emissions from upstream and midstream facilities.
The principal sources of the Company's Scope 1 emissions include drilling and production operations, gas processing equipment, on-site power generation at field locations, mobile combustion from operational vehicles and marine vessels, and flaring at upstream facilities. These emissions arise across all of the Company's operating regions, including OML 47 and OML 63 in Nigeria, the Cayar Offshore Block in Senegal, and deepwater operations in the Green Canyon and Garden Banks protraction areas of the Gulf of Mexico.
The approximate regional breakdown of Scope 1 emissions for FY 2024, based on data prepared by Barrisford, is as follows:
•  Nigeria (OML 47 and OML 63): The Company's Nigerian operations represent the largest single contributor to Scope 1 emissions, reflecting the scale of onshore and shallow-water production in the Niger Delta, the historical prevalence of gas flaring in the region, and the energy-intensive nature of operations in challenging terrain and climate conditions. Flaring at Nigerian operations, while significantly below industry averages (see Section 2.4 below), remains a meaningful source of direct emissions.
•  Gulf of Mexico (Green Canyon / Garden Banks): The Company's deepwater operations in the Gulf of Mexico contribute a lower share of absolute Scope 1 emissions compared to the Nigerian portfolio; however, per-unit energy intensity (measured on a per-barrel-of-oil-equivalent basis) is higher in certain deepwater production facilities due to the energy demands of subsea production systems, floating production platforms, and associated artificial lift requirements.
•  Senegal (Cayar Offshore Block): The Cayar Offshore Block is in the early stages of production, and absolute emissions from this asset remain relatively modest. As production ramps up — including the Phase II development to be funded in part with proceeds of this offering — total emissions from the Cayar Offshore Block are expected to increase, although the facility is being designed with lower-emission technologies (see Section 2.5 below).
•  West Texas Solar Portfolio (Dunmore Renewables LLC): The Company's 220 MW solar portfolio in West Texas generates negligible Scope 1 emissions, consisting primarily of minor fugitive emissions from electrical equipment and emissions from occasional maintenance vehicle use.
Year-over-year trends. Management has implemented a multi-year program to reduce Scope 1 emissions through flaring reduction programs (including gas capture and reinjection infrastructure), operational efficiency improvements, equipment upgrades, and the application of best available technologies. The Company's Scope 1 emissions for FY 2024 declined by approximately 4.7% compared to FY 2023, driven primarily by the commissioning of new gas gathering infrastructure at OML 47 and improved production efficiency at Green Canyon. The Company expects continued incremental reductions in Scope 1 emissions intensity as additional capital is deployed toward flaring elimination, electrification of field operations, and renewable energy integration.
2.2 Scope 2 Emissions
The Company's Scope 2 (indirect) GHG emissions for FY 2024 totaled approximately 0.18 million metric tons of CO₂e. Scope 2 emissions represent indirect emissions from the generation of purchased electricity, steam, heating, and cooling consumed by the Company. The Company's Scope 2 emissions are calculated using the location-based method, consistent with the GHG Protocol Corporate Accounting and Reporting Standard.
The principal sources of the Company's Scope 2 emissions include purchased electricity for corporate and regional offices, purchased electricity and power for processing facilities and midstream infrastructure operated by Dunmore Midstream Holdings Inc. (a wholly owned subsidiary), and grid-supplied electricity consumed at certain field locations in the United States.
The combination of the Company's Scope 1 and Scope 2 emissions yields a total of approximately 1.60 million metric tons of CO₂e for FY 2024. This combined figure serves as the baseline for the Company's emissions reduction targets and net-zero commitment described in Section 3 below.
2.3 Scope 3 Emissions
Scope 3 (value chain) emissions encompass all indirect emissions that occur in the Company's value chain, both upstream and downstream, including but not limited to emissions from the downstream combustion of sold hydrocarbons by end users, transportation and distribution of products, purchased goods and services, and employee commuting.
The Company does not currently report Scope 3 emissions on a comprehensive basis. Management, in consultation with Barrisford Advisory Group LLC, is evaluating methodologies for the measurement, estimation, and disclosure of Scope 3 emissions in future reporting periods, consistent with evolving guidance from the ISSB, the U.S. Securities and Exchange Commission (the "SEC"), and other relevant standard-setters and regulatory bodies.
