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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Jennifer Kwon, Responsible Partner, Capital Markets

FROM: Eric Johannsen, Lead Associate, Capital Markets

CC: Claire Dempsey, Working Associate, Capital Markets; Leonard Cross, Specialist Partner, Tax

DATE: April 23, 2025

RE: Dunmore Energy Holdings Ltd. — $850,000,000 9.375% Senior Secured Notes due 2032: Scope and Drafting of OFAC Sanctions Representations and Covenants for the Indenture and Purchase Agreement

MATTER NO.: 1016-00003

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I. Executive Summary and Purpose of Memorandum

This memorandum analyzes the appropriate scope and language of sanctions-related representations, warranties, and covenants to be included in the transaction documents in connection with the offering by Dunmore Energy Holdings Ltd. ("DEH" or the "Issuer") and Dunmore upstream Finance Corp. ("DUFC" or the "Co-Issuer," and together with DEH, the "Issuers") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). Specifically, this memorandum addresses the drafting of provisions relating to compliance with sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), anti-money laundering statutes, and related anti-corruption laws, as such provisions are to be incorporated into:

(a) the Indenture, expected to be dated as of May 15, 2025 (the "Indenture"), among the Issuers, the Guarantors party thereto, and Northgate Trust Company, N.A., as Trustee and Collateral Agent (the "Trustee"); and

(b) the Purchase Agreement (the "Purchase Agreement"), among the Issuers, the Guarantors, and Ridgeline Capital Markets LLC, as Lead Left Bookrunner, Clarion Securities Inc., as Joint Bookrunner, and Pinnacle Partners LLC, as Co-Manager (collectively, the "Initial Purchasers").

The memorandum also addresses the related Side Letter — Sanctions Representations (the "Side Letter"), which will supplement the Purchase Agreement with additional granular sanctions-related representations.

Heightened scrutiny of OFAC sanctions compliance is warranted in this transaction for several reasons. First, the Issuer's operating subsidiaries maintain significant upstream and midstream operations in Nigeria — specifically Oil Mining Leases 47 and 63 ("OML 47" and "OML 63") in the Niger Delta — and in Senegal, through the Cayar Offshore Block. These jurisdictions, while not subject to comprehensive OFAC sanctions programs, present elevated compliance risk due to the presence of state-owned entities, complex local counterparty networks, and heightened corruption risk indices. Second, the Nigerian National Petroleum Company ("NNPC"), a state-owned enterprise, holds back-in rights in OML 47 and OML 63, requiring careful screening under the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List") and the Sectoral Sanctions Identifications List (the "SSI List"). Third, the Dunmore group's trading operations, conducted through Dunmore Trading Ltd., an England & Wales incorporated private limited company, create additional counterparty exposure in international crude oil and product markets.

Sandoval Compliance Solutions LLC ("Sandoval"), with Rosa Medina serving as Lead Consultant, completed comprehensive OFAC screening on April 25, 2025, with no hits on any applicable sanctions list. The detailed results of that screening will be summarized in a separate screening results memorandum. The absence of any positive screening results permits the Issuers and Guarantors to make the representations described herein without qualification as of the date of the Indenture, subject to the knowledge qualifiers discussed in Section IX.C below.

This memorandum recommends specific drafting approaches for each representation and covenant provision. Proposed language for each provision is set forth in the annexes hereto. The recommendations contained herein are informed by current market practice for high-yield 144A/Regulation S secured notes offerings by exploration and production ("E&P") issuers with operations in African jurisdictions, as surveyed in Section X below, and are designed to satisfy the reasonable expectations of the Initial Purchasers and their counsel, Whitfield Baxter & Cohn LLP (lead contacts: Harrison Cates and Priya Naveen), while appropriately protecting the Issuers from undue representational risk.

We request that Jennifer Kwon review this memorandum and the proposed draft language in the annexes so that we may incorporate the approved provisions into the working drafts of the Indenture and Purchase Agreement on an expedited basis, given the anticipated pricing date of May 12, 2025 and closing date of May 15, 2025.

II. Background on Dunmore's Operations and Sanctions Exposure Profile

A. Overview of the Offering

The Notes will be issued in an aggregate principal amount of $850,000,000, bearing interest at a rate of 9.375% per annum, with a maturity date of May 1, 2032. The Notes will be offered in a private placement under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs") and under Regulation S of the Securities Act to persons who are not U.S. persons.

The Issuer, Dunmore Energy Holdings Ltd., is a Cayman Islands exempted company with limited liability. The Co-Issuer, Dunmore upstream Finance Corp. (EIN 93-4728106), is a Delaware corporation and wholly-owned subsidiary of DEH formed solely for the purpose of serving as co-issuer of the Notes. DUFC has no independent operations and no assets other than its equity interest in certain intercompany obligations.

The Notes will be guaranteed on a senior secured basis by six subsidiaries of the Issuer (collectively, the "Guarantors"):

1. Dunmore Nigeria E&P Ltd., a company incorporated under the laws of the Federal Republic of Nigeria;

2. Dunmore Gulf Operations LLC, a Delaware limited liability company;

3. Dunmore Renewables LLC, a Delaware limited liability company;

4. Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal;

5. Dunmore Midstream Holdings Inc., a Delaware corporation; and

6. Dunmore Trading Ltd., a private limited company incorporated under the laws of England and Wales.

The Notes will be issued at a price of 98.50% of par, resulting in gross proceeds to the Issuers of approximately $837,250,000. The Issuers intend to use the proceeds as follows:

The allocation of a significant portion of the proceeds — $250,000,000 — to Cayar Offshore Phase II development capital expenditures, which will involve payments to contractors, vendors, and potentially governmental entities in Senegal, underscores the importance of robust sanctions and anti-corruption covenant language in the transaction documents. Similarly, the $114,750,000 designated for general corporate purposes provides the Issuers with discretion in deploying funds, further supporting the need for a broad negative covenant restricting the use of proceeds in violation of applicable sanctions.

B. Nigerian Operations — OML 47 and OML 63

Dunmore Nigeria E&P Ltd., a Nigerian-incorporated subsidiary and one of the Guarantors, operates OML 47 and OML 63 in the Niger Delta region of Nigeria. These are the Dunmore group's most significant producing assets by reserve volume. According to the reserves report prepared by Duval Howard & Partners as of December 31, 2024, proved reserves attributable to these leases are as follows:

• OML 47: 142.6 million barrels of oil equivalent ("MMboe")

• OML 63: 87.3 MMboe

The combined proved reserves of 229.9 MMboe represent the single largest component of the Dunmore group's total reserve base and a substantial portion of the collateral securing the Notes.

A critical consideration for OFAC compliance in connection with the Nigerian operations is the role of the Nigerian National Petroleum Company. NNPC holds back-in rights in both OML 47 and OML 63, meaning that NNPC is entitled to acquire participating interests in these leases under certain conditions prescribed by Nigerian petroleum legislation. Although NNPC is not currently listed on the OFAC SDN List or SSI List — as confirmed by the Sandoval screening completed on April 25, 2025 — the involvement of a state-owned enterprise of this nature requires ongoing vigilance and monitoring, particularly given the potential for changes in OFAC designations over the life of the Notes.

Additionally, the Nigerian operations involve extensive engagement with local service providers, contractors, and government officials in a jurisdiction that consistently ranks among the higher-risk countries on global corruption perception indices. This factor, while more directly relevant to anti-corruption compliance under the Foreign Corrupt Practices Act ("FCPA") and the UK Bribery Act 2010, also intersects with sanctions compliance insofar as corrupt payments may involve intermediaries or beneficial owners who are sanctioned persons.

Abayomi Chambers, with Chidinma Okafor serving as lead partner, is engaged as Nigerian counsel and can advise on the regulatory interface between Nigerian petroleum law and international sanctions compliance, including any required governmental approvals or notifications in connection with the sanctions representations and covenants to be included in the Indenture.

C. Senegalese Operations — Cayar Offshore Block

Dunmore Senegal S.A., a Senegalese société anonyme and one of the Guarantors, operates the Cayar Offshore Block in Senegal. The Cayar Offshore Block holds proved reserves of 64.1 MMboe, with a PV-10 value of approximately $1,190,000,000 as of the date of the most recent reserves report.

Phase II of the Cayar Offshore development program is to be funded in substantial part with $250,000,000 of the net proceeds of the offering. This direct connection between the offering proceeds and capital expenditures in Senegal makes the sanctions and anti-corruption covenant language particularly significant for this operating segment. Payments in connection with Phase II development will flow through Senegalese banking channels and may involve governmental entities, including the Ministère de l'Énergie, which oversees production sharing contract compliance and the issuance of ministerial permits.

Theron Moss & Associates SARL, with Moustapha Sy serving as lead partner, is engaged as Senegalese counsel and will advise on local regulatory requirements, including production sharing contract compliance and any sanctions-related representations that must be adapted for consistency with Senegalese law.

D. Gulf of Mexico Operations

Dunmore Gulf Operations LLC, a Delaware limited liability company and one of the Guarantors, holds deepwater leases in the Green Canyon and Garden Banks areas of the Gulf of Mexico. Proved reserves attributable to these leases are 51.8 MMboe, with a PV-10 value of approximately $1,050,000,000.