The Company acknowledges that Scope 3 emissions — particularly Category 11 emissions arising from the downstream combustion of sold crude oil and natural gas by refiners, utilities, and end consumers — are expected to represent the largest share of the Company's total GHG footprint by a substantial margin. This is consistent with the emissions profile of virtually all upstream oil and gas producers. The Company's approach to Scope 3 disclosure will be further developed as industry methodologies mature and as regulatory expectations crystallize. Investors should be aware that the inclusion of Scope 3 emissions in future disclosures would significantly increase the Company's total reported GHG emissions.
2.4 Methane Flaring Intensity
Methane flaring intensity — defined as the volume of gas flared per barrel of oil equivalent produced — is a key metric for evaluating the environmental performance of upstream oil and gas operations and is a focus area for regulators, investors, and civil society organizations globally. Gas flaring results in the emission of CO₂, methane, black carbon, and other pollutants, and represents a waste of potentially valuable hydrocarbon resources.
The Company's methane flaring intensity for FY 2024 was 3.8 m³/boe, reflecting the volume of gas flared per barrel of oil equivalent produced across all of the Company's upstream operations.
By comparison, the industry average methane flaring intensity for a peer group of upstream oil and gas companies with operations in West Africa, the Gulf of Mexico, and comparable jurisdictions was approximately 5.1 m³/boe, based on peer group analysis conducted by Barrisford Advisory Group LLC. Dunmore's flaring intensity for FY 2024 was therefore approximately 25% below the industry average, a result that reflects sustained investments in gas gathering, gas processing, and gas reinjection infrastructure, particularly at OML 47 and OML 63 in the Niger Delta.
The Company is a supporter of the World Bank's Zero Routine Flaring by 2030 initiative and has committed to eliminating routine gas flaring across its operations by 2030. Capital allocation decisions in recent years have prioritized investments in gas capture and monetization infrastructure at the Company's Nigerian assets, where flaring volumes have historically been highest. These efforts are complemented by regulatory requirements under the Petroleum Industry Act of Nigeria, which imposes penalties on routine flaring and mandates the commercialization or reinjection of associated gas.
2.5 Emissions Reduction Initiatives
The Company has identified and is actively pursuing a range of initiatives to reduce its GHG emissions across its operational portfolio. Key emissions reduction initiatives include the following:
Flaring Reduction. The Company continues to invest in gas gathering and reinjection infrastructure at OML 47, where a new gas gathering system was commissioned in the second half of FY 2024. At OML 63, new gas compression facilities are currently under construction and are expected to commence operations in the second half of 2025, which is anticipated to further reduce flaring volumes at that asset. These investments are designed to capture associated gas that would otherwise be flared, enabling the gas to be processed, reinjected for enhanced oil recovery, or delivered to the domestic Nigerian gas market.
Electrification of Field Operations. The Company is conducting a pilot program to electrify well-site equipment at its Green Canyon and Garden Banks deepwater operations in the Gulf of Mexico, utilizing a combination of grid-supplied electricity and renewable power sources. If successful, this pilot program may be expanded to additional facilities, with the potential to meaningfully reduce direct combustion-related emissions from field operations.
Renewable Energy Integration. The Company's 220 MW utility-scale solar portfolio in West Texas, operated through Dunmore Renewables LLC, is currently fully operational and generating revenue through long-term power purchase agreements. While the solar portfolio does not directly offset the Company's upstream oil and gas emissions, revenue from the portfolio supports the Company's energy-transition diversification strategy, and the portfolio demonstrates the Company's commitment to building competencies and scale in renewable energy.
Methane Leak Detection and Repair (LDAR). The Company has deployed advanced aerial and ground-based methane detection and quantification technology across its Nigerian and Gulf of Mexico assets. The LDAR program utilizes optical gas imaging cameras, fixed continuous monitoring sensors, and periodic aerial surveys (including drone-based surveys) to identify and remediate methane leaks from wellheads, gathering lines, processing equipment, storage tanks, and other infrastructure. Timely detection and repair of fugitive methane emissions is a cost-effective strategy for reducing Scope 1 GHG emissions and represents a best practice in the upstream oil and gas industry.
Cayar Offshore Phase II Development. The Phase II development of the Cayar Offshore Block in Senegal — to be funded in part with approximately $250,000,000 from the net proceeds of this offering — is being designed with lower-emission facilities from the outset. The Phase II development plan incorporates integrated gas handling systems intended to minimize or eliminate routine flaring, waste heat recovery systems, and energy-efficient subsea production architecture. The Company expects that the Cayar Offshore Phase II development will have a lower emissions intensity (on a per-boe basis) than the Company's existing asset portfolio.