The Gulf of Mexico operations present a substantially lower sanctions risk profile compared to the Nigerian and Senegalese operations. These operations are conducted entirely within U.S. waters, are regulated by the Bureau of Ocean Energy Management ("BOEM") and the Bureau of Safety and Environmental Enforcement ("BSEE"), and involve counterparties that are predominantly U.S.-based entities subject to standard domestic compliance frameworks. Accordingly, while the Gulf of Mexico operations will be covered by the general sanctions representations and covenants in the Indenture and Purchase Agreement, they do not require the same level of enhanced scrutiny as the African operations.

E. Dunmore Trading Ltd. — Offtake and Trading

Dunmore Trading Ltd. is a private limited company incorporated under the laws of England and Wales. It serves as the Dunmore group's offtake and trading arm, responsible for the marketing and sale of crude oil and petroleum products produced by the group's upstream subsidiaries. In this capacity, Dunmore Trading Ltd. engages with a broad network of counterparties in international crude oil and product markets, including traders, refiners, and end-users across multiple jurisdictions.

The trading operations present perhaps the most significant ongoing sanctions exposure within the Dunmore group. International crude oil markets involve counterparties in jurisdictions where sanctioned persons may be active, and the rapid pace of trading activity can create compliance challenges that are distinct from those present in the upstream operations. For these reasons, we recommend enhanced representations and covenant language specifically applicable to Dunmore Trading Ltd., as discussed further in Section XII below.

Cresswell & Greaves LLP, with Fiona Halsted serving as lead partner, is engaged as English counsel for Dunmore Trading Ltd. and will advise on the interaction between the Indenture covenants and applicable UK and EU sanctions regimes.

F. Ownership Structure

The equity ownership of Dunmore Energy Holdings Ltd. is concentrated among a limited number of holders, as follows:

Harborview Capital Partners Fund VI, L.P. is the majority equity holder. The principal contacts at Harborview for purposes of this transaction are Elaine Prescott (Managing Director) and David Stein (Partner). All equity holders and their respective principals, including the general partner and investment manager of Harborview Capital Partners Fund VI, L.P., must be covered by the sanctions screening process. The Sandoval screening completed on April 25, 2025 included all of these persons and entities, with no hits.

The involvement of a private equity sponsor as the majority equity holder is relevant to the sanctions analysis in two respects. First, the representations and warranties in the Indenture and Purchase Agreement must be drafted to cover the ownership chain, including the "owned or controlled by" language discussed in Section V.A below. Second, the Initial Purchasers may seek representations regarding the sanctions status of the equity holders, particularly in light of the secondary sanctions risk considerations applicable to the sponsor's other portfolio companies and investment activities.

III. Applicable Legal Framework

A. OFAC Sanctions Regime

The Office of Foreign Assets Control of the U.S. Department of the Treasury administers and enforces economic and trade sanctions programs based on U.S. foreign policy and national security goals. The OFAC sanctions regime is the primary regulatory framework relevant to the sanctions representations and covenants in the Indenture and Purchase Agreement.

SDN List. The Specially Designated Nationals and blocked Persons List is the principal OFAC sanctions list. U.S. persons are generally prohibited from engaging in transactions with any person or entity on the SDN List. The property and interests in property of SDN-listed persons that are in the United States, or that come within the possession or control of U.S. persons, must be blocked. The SDN List is updated on a rolling basis and currently includes thousands of individuals, entities, vessels, and aircraft.

SSI List. The Sectoral Sanctions Identifications List identifies persons operating in certain sectors of designated economies (most notably Russia) with whom U.S. persons are prohibited from engaging in certain specified types of transactions, such as the provision of new debt of longer than a specified tenor or new equity financing. While the SSI List is most commonly associated with Russian sanctions, its framework is relevant to the drafting of broad sanctions representations that cover all OFAC-administered programs.

Country-Based Sanctions Programs. OFAC administers comprehensive sanctions programs targeting Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine. These programs broadly prohibit transactions involving the targeted country or region, subject to limited exemptions and general or specific licenses. It is critically important to note that neither Nigeria nor Senegal is the subject of a comprehensive OFAC sanctions program. However, individuals and entities located in or associated with these countries may be individually designated on the SDN List or other OFAC lists.

Enabling Authorities. OFAC sanctions programs are authorized by various executive orders and statutes, including the International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706, and the Trading with the Enemy Act, 50 U.S.C. §§ 4301–4341. These statutes grant the President broad authority to declare national emergencies with respect to foreign threats and to impose economic sanctions in response to such threats.

Strict Liability. OFAC violations are subject to a strict liability standard for civil enforcement purposes. This means that a person may be held liable for an OFAC violation regardless of whether the person knew or had reason to know that the transaction involved a sanctioned person or country. The strict liability nature of OFAC enforcement is a critical consideration in drafting representations and warranties, as it heightens the importance of robust screening procedures and knowledge qualifiers, as discussed in Section IX.C below. Civil penalties for OFAC violations can reach the greater of approximately $356,579 per violation (as adjusted for inflation) or twice the value of the underlying transaction. Criminal penalties can include fines of up to $1,000,000 and imprisonment of up to 20 years per violation.

Secondary Sanctions. Certain OFAC sanctions programs include secondary sanctions provisions that may be applied to non-U.S. persons who engage in specified activities. While the Issuer is a Cayman Islands entity and several of the Guarantors are organized outside the United States, the U.S. nexus created by the Co-Issuer (a Delaware corporation), several Guarantors (Delaware entities), the U.S. dollar-denominated Notes, and the involvement of U.S.-based Initial Purchasers means that the primary OFAC prohibitions apply directly to many aspects of the transaction. Secondary sanctions considerations are nonetheless relevant to the activities of Dunmore Trading Ltd. and the non-U.S. operating subsidiaries.

B. EU Consolidated Sanctions List

The European Union maintains a consolidated list of persons, groups, and entities subject to EU financial sanctions, principally under Council Regulation (EC) No. 881/2002 (as amended and supplemented by successor regulations) and various Council decisions and regulations implementing country-specific and thematic sanctions programs. EU sanctions apply to EU persons and entities, as well as to transactions conducted within EU territory or involving EU-regulated financial institutions.

The screening requirement extends to all EU-nexus transactions. Dunmore Trading Ltd., as an England & Wales incorporated entity that engages in crude oil trading that may involve EU counterparties and EU financial channels, has a direct nexus to the EU sanctions regime. While the United Kingdom is no longer a member of the European Union, Dunmore Trading Ltd.'s trading activities may nonetheless involve EU-nexus transactions that trigger EU sanctions obligations. Accordingly, the definition of "Sanctions" in the Indenture should include EU sanctions, and the screening performed by Sandoval included the EU Consolidated Sanctions List.

C. UK OFSI Consolidated List

The UK Office of Financial Sanctions Implementation ("OFSI"), part of HM Treasury, administers the UK's autonomous financial sanctions regime following Brexit. OFSI maintains a consolidated list of persons and entities designated under UK sanctions legislation, including the Sanctions and Anti-Money Laundering Act 2018 and various statutory instruments implementing country-specific and thematic sanctions programs.

Given Dunmore Trading Ltd.'s incorporation under the laws of England and Wales and its UK-nexus trading activities, compliance with UK sanctions is a direct obligation. The Sandoval screening included the UK OFSI Consolidated List, and the definition of "Sanctions" in the Indenture should reference His Majesty's Treasury as one of the administering bodies.

D. Anti-Money Laundering Statutes

The Bank Secrecy Act of 1970, as amended by Title III of the USA PATRIOT Act ("Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001"), establishes comprehensive requirements for financial recordkeeping and reporting by financial institutions and imposes anti-money laundering obligations that extend to persons engaged in financial transactions in the United States. The money laundering statutes at 18 U.S.C. §§ 1956 and 1957 criminalize the laundering of proceeds of specified unlawful activity and monetary transactions in property derived from specified unlawful activity, respectively.

The intersection of anti-money laundering statutes with Indenture covenant language is significant. A use-of-proceeds covenant that prohibits the use of Note proceeds in violation of applicable anti-money laundering laws provides a contractual mechanism that supplements — but does not replace — the regulatory obligations imposed by the Bank Secrecy Act and related statutes. The representations in the Indenture and Purchase Agreement should confirm that the operations of the Issuers and Guarantors are conducted in compliance with applicable anti-money laundering requirements, including those of the jurisdictions in which they operate — specifically Nigeria (the Money Laundering (Prohibition) Act, 2011, as amended) and Senegal (the uniform law on combating money laundering adopted under the West African Economic and Monetary Union framework).

E. Anti-Corruption Laws

FCPA. The Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1 et seq., prohibits the payment of bribes to foreign government officials for the purpose of obtaining or retaining business. The FCPA applies to "issuers" (as defined under the Securities Exchange Act of 1934), "domestic concerns" (U.S. persons and entities), and their agents. The FCPA also imposes books-and-records and internal-controls requirements on issuers. Although DEH is a Cayman Islands entity and is not a reporting company under the Exchange Act, the involvement of U.S.-based entities within the Dunmore group (including the Co-Issuer and several Guarantors), the U.S.-dollar denomination of the Notes, and the involvement of U.S.-based Initial Purchasers create sufficient U.S. nexus to trigger FCPA jurisdiction.

UK Bribery Act 2010. The UK Bribery Act 2010 is one of the most expansive anti-bribery statutes in the world, applying to UK-incorporated entities (including Dunmore Trading Ltd.) and to any entity that carries on business in the United Kingdom. The Act creates offenses of bribing another person, being bribed, bribing foreign public officials, and failure by a commercial organization to prevent bribery. The "failure to prevent" offense is a strict liability offense, subject only to a defense of having adequate procedures in place to prevent bribery.