3. Net-Zero by 2050 Commitment
The Company has committed to achieving net-zero Scope 1 and Scope 2 greenhouse gas emissions by 2050 (the "Net-Zero Commitment"). This commitment was formally adopted by the Board of Directors in November 2023, following a comprehensive review of the Company's climate strategy conducted in collaboration with Barrisford Advisory Group LLC and is endorsed by Board Chair Lady Constance Harrowby.
The Net-Zero Commitment encompasses all of the Company's direct (Scope 1) and indirect energy-related (Scope 2) GHG emissions across its consolidated operations. The Company has established interim targets and a phased pathway to achieve the Net-Zero Commitment, which includes the following key elements:
•  Near-Term Target (2030): A 30% reduction in Scope 1 emissions intensity (measured in metric tons of CO₂e per barrel of oil equivalent produced) by 2030, relative to a 2022 baseline. This near-term target is designed to drive operational efficiency improvements and accelerate the deployment of flaring reduction, gas capture, and electrification technologies across the Company's producing assets.
•  Medium-Term Target (2040): A 50% reduction in absolute Scope 1 and Scope 2 emissions by 2040, relative to a 2022 baseline. This medium-term target reflects the Company's expectation that a combination of operational emissions reductions, portfolio optimization, renewable energy expansion, and emerging technologies will collectively deliver substantial absolute emissions reductions over the next 15 years.
•  Long-Term Target (2050): Net-zero Scope 1 and Scope 2 emissions by 2050, inclusive of verified carbon offsets and carbon capture, utilization, and storage ("CCUS") technology where necessary to address residual emissions that cannot be eliminated through operational improvements alone.
The Company has identified several enabling strategies to support the achievement of these targets, including:
(a) Expansion of the Company's renewable energy portfolio beyond the current 220 MW solar capacity in West Texas, including the potential development or acquisition of additional solar, wind, or other renewable energy assets;
(b) Continued and accelerated investment in gas capture, gathering, and reinjection infrastructure across the Company's upstream operations, with a particular focus on eliminating routine flaring at Nigerian assets;
(c) Potential deployment of CCUS technology at the Company's Nigerian and Gulf of Mexico facilities, subject to technical feasibility, regulatory approvals, and favorable economics;
(d) Portfolio optimization favoring lower-carbon-intensity assets, including potential divestiture of higher-emission-intensity assets and selective acquisition of assets with superior environmental profiles; and
(e) Procurement of high-quality, independently verified carbon offsets to address residual emissions, as a complement to, and not a substitute for, direct emissions reductions.
Cautionary Statement. The Company's ability to achieve its Net-Zero Commitment and interim emissions reduction targets is subject to significant uncertainties, including but not limited to: commodity price volatility and the impact of price cycles on capital availability; the pace and trajectory of technology development, particularly with respect to CCUS and next-generation methane detection; changes in regulatory frameworks in Nigeria, Senegal, the United States, the Cayman Islands, and other jurisdictions; political and security risks in West Africa; access to and cost of carbon offset markets; capital allocation decisions that may prioritize other business objectives; and macroeconomic conditions affecting the Company's financial performance and investment capacity. There can be no assurance that the Company will achieve its Net-Zero Commitment, or that it will do so within the timeframes described above. Investors should read this section in conjunction with the risk factors entitled "Risks Related to ESG and Climate" included elsewhere in this Offering Memorandum.
This cautionary statement is made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995 and is intended to qualify as a "meaningful cautionary statement" within the meaning of Section 21E(c)(1)(A)(i) of the Securities Exchange Act of 1934, as amended.
4. Community Development and Social Investment
The Company recognizes that its operations have a direct and significant impact on the communities in which it operates. Dunmore is committed to being a responsible corporate citizen and to investing in programs that promote economic development, social welfare, and quality of life in its host communities. The Company's community development and social investment activities are guided by principles of transparency, inclusivity, local participation, and alignment with host-country development priorities.
4.1 Nigeria Community Development
The Company's most significant community development activities are concentrated in Nigeria, where Dunmore Nigeria E&P Ltd. (a wholly owned subsidiary of DEH) operates OML 47 and OML 63 in the Niger Delta. The Niger Delta region is characterized by both substantial hydrocarbon resources and complex socio-economic and environmental challenges, including poverty, inadequate infrastructure, environmental degradation from decades of oil and gas activity, and periodic community tensions. The Company views its community development programs as both a moral imperative and a business necessity, essential to maintaining the trust of host communities and securing the Company's social license to operate.