The relevance of anti-corruption laws to this transaction is particularly acute given the Nigerian and Senegalese operations. Both jurisdictions present elevated corruption risk, and the operational activities of Dunmore Nigeria E&P Ltd. and Dunmore Senegal S.A. involve regular interaction with government officials, regulatory authorities, and state-owned entities. The interplay between OFAC covenants and anti-corruption representations should be carefully coordinated to ensure comprehensive coverage. Corrupt payments may involve intermediaries who are sanctioned persons, and the mechanisms by which corrupt payments are effected (shell companies, offshore accounts, opaque beneficial ownership structures) are also common features of sanctions evasion.

IV. Sanctions Screening — Summary of Sandoval Compliance Solutions Results

Sandoval Compliance Solutions LLC, with Rosa Medina serving as Lead Consultant, completed comprehensive sanctions screening on April 25, 2025. The scope of the screening was as follows:

Screened Parties. The screening covered all entities within the Dunmore group, including:

• Dunmore Energy Holdings Ltd. (Issuer)

• Dunmore upstream Finance Corp. (Co-Issuer)

• All six Guarantor subsidiaries

• All officers and directors of the foregoing entities

• Material counterparties, including the Nigerian National Petroleum Company and its senior officials

• Joint-venture partners

• Transaction participants, including the Initial Purchasers and their principals

• Equity holders, including Harborview Capital Partners Fund VI, L.P. (and its general partner, investment manager, and principals), Solstice Infrastructure Fund LP, and Alderman Family Office LLC

Databases Screened. The screening was conducted against the following databases:

• OFAC Specially Designated Nationals and blocked Persons List (SDN List)

• OFAC Sectoral Sanctions Identifications List (SSI List)

• EU Consolidated Sanctions List

• UK OFSI Consolidated List

Results. The screening returned no hits on any list for any screened party. This is a clean result that permits the Issuers and Guarantors to make the sanctions status representation described in Section V.A without the need for carve-outs, exceptions, or additional disclosure.

Recommendations. We recommend the following with respect to the screening results:

1. The completed screening should be referenced in the background representations in the Indenture and Purchase Agreement to demonstrate the diligence undertaken by the Issuers and Guarantors in connection with the offering.

2. The right to require updated screening prior to closing (expected May 15, 2025) should be reserved in the Purchase Agreement, and Sandoval should be instructed to perform a bring-down screening within 48 hours prior to closing to confirm no changes have occurred.

3. An ongoing quarterly monitoring obligation should be implemented post-closing. This obligation will be addressed separately in the Post-Closing Sanctions Monitoring Protocol memorandum to be delivered to Alistair Forde, General Counsel of the Dunmore group, following the closing. As discussed in Section VII.B below, we recommend making quarterly screening an affirmative covenant obligation in the Indenture rather than merely an operational recommendation.

V. Recommended Representations and Warranties — Indenture

A. Sanctions Status Representation (Section [___] of the Indenture)

The central sanctions representation in the Indenture should confirm that neither the Issuers, any Guarantor, nor any of their respective directors, officers, employees, or — to the knowledge of the Issuers — agents or affiliates acting on their behalf, is a person that is, or is owned or controlled by a person that is:

(i) the subject of any sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty's Treasury of the United Kingdom (collectively, "Sanctions"); or

(ii) located, organized, or resident in a country or territory that is, or whose government is, the subject of comprehensive territorial Sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine) (each, a "Sanctioned Country").

Drafting Considerations. The use of the "to the knowledge of" qualifier with respect to agents and affiliates is both appropriate and consistent with market practice for issuers with large international operational footprints. The Dunmore group employs approximately 3,400 persons worldwide across multiple jurisdictions. It would be unreasonable — and unprecedented in the market — to require an unqualified representation as to the sanctions status of every agent and affiliate of the group. The knowledge qualifier appropriately balances the Initial Purchasers' interest in comprehensive representations with the Issuers' practical inability to verify the sanctions status of every individual who may act on behalf of the group in any capacity.

Importantly, however, the representation should be strict (i.e., without knowledge qualification) with respect to the Issuers and Guarantors themselves, and with respect to their directors, officers, and employees. These are persons whose sanctions status is within the direct knowledge and control of the Issuers, and the strict liability nature of OFAC sanctions makes a knowledge-qualified representation inadequate for these categories.

The representation should cover all Guarantors by name to eliminate any ambiguity as to scope. The six Guarantors — Dunmore Nigeria E&P Ltd., Dunmore Gulf Operations LLC, Dunmore Renewables LLC, Dunmore Senegal S.A., Dunmore Midstream Holdings Inc., and Dunmore Trading Ltd. — should each be individually named in the definition of "Guarantors" in the Indenture, and the sanctions status representation should expressly apply to each of them.

We recommend defining "Sanctions" broadly to encompass all four of the primary sanctions regimes relevant to this transaction: OFAC (United States), the U.S. Department of State, the United Nations Security Council, the European Union, and His Majesty's Treasury of the United Kingdom. This broad definition is consistent with current market practice and reflects the multi-jurisdictional exposure of the Dunmore group. The proposed definitional language is set forth in detail in Annex A.

B. Sanctions Compliance History Representation

In addition to the point-in-time sanctions status representation, the Indenture should include a backward-looking representation confirming that, for the five-year period preceding the date of the Indenture, the Issuers and Guarantors have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that, at the time of the dealing or transaction, was the subject of Sanctions, or with or in any Sanctioned Country.

This representation provides the Initial Purchasers and future holders of the Notes with assurance that the Dunmore group's compliance track record extends beyond the point-in-time snapshot provided by the sanctions status representation. The five-year lookback period is consistent with market practice and with the general statute of limitations for OFAC enforcement actions.

The NNPC, as noted above, is not currently designated on any applicable sanctions list. Accordingly, the Issuers' ongoing business dealings with NNPC in connection with OML 47 and OML 63 do not impede the ability to make this representation as of the date of the Indenture. However, we recommend that the bring-down screening performed prior to closing confirm that NNPC's sanctions status has not changed in the intervening period.

A knowledge qualifier is recommended for this representation. Given the breadth of the Dunmore group's historical operations across multiple jurisdictions and the difficulty of confirming with absolute certainty that no transaction over a five-year period involved a person who was, unbeknownst to the Dunmore group, the subject of sanctions at the time, a knowledge-qualified representation appropriately addresses these practical realities. The "knowingly engaged" formulation is standard in this context.

C. Anti-Money Laundering Representation

The Indenture should include a representation that the operations of the Issuers and each Guarantor are, and have been conducted at all times, in compliance with applicable financial recordkeeping and reporting requirements, including the Bank Secrecy Act, as amended by the USA PATRIOT Act, and applicable anti-money laundering statutes of all jurisdictions in which the Issuers and Guarantors conduct business, and no action, suit, or proceeding by or before any court or governmental agency, authority, or body or any arbitrator involving the Issuers or any Guarantor with respect to anti-money laundering laws is pending or, to the knowledge of the Issuers, threatened.

We specifically recommend that the representation include reference to the anti-money laundering statutes of Nigeria and Senegal, given the significance of the Dunmore group's operations in those jurisdictions. In Nigeria, the principal anti-money laundering legislation is the Money Laundering (Prohibition) Act, 2011 (as amended by the Money Laundering (Prevention and Prohibition) Act, 2022). In Senegal, anti-money laundering requirements are governed by the uniform law on combating money laundering adopted under the institutional framework of the West African Economic and Monetary Union (UEMOA) and the Inter-Governmental Action Group against Money Laundering in West Africa (GIABA). Specific reference to these statutes demonstrates the thoroughness of the Issuers' compliance program and provides comfort to the Initial Purchasers regarding the jurisdictional scope of the representation.

D. Anti-Corruption Representation

The Indenture should contain a representation that neither the Issuers, any Guarantor, nor any of their respective directors, officers, employees, or — to the knowledge of the Issuers — agents, has taken any action, directly or indirectly, that would result in a violation of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce in furtherance of an offer, payment, promise to pay, or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value, to any "foreign official" (as such term is defined in the FCPA), or to any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA. The representation should also extend to the UK Bribery Act 2010 and confirm that no Issuer or Guarantor has engaged in any activity, practice, or conduct that would constitute an offense under the UK Bribery Act 2010.

The enhanced importance of this representation is directly linked to the Nigerian and Senegalese operational exposure. Nigeria and Senegal present elevated corruption risk based on multiple global indices, including Transparency International's Corruption Perceptions Index. The Issuers' ongoing interactions with governmental officials and state-owned enterprises in these jurisdictions — including NNPC, the Nigerian Department of Petroleum Resources (and its successor, the Nigerian upstream Petroleum Regulatory Commission), and the Senegalese Ministère de l'Énergie — create the conditions in which corrupt payments could potentially be solicited or offered. The anti-corruption representation, combined with the anti-corruption compliance covenant described in Section VII.D below, provides a contractual framework for addressing this risk.

VI. Recommended Representations and Warranties — Purchase Agreement

A. Mirror Representations in Purchase Agreement

The Purchase Agreement should contain sanctions representations that substantially mirror the representations included in the Indenture. Consistency between the Indenture and Purchase Agreement representations is important for several reasons: it avoids the risk that a representation breach under one document but not the other creates ambiguity regarding the parties' obligations and remedies; it simplifies compliance monitoring; and it reduces the potential for drafting errors that could be exploited in future disputes.

In addition to the mirror representations, the Purchase Agreement should include representations specific to the offering transaction itself. These offering-specific representations should confirm that:

(a) the offering and sale of the Notes will not violate any Sanctions applicable to the Issuers, any Guarantor, or any of their respective directors, officers, employees, or, to the knowledge of the Issuers, agents;

(b) the use of the proceeds from the sale of the Notes will not violate any Sanctions; and

(c) no part of the proceeds of the offering will be used, directly or indirectly, to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any person of Sanctions.

These offering-specific representations are distinct from the general sanctions status representations in the Indenture in that they focus specifically on the offering transaction and the deployment of proceeds, rather than on the general sanctions compliance posture of the Dunmore group.

It is important to note that the Side Letter — Sanctions Representations will supplement the Purchase Agreement with additional sanctions-related representations that go beyond those in the Indenture and the Purchase Agreement itself. These Side Letter representations are expected to include more granular confirmations regarding specific counterparty screening, the NNPC back-in rights in OML 47 and OML 63, and the sanctions compliance procedures of Dunmore Trading Ltd. Care must be taken in drafting to ensure that the Side Letter representations are additive to, and consistent with, the Indenture and Purchase Agreement representations. Any inconsistency among the three documents could create confusion regarding the scope of the Issuers' representations and the triggering conditions for indemnification and default.

B. Bring-Down Mechanism

The representations and warranties in the Purchase Agreement must be accurate as of two separate dates: the date of execution of the Purchase Agreement (expected to be May 12, 2025, the pricing date) and the Closing Date (expected to be May 15, 2025). This "bring-down" requirement ensures that the representations remain true through the closing of the offering and provides a condition to the Initial Purchasers' obligation to purchase the Notes.

We recommend requiring delivery of an Officers' Certificate at closing confirming the continued accuracy of all representations and warranties in the Purchase Agreement, including the sanctions representations. The Officers' Certificate should be executed by Marcus Ellingham, Chief Executive Officer of DEH, and Deepa Rajaram, Chief Financial Officer of DEH, in their capacities as officers of the Issuer. The Officers' Certificate should be coordinated with the Bring-Down Due Diligence Certificate that is a standard closing deliverable in Rule 144A offerings.

The bring-down mechanism has particular significance for the sanctions representations because of the dynamic nature of OFAC designations. The SDN List and other OFAC lists are updated on a rolling basis, and a person or entity that is not designated as of the date of the Purchase Agreement could be designated prior to closing. The bring-down screening to be performed by Sandoval within 48 hours prior to closing is designed to address this risk. If the bring-down screening reveals a positive hit, the Officers' Certificate could not be delivered, and the parties would need to assess whether the representation can be made as qualified or whether the closing must be delayed or terminated.

C. Indemnification Scope

The OFAC and sanctions representations should be specifically included within the scope of the indemnification provisions of the Purchase Agreement. The indemnification clause should provide that the Issuers and Guarantors will indemnify and hold harmless each Initial Purchaser and its respective affiliates, directors, officers, employees, and agents from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorneys' fees and expenses) arising out of or based upon any breach of the sanctions representations and warranties, any failure to comply with the sanctions covenants, or any actual or alleged violation of applicable sanctions laws by the Issuers or any Guarantor.

The Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC) and their counsel (Whitfield Baxter & Cohn LLP, with Harrison Cates and Priya Naveen as lead contacts) will likely insist on unlimited survival for the sanctions representations — that is, the sanctions representations should survive closing indefinitely and should not be subject to the general survival period applicable to other representations in the Purchase Agreement. This is a standard market position, reflecting the potential severity and long-tail nature of sanctions violations and the significant reputational and regulatory consequences that the Initial Purchasers could face if they are associated with a sanctions-tainted offering. We recommend accepting this market position, as it is consistent with current practice in 144A/Regulation S high-yield offerings and is unlikely to be successfully resisted in negotiations.

VII. Recommended Affirmative and Negative Covenants — Indenture

A. Use of Proceeds — Sanctions Negative Covenant

The most critical covenant provision in the Indenture from a sanctions compliance perspective is the negative covenant restricting the use of proceeds. We recommend the following formulation:

The Issuers shall not, and shall not permit any Guarantor or any subsidiary to, directly or indirectly, use the proceeds of the Notes, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other person or entity:

(i) to fund or facilitate any activities of or business with any person that, at the time of such funding, is the subject of Sanctions;

(ii) to fund or facilitate any activities of or business with or in any Sanctioned Country; or

(iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as Initial Purchaser, advisor, investor, or otherwise) of Sanctions.

This formulation is deliberately broad and is intended to capture both direct and indirect uses of proceeds that could result in a sanctions violation. The inclusion of sub-clause (iii) is particularly important, as it extends the covenant's protective scope to all transaction participants, including the Initial Purchasers, and prevents the Issuers from using proceeds in a manner that, while not directly involving a sanctioned person or country, would nonetheless cause another person to violate applicable sanctions.

The covenant runs for the life of the Notes, through maturity on May 1, 2032. This seven-year duration means that the covenant must be drafted to accommodate changes in the sanctions landscape over time, including the potential designation of new sanctioned persons and countries and the lifting of existing designations. The use of a dynamic reference to "Sanctions" as defined (which itself references sanctions "from time to time" in effect) achieves this objective.

Cayar Offshore Phase II and General Corporate Purposes Considerations. Of the approximately $837,250,000 in net proceeds, $250,000,000 is specifically allocated to Cayar Offshore Phase II development capital expenditures and $114,750,000 to general corporate purposes. We have considered whether these specific allocations require additional geographic or counterparty restrictions beyond the general prohibition set forth above. We recommend against such additional restrictions for two reasons. First, the general prohibition is sufficiently broad to capture any use of proceeds that would violate applicable sanctions, regardless of the geographic destination or counterparty identity. Second, the imposition of specific fund-tracing requirements for particular portions of the proceeds would create unnecessary operational complexity and potential compliance ambiguity, particularly given the fungibility of cash within the Dunmore group once proceeds are distributed among the subsidiaries. The general prohibition, combined with the ongoing compliance covenant described in Section VII.B below, provides adequate protection.

B. Ongoing Sanctions Compliance Covenant

In addition to the use-of-proceeds negative covenant, the Indenture should include an affirmative covenant requiring the Issuers and each Guarantor to maintain in effect and enforce policies and procedures reasonably designed to promote and achieve compliance with applicable Sanctions. This covenant goes beyond the point-in-time use-of-proceeds restriction and imposes a continuing obligation to maintain a compliance infrastructure throughout the life of the Notes.

The ongoing compliance covenant should be coordinated with the Post-Closing Sanctions Monitoring Protocol, which will require quarterly screening by Sandoval Compliance Solutions LLC (or a successor compliance advisor) of all Dunmore group entities, their officers, directors, and material counterparties against all applicable sanctions lists. We recommend making the quarterly screening obligation a component of the affirmative covenant in the Indenture, rather than merely an operational recommendation, to ensure that it has contractual force and that a failure to perform the required screening could give rise to a covenant breach (and, ultimately, an Event of Default, subject to the cure periods discussed in Section VIII below).

The ongoing compliance covenant should also include a reporting obligation: if any Issuer or Guarantor becomes aware of a potential sanctions violation, or if any Issuer or Guarantor becomes the subject of a sanctions investigation by OFAC or any other governmental authority, the Issuers shall provide prompt written notice to the Trustee (Northgate Trust Company, N.A.). The notice requirement is a standard feature of ongoing compliance covenants and provides the Trustee and the holders of the Notes with timely information regarding developments that could materially affect the value of the Notes or the collateral securing them.

C. OFAC Compliance Officer Covenant

We recommend considering a covenant requiring the Issuers to designate a compliance officer with responsibility for OFAC and sanctions compliance for the Dunmore group. The designated compliance officer would be responsible for overseeing the implementation of the sanctions compliance policies and procedures required by the ongoing compliance covenant, coordinating with Sandoval on quarterly screening, and serving as the primary point of contact for sanctions-related inquiries from the Trustee or holders of the Notes.

Currently, Alistair Forde, General Counsel of the Dunmore group, serves this function in an informal capacity. We recognize that market practice varies with respect to formal compliance officer designation covenants. Some recent high-yield offerings have included such covenants, while others have relied on the general ongoing compliance covenant to encompass the compliance officer function. We recommend that, if the general compliance covenant described in Section VII.B is sufficiently robust in its requirements for policies, procedures, and reporting, a separate compliance officer designation covenant may not be necessary. However, if Jennifer Kwon determines that a formal designation covenant would provide additional comfort to the Initial Purchasers or would strengthen the Issuers' compliance posture, we can prepare appropriate language. This is an item to be flagged for discussion.

D. Anti-Corruption Compliance Covenant

The Indenture should include a covenant requiring the Issuers and each Guarantor to comply at all times with the FCPA and the UK Bribery Act 2010, and to maintain adequate internal controls and books and records consistent with the requirements of such laws. This covenant is complementary to the anti-corruption representation described in Section V.D and provides an ongoing obligation that extends beyond the point-in-time confirmations in the representation.

The anti-corruption compliance covenant is particularly relevant for the Nigerian operations (OML 47 and OML 63) and the Senegalese operations (Cayar Offshore Block), where the risk of corrupt interactions with government officials, regulatory authorities, and state-owned entities is elevated. The covenant should be drafted broadly to encompass not only direct payments to foreign officials but also indirect payments through agents, intermediaries, and joint venture partners.