Total community development expenditure in Nigeria for FY 2024 was approximately $14.2 million. Programs funded during the period included the following:
•  Educational Infrastructure: Construction and renovation of primary and secondary school facilities in Niger Delta host communities adjacent to OML 47 and OML 63, including the provision of classroom furniture, laboratory equipment, and instructional materials. During FY 2024, the Company completed the construction of two new primary school buildings and the renovation of five existing school facilities, benefiting an estimated 3,200 students.
•  Healthcare Access: Operation of mobile clinic programs providing primary healthcare services to underserved communities in proximity to the Company's operations. Programs also include support for community health centers, anti-malaria initiatives (including the distribution of insecticide-treated bed nets and indoor residual spraying), maternal health and safe childbirth programs, and immunization outreach.
•  Livelihood and Skills Training: Vocational training programs in trades such as welding, electrical installation, plumbing, carpentry, and information technology, designed to build employable skills among youth and adults in host communities. The Company also administers a micro-enterprise grants program, providing seed capital and business mentoring to aspiring entrepreneurs, and supports agricultural extension services to improve crop yields and promote food security.
•  Water and Sanitation Infrastructure: Installation and maintenance of potable water supply systems, including boreholes and solar-powered water pumping stations, and the construction of sanitation facilities (latrines and waste management infrastructure) in communities with inadequate access to clean water and basic sanitation.
•  Community Scholarships and Higher-Education Grants: Award of scholarships to qualified students from host communities for secondary and post-secondary education at Nigerian universities and, in select cases, at international institutions. The scholarship program is administered by Dunmore Nigeria E&P Ltd. in coordination with local education authorities and community advisory committees.
Dunmore Nigeria E&P Ltd. operates its community engagement programs in partnership with local government authorities, traditional community leaders, and reputable non-governmental organizations active in the Niger Delta states where OML 47 and OML 63 are located. The Company has established Community Development Committees in each of its principal host communities to facilitate dialogue, identify priority needs, and monitor the implementation and impact of community development programs.
The Company's community development activities in Nigeria support its social license to operate and are required, in part, by Nigerian regulatory frameworks, including the Petroleum Industry Act of 2021 (the "PIA") and applicable host-community development trust requirements established thereunder. Under the PIA, oil and gas companies operating in Nigeria are required to contribute a specified percentage of their annual operating expenditure to host-community development trusts, which are to be governed by boards comprising representatives of the host communities, the operating company, and government authorities. The Company is in compliance with applicable PIA host-community development trust contribution requirements for FY 2024.
4.2 Senegal Community Engagement
Dunmore Senegal S.A., the Company's operating subsidiary for the Cayar Offshore Block, is in the early stages of production and is actively developing community engagement programs in coordination with local authorities, community leaders, and the Senegalese Ministère de l'Énergie (Ministry of Energy). Given the offshore nature of the Cayar Offshore Block and its proximity to important fishing grounds along the Senegalese coast, the Company's community engagement efforts in Senegal are focused on the following planned initiatives:
•  Fisheries Impact Mitigation: Assessment and mitigation of potential impacts of offshore operations on local artisanal and commercial fisheries, including the establishment of exclusion zones, environmental monitoring, and compensation and livelihood support programs for affected fishing communities.
•  Local Employment Programs: Preferential hiring of Senegalese nationals for operational, technical, and support roles associated with the Cayar Offshore Block, including targeted recruitment and training programs for residents of coastal communities in the Cayar and Thiès regions.
•  Coastal Infrastructure Investment: Planned investments in coastal infrastructure — including port facilities, roads, and community amenities — intended to support both the Company's operations and broader economic development in host communities.
These programs are being designed in accordance with Senegalese regulatory requirements and in consultation with community stakeholders. The Company expects community engagement expenditure in Senegal to increase as the Cayar Offshore Block Phase II development progresses and production volumes ramp up.
4.3 Gulf of Mexico and United States
Dunmore Gulf Operations LLC, the Company's operating subsidiary for deepwater operations in the Gulf of Mexico, and Dunmore Renewables LLC, the Company's renewable energy subsidiary in West Texas, comply with all applicable federal and state environmental, community engagement, and social impact requirements. In the Gulf of Mexico, these requirements are principally administered by the Bureau of Ocean Energy Management ("BOEM") and the Bureau of Safety and Environmental Enforcement ("BSEE") within the U.S. Department of the Interior. For the Company's utility-scale solar projects in West Texas, compliance obligations include applicable state and county permitting, land use, and environmental requirements.
The Company maintains local hiring and workforce development programs in Gulf Coast communities, with a focus on supporting employment opportunities for residents of coastal Louisiana and Texas communities in proximity to the Company's shore bases and support facilities. In West Texas, Dunmore Renewables LLC has implemented local hiring preferences and community benefit agreements as part of the development and operation of its solar facilities.