The covenant should also require the Issuers to maintain books and records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of the assets of the Issuers and Guarantors, and to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are executed in accordance with management's general or specific authorization and that transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable accounting principles.

VIII. Event of Default Provisions

A. Cross-Reference to Sanctions Representations and Covenants

The Indenture should provide that a breach of the sanctions representations and covenants constitutes an Event of Default. The consequences and cure periods associated with such a breach should be tailored to the severity and nature of the breach, as follows:

(i) Breach of Sanctions Status Representation (Section V.A). A breach of the sanctions status representation — i.e., a determination that an Issuer, a Guarantor, or any of their directors, officers, or employees is, or is owned or controlled by, a person that is the subject of Sanctions or is located in a Sanctioned Country — should constitute an immediate Event of Default, without any notice or cure period. The severity of such a breach, and the legal implications of transacting with a sanctioned person, warrant immediate acceleration rights. There is no meaningful cure available for this type of breach short of divesting the sanctioned person's interest, which would require a fundamental restructuring of the Dunmore group.

(ii) Breach of Use-of-Proceeds Sanctions Covenant (Section VII.A). A breach of the negative covenant restricting the use of proceeds — i.e., a determination that proceeds of the Notes have been used, directly or indirectly, in violation of Sanctions — should likewise constitute an immediate Event of Default, without any notice or cure period. The use of offering proceeds in violation of Sanctions exposes the Initial Purchasers and holders of the Notes to direct regulatory risk and could result in the blocking of assets securing the Notes. The immediate default treatment reflects the seriousness of this breach.

(iii) Breach of Ongoing Compliance Covenant (Section VII.B). A breach of the ongoing compliance covenant — e.g., a failure to maintain adequate compliance policies and procedures, or a failure to perform required quarterly screening — should constitute an Event of Default, but subject to a 30-day notice and cure period. Unlike a breach of the sanctions status representation or the use-of-proceeds covenant, a breach of the ongoing compliance covenant may be administrative or procedural in nature and may be capable of cure without any underlying sanctions violation having occurred. The 30-day cure period provides the Issuers with a reasonable opportunity to remedy such a breach before acceleration rights arise.

We anticipate that Harrison Cates at Whitfield Baxter & Cohn LLP, acting on behalf of the Initial Purchasers, will insist on immediate default treatment for any breach of the use-of-proceeds sanctions covenant and may push for a shorter cure period (or no cure period) for the ongoing compliance covenant breach. We recommend holding firm on the 30-day cure period for the ongoing compliance covenant, as this position is supported by market practice and reflects a reasonable distinction between substantive sanctions violations and procedural compliance failures. However, this is a negotiation point that should be flagged for Jennifer Kwon's attention.

B. Consequences of Default

Upon the occurrence of an Event of Default arising from a breach of sanctions representations or covenants, the standard Indenture acceleration provisions would apply. These provisions generally permit the Trustee or holders of not less than 25% in aggregate principal amount of the outstanding Notes to declare all outstanding Notes to be immediately due and payable, together with accrued and unpaid interest thereon.

It is important to note that a sanctions-related Event of Default under the Indenture could also trigger a cross-default under the ABL revolving credit facility (the "ABL Facility") maintained by the Dunmore group with Velthorn National Bank, N.A. The ABL Facility has a total commitment of $750,000,000, of which approximately $470,000,000 is currently drawn, bearing interest at a rate of SOFR plus 275 basis points. The ABL Facility credit agreement is expected to contain a cross-default provision that would be triggered by the occurrence of an event of default under the Indenture (or any other material indebtedness of the Dunmore group) above a specified threshold.

The potential for a cascading default across the Dunmore group's capital structure underscores the importance of robust sanctions compliance and the significance of the representations and covenants discussed in this memorandum. Coordination with the Intercreditor Agreement among the Trustee (as representative of the holders of the Notes), the ABL Agent (Velthorn National Bank, N.A.), and the Issuers and Guarantors is necessary to ensure that the cross-default provisions are properly calibrated. Pruitt Halsey LLP, counsel to the ABL Agent, should be consulted regarding the interaction between the Indenture default provisions and the ABL Facility cross-default provisions. Robert Cavanaugh at Velthorn National Bank is the principal contact for this coordination.

IX. Specific Drafting Considerations

A. Definition of "Sanctions"

We propose the following definition of "Sanctions" for inclusion in the Indenture:

"Sanctions" means any economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by (i) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (ii) the United Nations Security Council, (iii) the European Union, or (iv) His Majesty's Treasury of the United Kingdom.

We have considered whether to include additional jurisdictions' sanctions regimes — for example, Canada (under the Special Economic Measures Act and the Justice for Victims of Corrupt Foreign Officials Act) or Australia (under the Autonomous Sanctions Act 2011) — within the definition. We recommend limiting the definition to the four primary regimes listed above, for the following reasons:

• The four listed regimes are the most broadly applied and most frequently referenced in high-yield indenture sanctions provisions.

• The Dunmore group's principal regulatory nexus points are the United States, the United Kingdom, and the European Union. There is no significant Canadian or Australian nexus that would warrant inclusion of those regimes.

• An overly expansive definition could create compliance burdens disproportionate to the actual sanctions exposure and could complicate the monitoring and reporting obligations under the ongoing compliance covenant.

• Market practice for Cayman-domiciled issuers with U.S., EU, and UK nexus is to reference these four regimes, and departing from market practice without a clear commercial or regulatory rationale could invite unnecessary scrutiny.

B. Definition of "Sanctioned Country"

We propose the following definition:

"Sanctioned Country" means, at any time, a country, region, or territory which is itself, or whose government is, the subject of any comprehensive territorial Sanctions (as of the date of this Indenture, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine).

We recommend using a dynamic definition that references the comprehensive sanctions programs maintained by OFAC at the relevant time of determination, rather than a static enumeration that lists specific countries without reference to future changes. The parenthetical listing of current Sanctioned Countries serves an informational and illustrative purpose but does not limit the definition to those countries. If OFAC were to impose a new comprehensive sanctions program targeting an additional country during the life of the Notes, the dynamic definition would automatically capture that country within the scope of the covenant, without the need for an amendment to the Indenture.

A static definition, by contrast, would require an amendment or supplement to the Indenture each time a new comprehensive sanctions program is imposed — a process that, for a publicly placed high-yield instrument with numerous holders, could be time-consuming and costly. The dynamic approach is increasingly standard in the market and provides superior protection for the holders of the Notes.

It is critically important to note — and to reflect in the Offering Memorandum risk-factor language — that Nigeria and Senegal are NOT Sanctioned Countries. Neither Nigeria nor Senegal is the subject of a comprehensive OFAC sanctions program, and their inclusion in the Dunmore group's operations does not, in itself, create a Sanctioned Country issue. However, the risk that individual persons in those jurisdictions may be SDN-listed — or may become SDN-listed during the life of the Notes — is real and is addressed by the sanctions status representation, the ongoing compliance covenant, and the quarterly screening obligation. Claire Dempsey should coordinate the risk-factor language in the Offering Memorandum Supplement to clearly articulate this distinction. Cross-reference to the OM Supplement — Risk Factors: Sanctions, OFAC, Anti-Corruption.

C. Knowledge Qualifiers

The appropriate scope of knowledge qualifiers in the sanctions representations is one of the most frequently negotiated issues in high-yield offerings with international operational exposure. Our recommendations are as follows:

"To the knowledge of" qualifier for agents and affiliates. Given the Dunmore group's approximately 3,400 worldwide employees across multiple jurisdictions, and the extensive network of agents, contractors, and other intermediaries engaged in connection with the Nigerian, Senegalese, and trading operations, a strict (unqualified) representation as to the sanctions status of every agent and affiliate acting on behalf of the Issuers and Guarantors would be unreasonable and, in practical terms, impossible to verify with certainty. The "to the knowledge of" qualifier is well-established in market practice for issuers with international operations and has been accepted by initial purchasers and their counsel in comparable transactions. The qualifier should be defined to mean the actual knowledge of the executive officers of the Issuers and Guarantors, after reasonable inquiry.

No knowledge qualifier for Issuers and Guarantors themselves. The sanctions status of the Issuers and Guarantors — i.e., whether they are designated on any sanctions list or located in a Sanctioned Country — is a matter within their direct knowledge and control. A strict representation is appropriate and expected by the market. Similarly, the sanctions status of the directors, officers, and employees of the Issuers and Guarantors should be the subject of a strict representation, as these persons are known to the Issuers and are subject to sanctions screening.