5. Environmental Management and Biodiversity
The Company is committed to minimizing the environmental impact of its operations and to protecting biodiversity and ecosystems in the areas where it operates. The Company maintains an Environmental Management System ("EMS") that is aligned with the principles and framework of the ISO 14001 Environmental Management Systems standard. While the Company has not sought formal ISO 14001 certification for all operating locations, the EMS incorporates the core elements of the ISO 14001 framework, including environmental policy and objectives, environmental risk identification and assessment, operational controls, monitoring and measurement, management review, and continuous improvement.
Biodiversity Risk Assessment and Management. The Company operates in several ecologically sensitive environments and has developed region-specific biodiversity risk assessment and management protocols, as described below:
•  Niger Delta (OML 47 and OML 63): The Niger Delta is one of the most ecologically significant and sensitive regions in Africa, characterized by extensive mangrove forests, freshwater swamps, and wetland ecosystems that support a rich diversity of flora and fauna. The Company's operations at OML 47 and OML 63 are subject to oversight by Nigerian environmental regulators, including the National Oil Spill Detection and Response Agency ("NOSDRA") and the Federal Ministry of Environment. The Company maintains comprehensive oil spill prevention and response programs, including regular inspection and maintenance of pipelines and flowlines, deployment of spill detection systems, and pre-positioning of oil spill response equipment and trained personnel. The Company also conducts ongoing ecosystem monitoring in mangrove and wetland areas adjacent to its operations, including biodiversity surveys and water quality testing, in collaboration with local environmental organizations and academic institutions.
•  Cayar Offshore Block (Senegal): The waters off the coast of Senegal support diverse marine ecosystems, including important fish stocks, marine mammals, and sea turtle populations. As a condition of its exploration and production licenses, Dunmore Senegal S.A. has completed marine biodiversity baseline studies and environmental impact assessments in compliance with Senegalese environmental regulations. Ongoing environmental monitoring programs are in place to assess the impact of offshore operations on marine ecosystems and to inform adaptive management strategies.
•  Gulf of Mexico (Green Canyon / Garden Banks): The Company's deepwater operations in the Gulf of Mexico are subject to comprehensive environmental protection regulations administered by BOEM and BSEE, including requirements related to marine mammal protection, sea turtle conservation, and the protection of sensitive deepwater habitats such as chemosynthetic communities and deepwater coral ecosystems. The Company participates in industry consortia for deepwater environmental monitoring and collaborates with regulatory agencies and academic researchers to advance scientific understanding of the deepwater Gulf of Mexico environment.
Oil Spill Preparedness. The Company maintains detailed oil spill response plans for each of its operating regions, which are developed in accordance with applicable regulatory requirements and industry best practices. These plans address spill prevention measures, detection and notification procedures, containment and recovery strategies, shoreline protection and cleanup, and post-incident environmental assessment and remediation. Oil spill response equipment — including booms, skimmers, dispersant application systems, and containment vessels — is pre-positioned at strategic locations near the Company's operations. The Company conducts regular oil spill response exercises and drills, involving both Company personnel and third-party contractors, to ensure readiness and to test and refine response capabilities.
Decommissioning and Asset Retirement Obligations. The Company recognizes its responsibility to decommission wells, facilities, and infrastructure at the end of their productive lives in a safe and environmentally responsible manner. The Company maintains asset retirement obligation reserves in accordance with applicable accounting standards (ASC 410) and regulatory requirements. Decommissioning plans are developed for each major asset and are subject to review and approval by applicable regulatory authorities, including BOEM/BSEE in the United States and the Department of Petroleum Resources (now the Nigerian upstream Petroleum Regulatory Commission) in Nigeria. The Company's approach to decommissioning emphasizes well integrity, environmental remediation, and site restoration.
6. Health and Safety
The safety of the Company's employees, contractors, and the communities in which it operates is a core value and a top operational priority. The Company maintains a comprehensive health, safety, and environment ("HSE") management framework that is designed to prevent workplace injuries, process safety incidents, and environmental releases, and to promote a culture of safety across all operating jurisdictions.
The HSE management framework encompasses written policies and procedures, risk assessment and management processes, incident investigation and root cause analysis, safety training and competency development, management of change processes, emergency response planning, and continuous performance monitoring and improvement. The framework is applicable to all employees and contractors engaged in the Company's operations and is overseen by the Company's Vice President of Health, Safety, and Environment, who reports directly to the CEO.
Key Safety Metrics for FY 2024. The following key safety metrics for FY 2024 were compiled with the assistance of Barrisford Advisory Group LLC and are based on data reported by the Company's operating subsidiaries:
•  Total Recordable Incident Rate (TRIR): The Company's TRIR for FY 2024 was 0.67 per 200,000 work hours, which represents an improvement compared to the prior year and compares favorably to the industry average for upstream oil and gas companies as published by the International Association of Oil & Gas Producers ("IOGP"). The Company's target TRIR is 0.50 per 200,000 work hours.
•  Lost Time Injury Frequency Rate (LTIFR): The Company's LTIFR for FY 2024 was 0.21 per 200,000 work hours. Management is focused on continued reduction of lost-time injuries through enhanced hazard identification, job safety analysis, and the expansion of behavior-based safety programs.
The Company recorded zero workforce fatalities during FY 2024.
Safety Trends. The Company's TRIR and LTIFR have trended downward over the past three fiscal years, reflecting the cumulative impact of targeted safety improvement initiatives, increased management visibility in the field, enhanced contractor safety requirements, and a growing organizational commitment to a zero-harm safety culture. Despite this positive trend, the Company recognizes that workplace safety risks are inherent in upstream oil and gas operations and that sustained vigilance and continuous improvement are essential.
Workforce Safety Programs. The Company's workforce safety programs include:
•  Behavior-Based Safety (BBS): A structured program that empowers employees and contractors to observe and constructively address at-risk behaviors in the workplace, reinforcing safe work practices and fostering peer-to-peer accountability.
•  Process Safety Management (PSM): Comprehensive process safety management programs, including hazard and operability (HAZOP) studies, mechanical integrity programs, and management of change protocols, designed to prevent and mitigate the consequences of process safety incidents such as fires, explosions, and uncontrolled releases of hydrocarbons.
•  Emergency Response Training: Regular emergency response drills and exercises, including well control drills, fire and evacuation exercises, medical emergency response training, and oil spill response exercises, conducted at all major operating locations.
Contractor Safety Management. Given the significant role that contractors play in the Company's operations — particularly in drilling, well services, construction, and facilities maintenance — the Company maintains rigorous contractor safety management programs across all operating jurisdictions. These programs include pre-qualification and screening of contractor safety performance, contractor safety orientation and training, field-level safety monitoring and auditing, and incident investigation and follow-up. Contractors are expected to comply with the Company's HSE standards and are held accountable for safety performance through contract terms and conditions.
7. Governance and Ethics
Strong corporate governance and a commitment to ethical business conduct are foundational to the Company's ESG framework and its long-term sustainability. The Board of Directors, chaired by Lady Constance Harrowby, provides strategic direction and oversight across all dimensions of corporate governance, including ESG strategy, climate risk management, and sustainability reporting. The Board has designated oversight of ESG matters, including climate risk assessment, emissions reduction strategy, community development, and sustainability reporting, as a responsibility of the full Board, which receives quarterly reports from management on ESG performance, emerging risks, and strategic initiatives. The Board periodically evaluates whether to establish a dedicated ESG or sustainability committee as the Company's ESG program matures.
Anti-Corruption and Ethics. The Company maintains a comprehensive Code of Business Conduct and Ethics (the "Code") that is applicable to all directors, officers, employees, and contractors of Dunmore and its subsidiaries worldwide. The Code sets forth the Company's expectations with respect to ethical behavior, conflicts of interest, anti-corruption, gifts and entertainment, political activities, protection of Company assets, and the obligation to report suspected violations. All employees and contractors are required to acknowledge receipt and understanding of the Code on an annual basis.
The Company's anti-corruption compliance program is designed to ensure compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the UK Bribery Act 2010, and applicable local anti-corruption laws in Nigeria, Senegal, and other jurisdictions where the Company operates. The compliance program includes policies and procedures prohibiting bribery and corruption, risk-based due diligence on third-party intermediaries and business partners, training for employees and contractors in high-risk roles and jurisdictions, internal and external reporting channels (including a confidential ethics hotline), and periodic compliance audits. The Company's General Counsel and Chief Compliance Officer are responsible for the administration and oversight of the anti-corruption compliance program.