Anticipated Negotiation. We anticipate that Harrison Cates at Whitfield Baxter & Cohn LLP, acting on behalf of the Initial Purchasers, may push back on the use of knowledge qualifiers, particularly with respect to agent

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Jennifer Kwon, Responsible Partner, Capital Markets
FROM: Eric Johannsen, Lead Associate, Capital Markets
CC: Claire Dempsey, Working Associate, Capital Markets; Leonard Cross, Specialist Partner, Tax
DATE: April 23, 2025
RE: Dunmore Energy Holdings Ltd. — $850,000,000 9.375% Senior Secured Notes due 2032: Scope and Drafting of OFAC Sanctions Representations and Covenants for the Indenture and Purchase Agreement
MATTER NO.: 1016-00003
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I. Executive Summary and Purpose of Memorandum
This memorandum analyzes the appropriate scope and language of sanctions-related representations, warranties, and covenants to be included in the transaction documents in connection with the offering by Dunmore Energy Holdings Ltd. ("DEH" or the "Issuer") and Dunmore upstream Finance Corp. ("DUFC" or the "Co-Issuer," and together with DEH, the "Issuers") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"). Specifically, this memorandum addresses the drafting of provisions relating to compliance with sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), anti-money laundering statutes, and related anti-corruption laws, as such provisions are to be incorporated into:
(a) the Indenture, expected to be dated as of May 15, 2025 (the "Indenture"), among the Issuers, the Guarantors party thereto, and Northgate Trust Company, N.A., as Trustee and Collateral Agent (the "Trustee"); and
(b) the Purchase Agreement (the "Purchase Agreement"), among the Issuers, the Guarantors, and Ridgeline Capital Markets LLC, as Lead Left Bookrunner, Clarion Securities Inc., as Joint Bookrunner, and Pinnacle Partners LLC, as Co-Manager (collectively, the "Initial Purchasers").
The memorandum also addresses the related Side Letter — Sanctions Representations (the "Side Letter"), which will supplement the Purchase Agreement with additional granular sanctions-related representations.
Heightened scrutiny of OFAC sanctions compliance is warranted in this transaction for several reasons. First, the Issuer's operating subsidiaries maintain significant upstream and midstream operations in Nigeria — specifically Oil Mining Leases 47 and 63 ("OML 47" and "OML 63") in the Niger Delta — and in Senegal, through the Cayar Offshore Block. These jurisdictions, while not subject to comprehensive OFAC sanctions programs, present elevated compliance risk due to the presence of state-owned entities, complex local counterparty networks, and heightened corruption risk indices. Second, the Nigerian National Petroleum Company ("NNPC"), a state-owned enterprise, holds back-in rights in OML 47 and OML 63, requiring careful screening under the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List") and the Sectoral Sanctions Identifications List (the "SSI List"). Third, the Dunmore group's trading operations, conducted through Dunmore Trading Ltd., an England & Wales incorporated private limited company, create additional counterparty exposure in international crude oil and product markets.
Sandoval Compliance Solutions LLC ("Sandoval"), with Rosa Medina serving as Lead Consultant, completed comprehensive OFAC screening on April 25, 2025, with no hits on any applicable sanctions list. The detailed results of that screening will be summarized in a separate screening results memorandum. The absence of any positive screening results permits the Issuers and Guarantors to make the representations described herein without qualification as of the date of the Indenture, subject to the knowledge qualifiers discussed in Section IX.C below.
This memorandum recommends specific drafting approaches for each representation and covenant provision. Proposed language for each provision is set forth in the annexes hereto. The recommendations contained herein are informed by current market practice for high-yield 144A/Regulation S secured notes offerings by exploration and production ("E&P") issuers with operations in African jurisdictions, as surveyed in Section X below, and are designed to satisfy the reasonable expectations of the Initial Purchasers and their counsel, Whitfield Baxter & Cohn LLP (lead contacts: Harrison Cates and Priya Naveen), while appropriately protecting the Issuers from undue representational risk.
We request that Jennifer Kwon review this memorandum and the proposed draft language in the annexes so that we may incorporate the approved provisions into the working drafts of the Indenture and Purchase Agreement on an expedited basis, given the anticipated pricing date of May 12, 2025 and closing date of May 15, 2025.
II. Background on Dunmore's Operations and Sanctions Exposure Profile
A. Overview of the Offering
The Notes will be issued in an aggregate principal amount of $850,000,000, bearing interest at a rate of 9.375% per annum, with a maturity date of May 1, 2032. The Notes will be offered in a private placement under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs") and under Regulation S of the Securities Act to persons who are not U.S. persons.
The Issuer, Dunmore Energy Holdings Ltd., is a Cayman Islands exempted company with limited liability. The Co-Issuer, Dunmore upstream Finance Corp. (EIN 93-4728106), is a Delaware corporation and wholly-owned subsidiary of DEH formed solely for the purpose of serving as co-issuer of the Notes. DUFC has no independent operations and no assets other than its equity interest in certain intercompany obligations.
The Notes will be guaranteed on a senior secured basis by six subsidiaries of the Issuer (collectively, the "Guarantors"):
1. Dunmore Nigeria E&P Ltd., a company incorporated under the laws of the Federal Republic of Nigeria;
2. Dunmore Gulf Operations LLC, a Delaware limited liability company;
3. Dunmore Renewables LLC, a Delaware limited liability company;
4. Dunmore Senegal S.A., a société anonyme organized under the laws of the Republic of Senegal;
5. Dunmore Midstream Holdings Inc., a Delaware corporation; and
6. Dunmore Trading Ltd., a private limited company incorporated under the laws of England and Wales.
The Notes will be issued at a price of 98.50% of par, resulting in gross proceeds to the Issuers of approximately $837,250,000. The Issuers intend to use the proceeds as follows:
The allocation of a significant portion of the proceeds — $250,000,000 — to Cayar Offshore Phase II development capital expenditures, which will involve payments to contractors, vendors, and potentially governmental entities in Senegal, underscores the importance of robust sanctions and anti-corruption covenant language in the transaction documents. Similarly, the $114,750,000 designated for general corporate purposes provides the Issuers with discretion in deploying funds, further supporting the need for a broad negative covenant restricting the use of proceeds in violation of applicable sanctions.
B. Nigerian Operations — OML 47 and OML 63
Dunmore Nigeria E&P Ltd., a Nigerian-incorporated subsidiary and one of the Guarantors, operates OML 47 and OML 63 in the Niger Delta region of Nigeria. These are the Dunmore group's most significant producing assets by reserve volume. According to the reserves report prepared by Duval Howard & Partners as of December 31, 2024, proved reserves attributable to these leases are as follows:
• OML 47: 142.6 million barrels of oil equivalent ("MMboe")
• OML 63: 87.3 MMboe
The combined proved reserves of 229.9 MMboe represent the single largest component of the Dunmore group's total reserve base and a substantial portion of the collateral securing the Notes.
A critical consideration for OFAC compliance in connection with the Nigerian operations is the role of the Nigerian National Petroleum Company. NNPC holds back-in rights in both OML 47 and OML 63, meaning that NNPC is entitled to acquire participating interests in these leases under certain conditions prescribed by Nigerian petroleum legislation. Although NNPC is not currently listed on the OFAC SDN List or SSI List — as confirmed by the Sandoval screening completed on April 25, 2025 — the involvement of a state-owned enterprise of this nature requires ongoing vigilance and monitoring, particularly given the potential for changes in OFAC designations over the life of the Notes.
Additionally, the Nigerian operations involve extensive engagement with local service providers, contractors, and government officials in a jurisdiction that consistently ranks among the higher-risk countries on global corruption perception indices. This factor, while more directly relevant to anti-corruption compliance under the Foreign Corrupt Practices Act ("FCPA") and the UK Bribery Act 2010, also intersects with sanctions compliance insofar as corrupt payments may involve intermediaries or beneficial owners who are sanctioned persons.
Abayomi Chambers, with Chidinma Okafor serving as lead partner, is engaged as Nigerian counsel and can advise on the regulatory interface between Nigerian petroleum law and international sanctions compliance, including any required governmental approvals or notifications in connection with the sanctions representations and covenants to be included in the Indenture.
C. Senegalese Operations — Cayar Offshore Block
Dunmore Senegal S.A., a Senegalese société anonyme and one of the Guarantors, operates the Cayar Offshore Block in Senegal. The Cayar Offshore Block holds proved reserves of 64.1 MMboe, with a PV-10 value of approximately $1,190,000,000 as of the date of the most recent reserves report.
Phase II of the Cayar Offshore development program is to be funded in substantial part with $250,000,000 of the net proceeds of the offering. This direct connection between the offering proceeds and capital expenditures in Senegal makes the sanctions and anti-corruption covenant language particularly significant for this operating segment. Payments in connection with Phase II development will flow through Senegalese banking channels and may involve governmental entities, including the Ministère de l'Énergie, which oversees production sharing contract compliance and the issuance of ministerial permits.
Theron Moss & Associates SARL, with Moustapha Sy serving as lead partner, is engaged as Senegalese counsel and will advise on local regulatory requirements, including production sharing contract compliance and any sanctions-related representations that must be adapted for consistency with Senegalese law.
D. Gulf of Mexico Operations
Dunmore Gulf Operations LLC, a Delaware limited liability company and one of the Guarantors, holds deepwater leases in the Green Canyon and Garden Banks areas of the Gulf of Mexico. Proved reserves attributable to these leases are 51.8 MMboe, with a PV-10 value of approximately $1,050,000,000.
The Gulf of Mexico operations present a substantially lower sanctions risk profile compared to the Nigerian and Senegalese operations. These operations are conducted entirely within U.S. waters, are regulated by the Bureau of Ocean Energy Management ("BOEM") and the Bureau of Safety and Environmental Enforcement ("BSEE"), and involve counterparties that are predominantly U.S.-based entities subject to standard domestic compliance frameworks. Accordingly, while the Gulf of Mexico operations will be covered by the general sanctions representations and covenants in the Indenture and Purchase Agreement, they do not require the same level of enhanced scrutiny as the African operations.
E. Dunmore Trading Ltd. — Offtake and Trading