Sanctions Compliance. The Company maintains a sanctions compliance program designed to ensure that the Company does not engage in transactions or dealings with sanctioned persons, entities, or jurisdictions in violation of applicable law. In connection with this offering, sanctions screening was conducted by Sandoval Compliance Solutions LLC ("Sandoval"), an independent compliance consulting firm. Rosa Medina, Lead Consultant at Sandoval Compliance Solutions LLC, oversaw the screening process, which was completed on April 25, 2025. The screening covered the Company's directors, officers, significant shareholders, material counterparties, and operating subsidiaries against the following sanctions lists:
•  The U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List (the "SDN List");
•  The OFAC Sectoral Sanctions Identifications List (the "SSI List");
•  The European Union Consolidated Sanctions List; and
•  The United Kingdom's Office of Financial Sanctions Implementation ("OFSI") Consolidated List.
No hits or matches were identified on any of the foregoing sanctions lists as of the screening completion date. Investors should refer to the risk factors entitled "Risks Related to Sanctions, OFAC, and Anti-Corruption" included elsewhere in this Offering Memorandum for a discussion of the risks associated with the Company's operations in jurisdictions that may be subject to heightened sanctions or anti-corruption scrutiny.
Human Rights Policy. The Company is committed to respecting internationally recognized human rights in all jurisdictions in which it operates. The Company's human rights policy is informed by the United Nations Guiding Principles on Business and Human Rights (the "UNGPs"), the Universal Declaration of Human Rights, and the International Labour Organization's Declaration on Fundamental Principles and Rights at Work. The Company seeks to identify, prevent, mitigate, and remediate adverse human rights impacts associated with its operations and value chain through ongoing due diligence, stakeholder engagement, and grievance mechanisms.
Supply Chain Due Diligence. The Company conducts risk-based due diligence on its suppliers and contractors to identify and assess potential ESG risks, including corruption, human rights, labor practices, and environmental performance. Supplier screening processes are integrated into the Company's procurement and contracting workflows and are tailored to the risk profile of the supplier, the nature of the goods or services being procured, and the jurisdiction in which the supplier operates. Material suppliers and contractors are required to adhere to the Company's Supplier Code of Conduct, which sets forth expectations regarding ethical behavior, environmental stewardship, labor rights, and anti-corruption compliance.
8. Sustainability Reporting and Frameworks
The Company's ESG disclosures in this Offering Memorandum are informed by several leading sustainability reporting frameworks and standards, reflecting the Company's commitment to transparency and comparability in ESG reporting. Specifically, the Company's disclosures are informed by:
•  SASB Oil & Gas Exploration & Production Standard: The SASB standard identifies the subset of ESG issues most relevant to financial performance in the oil and gas exploration and production industry, including GHG emissions, air quality, water management, biodiversity impacts, security, human rights, and community relations. The Company has sought to address the disclosure topics and metrics identified by SASB in this section and elsewhere in the Offering Memorandum.
•  TCFD Recommendations: The TCFD framework provides a structured approach to climate-related disclosures across four thematic areas: governance, strategy, risk management, and metrics and targets. The Company has incorporated elements of the TCFD framework into its climate-related disclosures in this section, including descriptions of board-level governance of climate risk, the Company's climate strategy and net-zero commitment, risk management processes, and key emissions metrics and targets.
•  ISSB IFRS S1 and IFRS S2: The ISSB's IFRS S1 (General Requirements for Sustainability-related Financial Disclosures) and IFRS S2 (Climate-related Disclosures) represent emerging global standards for sustainability and climate-related financial reporting. The Company is evaluating the full adoption of ISSB standards for future reporting periods and is monitoring developments in jurisdictional adoption and implementation of these standards.
Data Preparation and Assurance. The ESG data and metrics presented in this section have been compiled with the assistance of Barrisford Advisory Group LLC. The ESG data has not been independently audited or verified by the Company's independent auditor, Alverton & Co. LLP (Graham Stillwell, Lead Engagement Partner), or by any other independent auditor or assurance provider. The Company's audited consolidated financial statements for FY 2024, which are included elsewhere in this Offering Memorandum, were audited by Alverton & Co. LLP in accordance with the standards of the Public Company Accounting Oversight Board (United States). Investors should note that the ESG data presented in this section is subject to measurement uncertainties, estimation methodologies, and data limitations inherent in ESG reporting, and should be read with these limitations in mind.
Future Sustainability Reporting. The Company intends to publish a standalone sustainability report on an annual basis, beginning in 2026. The standalone sustainability report is expected to provide expanded ESG disclosures, including more detailed information on the Company's environmental performance, social investment activities, governance practices, and progress toward its emissions reduction targets and net-zero commitment. The Company will evaluate seeking independent limited or reasonable assurance over select ESG metrics in future reporting periods.