Dunmore Trading Ltd. is a private limited company incorporated under the laws of England and Wales. It serves as the Dunmore group's offtake and trading arm, responsible for the marketing and sale of crude oil and petroleum products produced by the group's upstream subsidiaries. In this capacity, Dunmore Trading Ltd. engages with a broad network of counterparties in international crude oil and product markets, including traders, refiners, and end-users across multiple jurisdictions.
The trading operations present perhaps the most significant ongoing sanctions exposure within the Dunmore group. International crude oil markets involve counterparties in jurisdictions where sanctioned persons may be active, and the rapid pace of trading activity can create compliance challenges that are distinct from those present in the upstream operations. For these reasons, we recommend enhanced representations and covenant language specifically applicable to Dunmore Trading Ltd., as discussed further in Section XII below.
Cresswell & Greaves LLP, with Fiona Halsted serving as lead partner, is engaged as English counsel for Dunmore Trading Ltd. and will advise on the interaction between the Indenture covenants and applicable UK and EU sanctions regimes.
F. Ownership Structure
The equity ownership of Dunmore Energy Holdings Ltd. is concentrated among a limited number of holders, as follows:
Harborview Capital Partners Fund VI, L.P. is the majority equity holder. The principal contacts at Harborview for purposes of this transaction are Elaine Prescott (Managing Director) and David Stein (Partner). All equity holders and their respective principals, including the general partner and investment manager of Harborview Capital Partners Fund VI, L.P., must be covered by the sanctions screening process. The Sandoval screening completed on April 25, 2025 included all of these persons and entities, with no hits.
The involvement of a private equity sponsor as the majority equity holder is relevant to the sanctions analysis in two respects. First, the representations and warranties in the Indenture and Purchase Agreement must be drafted to cover the ownership chain, including the "owned or controlled by" language discussed in Section V.A below. Second, the Initial Purchasers may seek representations regarding the sanctions status of the equity holders, particularly in light of the secondary sanctions risk considerations applicable to the sponsor's other portfolio companies and investment activities.
III. Applicable Legal Framework
A. OFAC Sanctions Regime
The Office of Foreign Assets Control of the U.S. Department of the Treasury administers and enforces economic and trade sanctions programs based on U.S. foreign policy and national security goals. The OFAC sanctions regime is the primary regulatory framework relevant to the sanctions representations and covenants in the Indenture and Purchase Agreement.
SDN List. The Specially Designated Nationals and blocked Persons List is the principal OFAC sanctions list. U.S. persons are generally prohibited from engaging in transactions with any person or entity on the SDN List. The property and interests in property of SDN-listed persons that are in the United States, or that come within the possession or control of U.S. persons, must be blocked. The SDN List is updated on a rolling basis and currently includes thousands of individuals, entities, vessels, and aircraft.
SSI List. The Sectoral Sanctions Identifications List identifies persons operating in certain sectors of designated economies (most notably Russia) with whom U.S. persons are prohibited from engaging in certain specified types of transactions, such as the provision of new debt of longer than a specified tenor or new equity financing. While the SSI List is most commonly associated with Russian sanctions, its framework is relevant to the drafting of broad sanctions representations that cover all OFAC-administered programs.
Country-Based Sanctions Programs. OFAC administers comprehensive sanctions programs targeting Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine. These programs broadly prohibit transactions involving the targeted country or region, subject to limited exemptions and general or specific licenses. It is critically important to note that neither Nigeria nor Senegal is the subject of a comprehensive OFAC sanctions program. However, individuals and entities located in or associated with these countries may be individually designated on the SDN List or other OFAC lists.
Enabling Authorities. OFAC sanctions programs are authorized by various executive orders and statutes, including the International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706, and the Trading with the Enemy Act, 50 U.S.C. §§ 4301–4341. These statutes grant the President broad authority to declare national emergencies with respect to foreign threats and to impose economic sanctions in response to such threats.
Strict Liability. OFAC violations are subject to a strict liability standard for civil enforcement purposes. This means that a person may be held liable for an OFAC violation regardless of whether the person knew or had reason to know that the transaction involved a sanctioned person or country. The strict liability nature of OFAC enforcement is a critical consideration in drafting representations and warranties, as it heightens the importance of robust screening procedures and knowledge qualifiers, as discussed in Section IX.C below. Civil penalties for OFAC violations can reach the greater of approximately $356,579 per violation (as adjusted for inflation) or twice the value of the underlying transaction. Criminal penalties can include fines of up to $1,000,000 and imprisonment of up to 20 years per violation.
Secondary Sanctions. Certain OFAC sanctions programs include secondary sanctions provisions that may be applied to non-U.S. persons who engage in specified activities. While the Issuer is a Cayman Islands entity and several of the Guarantors are organized outside the United States, the U.S. nexus created by the Co-Issuer (a Delaware corporation), several Guarantors (Delaware entities), the U.S. dollar-denominated Notes, and the involvement of U.S.-based Initial Purchasers means that the primary OFAC prohibitions apply directly to many aspects of the transaction. Secondary sanctions considerations are nonetheless relevant to the activities of Dunmore Trading Ltd. and the non-U.S. operating subsidiaries.
B. EU Consolidated Sanctions List
The European Union maintains a consolidated list of persons, groups, and entities subject to EU financial sanctions, principally under Council Regulation (EC) No. 881/2002 (as amended and supplemented by successor regulations) and various Council decisions and regulations implementing country-specific and thematic sanctions programs. EU sanctions apply to EU persons and entities, as well as to transactions conducted within EU territory or involving EU-regulated financial institutions.
The screening requirement extends to all EU-nexus transactions. Dunmore Trading Ltd., as an England & Wales incorporated entity that engages in crude oil trading that may involve EU counterparties and EU financial channels, has a direct nexus to the EU sanctions regime. While the United Kingdom is no longer a member of the European Union, Dunmore Trading Ltd.'s trading activities may nonetheless involve EU-nexus transactions that trigger EU sanctions obligations. Accordingly, the definition of "Sanctions" in the Indenture should include EU sanctions, and the screening performed by Sandoval included the EU Consolidated Sanctions List.
C. UK OFSI Consolidated List
The UK Office of Financial Sanctions Implementation ("OFSI"), part of HM Treasury, administers the UK's autonomous financial sanctions regime following Brexit. OFSI maintains a consolidated list of persons and entities designated under UK sanctions legislation, including the Sanctions and Anti-Money Laundering Act 2018 and various statutory instruments implementing country-specific and thematic sanctions programs.
Given Dunmore Trading Ltd.'s incorporation under the laws of England and Wales and its UK-nexus trading activities, compliance with UK sanctions is a direct obligation. The Sandoval screening included the UK OFSI Consolidated List, and the definition of "Sanctions" in the Indenture should reference His Majesty's Treasury as one of the administering bodies.
D. Anti-Money Laundering Statutes
The Bank Secrecy Act of 1970, as amended by Title III of the USA PATRIOT Act ("Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001"), establishes comprehensive requirements for financial recordkeeping and reporting by financial institutions and imposes anti-money laundering obligations that extend to persons engaged in financial transactions in the United States. The money laundering statutes at 18 U.S.C. §§ 1956 and 1957 criminalize the laundering of proceeds of specified unlawful activity and monetary transactions in property derived from specified unlawful activity, respectively.
The intersection of anti-money laundering statutes with Indenture covenant language is significant. A use-of-proceeds covenant that prohibits the use of Note proceeds in violation of applicable anti-money laundering laws provides a contractual mechanism that supplements — but does not replace — the regulatory obligations imposed by the Bank Secrecy Act and related statutes. The representations in the Indenture and Purchase Agreement should confirm that the operations of the Issuers and Guarantors are conducted in compliance with applicable anti-money laundering requirements, including those of the jurisdictions in which they operate — specifically Nigeria (the Money Laundering (Prohibition) Act, 2011, as amended) and Senegal (the uniform law on combating money laundering adopted under the West African Economic and Monetary Union framework).
E. Anti-Corruption Laws
FCPA. The Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1 et seq., prohibits the payment of bribes to foreign government officials for the purpose of obtaining or retaining business. The FCPA applies to "issuers" (as defined under the Securities Exchange Act of 1934), "domestic concerns" (U.S. persons and entities), and their agents. The FCPA also imposes books-and-records and internal-controls requirements on issuers. Although DEH is a Cayman Islands entity and is not a reporting company under the Exchange Act, the involvement of U.S.-based entities within the Dunmore group (including the Co-Issuer and several Guarantors), the U.S.-dollar denomination of the Notes, and the involvement of U.S.-based Initial Purchasers create sufficient U.S. nexus to trigger FCPA jurisdiction.
UK Bribery Act 2010. The UK Bribery Act 2010 is one of the most expansive anti-bribery statutes in the world, applying to UK-incorporated entities (including Dunmore Trading Ltd.) and to any entity that carries on business in the United Kingdom. The Act creates offenses of bribing another person, being bribed, bribing foreign public officials, and failure by a commercial organization to prevent bribery. The "failure to prevent" offense is a strict liability offense, subject only to a defense of having adequate procedures in place to prevent bribery.
The relevance of anti-corruption laws to this transaction is particularly acute given the Nigerian and Senegalese operations. Both jurisdictions present elevated corruption risk, and the operational activities of Dunmore Nigeria E&P Ltd. and Dunmore Senegal S.A. involve regular interaction with government officials, regulatory authorities, and state-owned entities. The interplay between OFAC covenants and anti-corruption representations should be carefully coordinated to ensure comprehensive coverage. Corrupt payments may involve intermediaries who are sanctioned persons, and the mechanisms by which corrupt payments are effected (shell companies, offshore accounts, opaque beneficial ownership structures) are also common features of sanctions evasion.