9. Summary ESG Data Table
The following table presents a consolidated summary of key ESG and operational metrics for FY 2024. Unless otherwise indicated, ESG data was prepared with the assistance of Barrisford Advisory Group LLC and financial data was audited by Alverton & Co. LLP.
Note: ESG data has been prepared by Barrisford Advisory Group LLC and has not been independently audited or verified by Alverton & Co. LLP or any other independent auditor. Reserve and PV-10 data is based on estimates prepared by Duval Howard & Partners, independent petroleum engineers, as of December 31, 2024. Financial data is derived from audited consolidated financial statements for FY 2024.
10. Cautionary Statement Regarding Forward-Looking Statements
This section of the Offering Memorandum contains forward-looking statements relating to, among other things, the Company's net-zero commitment and related interim emissions reduction targets, planned capital investments in emissions reduction infrastructure (including gas capture, reinjection, and compression facilities at OML 47 and OML 63), the Cayar Offshore Phase II development (to be funded in part with approximately $250,000,000 from the net proceeds of this offering), planned expansion of the Company's renewable energy portfolio, planned deployment of CCUS and methane detection technologies, electrification of field operations, and community development plans in Nigeria, Senegal, and the United States.
These forward-looking statements are based on the Company's current expectations, estimates, projections, and assumptions as of the date of this Offering Memorandum, and are subject to significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, without limitation:
•  changes in commodity prices, including the prices of crude oil and natural gas, which affect the Company's revenue, cash flow, and capital investment capacity;
•  regulatory developments in Nigeria, Senegal, the United States, the European Union, and other jurisdictions, including changes to environmental regulations, carbon pricing mechanisms, flaring restrictions, and ESG disclosure requirements;
•  the pace and availability of technology development, particularly with respect to carbon capture, utilization, and storage, advanced methane detection, and renewable energy integration;
•  political, security, and operational risks in Nigeria and Senegal, including risks related to community unrest, expropriation, and changes in fiscal terms;
•  access to and cost of carbon offset markets and the availability of high-quality, verified carbon offsets;
•  changes in investor expectations and stakeholder demands regarding ESG performance;
•  the ability of the Company to attract and retain qualified personnel to implement its ESG strategy;
•  macroeconomic conditions, inflation, interest rates, and access to capital markets; and
•  the other risks and uncertainties described under "Risk Factors" in this Offering Memorandum, including "Risks Related to ESG and Climate" and "Risks Related to Sanctions, OFAC, and Anti-Corruption."
The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by applicable law. Investors should not place undue reliance on forward-looking statements in evaluating an investment in the Notes. All forward-looking statements in this section are qualified in their entirety by this cautionary statement.
This section should be read in conjunction with the other sections of the Offering Memorandum, including "Risk Factors," "Use of Proceeds," "Description of Notes," and "Business."
ESG data presented in this section has been prepared by Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP, Lead Consultant, 1700 K Street NW, Suite 900, Washington, DC 20006) and has not been independently verified or audited by Alverton & Co. LLP (Graham Stillwell, Lead Engagement Partner) or any other independent auditor or assurance provider.
The Notes are being offered (i) in the United States to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act and (ii) outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or the securities laws of any state of the United States or any other jurisdiction, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
CUSIP (144A): 265387 AA 5 CUSIP (Reg S): C2085R AA 2 ISIN (144A): US265387AA51 ISIN (Reg S): USC2085RAA24
Metric | FY 2024 Value | Unit / Notes
Scope 1 GHG Emissions | 1.42 million | Metric tons CO₂e
Scope 2 GHG Emissions | 0.18 million | Metric tons CO₂e
Total Scope 1 + Scope 2 GHG Emissions | 1.60 million | Metric tons CO₂e
Methane Flaring Intensity | 3.8 | m³/boe
Industry Avg. Methane Flaring Intensity | 5.1 | m³/boe (Barrisford peer analysis)
Community Development Spend (Nigeria) | $14.2 million | USD
Revenue (FY 2024) | $2,140,000,000 | Audited by Alverton & Co. LLP
EBITDA (FY 2024) | $816,000,000 | Audited by Alverton & Co. LLP
Employees (Worldwide) | ~3,400 | Approximate
Renewable Energy Capacity | 220 MW | West Texas solar (Dunmore Renewables LLC)
Net-Zero Target Year | 2050 | Scope 1 + Scope 2
Proved Reserves (Total) | 345.8 MMboe | Per Duval Howard & Partners as of 12/31/2024
PV-10 (Total Proved Reserves) | $6,700,000,000 | Per Duval Howard & Partners

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