IV. Sanctions Screening — Summary of Sandoval Compliance Solutions Results
Sandoval Compliance Solutions LLC, with Rosa Medina serving as Lead Consultant, completed comprehensive sanctions screening on April 25, 2025. The scope of the screening was as follows:
Screened Parties. The screening covered all entities within the Dunmore group, including:
• Dunmore Energy Holdings Ltd. (Issuer)
• Dunmore upstream Finance Corp. (Co-Issuer)
• All six Guarantor subsidiaries
• All officers and directors of the foregoing entities
• Material counterparties, including the Nigerian National Petroleum Company and its senior officials
• Joint-venture partners
• Transaction participants, including the Initial Purchasers and their principals
• Equity holders, including Harborview Capital Partners Fund VI, L.P. (and its general partner, investment manager, and principals), Solstice Infrastructure Fund LP, and Alderman Family Office LLC
Databases Screened. The screening was conducted against the following databases:
• OFAC Specially Designated Nationals and blocked Persons List (SDN List)
• OFAC Sectoral Sanctions Identifications List (SSI List)
• EU Consolidated Sanctions List
• UK OFSI Consolidated List
Results. The screening returned no hits on any list for any screened party. This is a clean result that permits the Issuers and Guarantors to make the sanctions status representation described in Section V.A without the need for carve-outs, exceptions, or additional disclosure.
Recommendations. We recommend the following with respect to the screening results:
1. The completed screening should be referenced in the background representations in the Indenture and Purchase Agreement to demonstrate the diligence undertaken by the Issuers and Guarantors in connection with the offering.
2. The right to require updated screening prior to closing (expected May 15, 2025) should be reserved in the Purchase Agreement, and Sandoval should be instructed to perform a bring-down screening within 48 hours prior to closing to confirm no changes have occurred.
3. An ongoing quarterly monitoring obligation should be implemented post-closing. This obligation will be addressed separately in the Post-Closing Sanctions Monitoring Protocol memorandum to be delivered to Alistair Forde, General Counsel of the Dunmore group, following the closing. As discussed in Section VII.B below, we recommend making quarterly screening an affirmative covenant obligation in the Indenture rather than merely an operational recommendation.
V. Recommended Representations and Warranties — Indenture
A. Sanctions Status Representation (Section [___] of the Indenture)
The central sanctions representation in the Indenture should confirm that neither the Issuers, any Guarantor, nor any of their respective directors, officers, employees, or — to the knowledge of the Issuers — agents or affiliates acting on their behalf, is a person that is, or is owned or controlled by a person that is:
(i) the subject of any sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty's Treasury of the United Kingdom (collectively, "Sanctions"); or
(ii) located, organized, or resident in a country or territory that is, or whose government is, the subject of comprehensive territorial Sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine) (each, a "Sanctioned Country").
Drafting Considerations. The use of the "to the knowledge of" qualifier with respect to agents and affiliates is both appropriate and consistent with market practice for issuers with large international operational footprints. The Dunmore group employs approximately 3,400 persons worldwide across multiple jurisdictions. It would be unreasonable — and unprecedented in the market — to require an unqualified representation as to the sanctions status of every agent and affiliate of the group. The knowledge qualifier appropriately balances the Initial Purchasers' interest in comprehensive representations with the Issuers' practical inability to verify the sanctions status of every individual who may act on behalf of the group in any capacity.
Importantly, however, the representation should be strict (i.e., without knowledge qualification) with respect to the Issuers and Guarantors themselves, and with respect to their directors, officers, and employees. These are persons whose sanctions status is within the direct knowledge and control of the Issuers, and the strict liability nature of OFAC sanctions makes a knowledge-qualified representation inadequate for these categories.
The representation should cover all Guarantors by name to eliminate any ambiguity as to scope. The six Guarantors — Dunmore Nigeria E&P Ltd., Dunmore Gulf Operations LLC, Dunmore Renewables LLC, Dunmore Senegal S.A., Dunmore Midstream Holdings Inc., and Dunmore Trading Ltd. — should each be individually named in the definition of "Guarantors" in the Indenture, and the sanctions status representation should expressly apply to each of them.
We recommend defining "Sanctions" broadly to encompass all four of the primary sanctions regimes relevant to this transaction: OFAC (United States), the U.S. Department of State, the United Nations Security Council, the European Union, and His Majesty's Treasury of the United Kingdom. This broad definition is consistent with current market practice and reflects the multi-jurisdictional exposure of the Dunmore group. The proposed definitional language is set forth in detail in Annex A.
B. Sanctions Compliance History Representation
In addition to the point-in-time sanctions status representation, the Indenture should include a backward-looking representation confirming that, for the five-year period preceding the date of the Indenture, the Issuers and Guarantors have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that, at the time of the dealing or transaction, was the subject of Sanctions, or with or in any Sanctioned Country.
This representation provides the Initial Purchasers and future holders of the Notes with assurance that the Dunmore group's compliance track record extends beyond the point-in-time snapshot provided by the sanctions status representation. The five-year lookback period is consistent with market practice and with the general statute of limitations for OFAC enforcement actions.
The NNPC, as noted above, is not currently designated on any applicable sanctions list. Accordingly, the Issuers' ongoing business dealings with NNPC in connection with OML 47 and OML 63 do not impede the ability to make this representation as of the date of the Indenture. However, we recommend that the bring-down screening performed prior to closing confirm that NNPC's sanctions status has not changed in the intervening period.
A knowledge qualifier is recommended for this representation. Given the breadth of the Dunmore group's historical operations across multiple jurisdictions and the difficulty of confirming with absolute certainty that no transaction over a five-year period involved a person who was, unbeknownst to the Dunmore group, the subject of sanctions at the time, a knowledge-qualified representation appropriately addresses these practical realities. The "knowingly engaged" formulation is standard in this context.
C. Anti-Money Laundering Representation
The Indenture should include a representation that the operations of the Issuers and each Guarantor are, and have been conducted at all times, in compliance with applicable financial recordkeeping and reporting requirements, including the Bank Secrecy Act, as amended by the USA PATRIOT Act, and applicable anti-money laundering statutes of all jurisdictions in which the Issuers and Guarantors conduct business, and no action, suit, or proceeding by or before any court or governmental agency, authority, or body or any arbitrator involving the Issuers or any Guarantor with respect to anti-money laundering laws is pending or, to the knowledge of the Issuers, threatened.
We specifically recommend that the representation include reference to the anti-money laundering statutes of Nigeria and Senegal, given the significance of the Dunmore group's operations in those jurisdictions. In Nigeria, the principal anti-money laundering legislation is the Money Laundering (Prohibition) Act, 2011 (as amended by the Money Laundering (Prevention and Prohibition) Act, 2022). In Senegal, anti-money laundering requirements are governed by the uniform law on combating money laundering adopted under the institutional framework of the West African Economic and Monetary Union (UEMOA) and the Inter-Governmental Action Group against Money Laundering in West Africa (GIABA). Specific reference to these statutes demonstrates the thoroughness of the Issuers' compliance program and provides comfort to the Initial Purchasers regarding the jurisdictional scope of the representation.
D. Anti-Corruption Representation
The Indenture should contain a representation that neither the Issuers, any Guarantor, nor any of their respective directors, officers, employees, or — to the knowledge of the Issuers — agents, has taken any action, directly or indirectly, that would result in a violation of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce in furtherance of an offer, payment, promise to pay, or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value, to any "foreign official" (as such term is defined in the FCPA), or to any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA. The representation should also extend to the UK Bribery Act 2010 and confirm that no Issuer or Guarantor has engaged in any activity, practice, or conduct that would constitute an offense under the UK Bribery Act 2010.
The enhanced importance of this representation is directly linked to the Nigerian and Senegalese operational exposure. Nigeria and Senegal present elevated corruption risk based on multiple global indices, including Transparency International's Corruption Perceptions Index. The Issuers' ongoing interactions with governmental officials and state-owned enterprises in these jurisdictions — including NNPC, the Nigerian Department of Petroleum Resources (and its successor, the Nigerian upstream Petroleum Regulatory Commission), and the Senegalese Ministère de l'Énergie — create the conditions in which corrupt payments could potentially be solicited or offered. The anti-corruption representation, combined with the anti-corruption compliance covenant described in Section VII.D below, provides a contractual framework for addressing this risk.
VI. Recommended Representations and Warranties — Purchase Agreement
A. Mirror Representations in Purchase Agreement
The Purchase Agreement should contain sanctions representations that substantially mirror the representations included in the Indenture. Consistency between the Indenture and Purchase Agreement representations is important for several reasons: it avoids the risk that a representation breach under one document but not the other creates ambiguity regarding the parties' obligations and remedies; it simplifies compliance monitoring; and it reduces the potential for drafting errors that could be exploited in future disputes.
In addition to the mirror representations, the Purchase Agreement should include representations specific to the offering transaction itself. These offering-specific representations should confirm that:
(a) the offering and sale of the Notes will not violate any Sanctions applicable to the Issuers, any Guarantor, or any of their respective directors, officers, employees, or, to the knowledge of the Issuers, agents;
(b) the use of the proceeds from the sale of the Notes will not violate any Sanctions; and
(c) no part of the proceeds of the offering will be used, directly or indirectly, to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any person of Sanctions.
These offering-specific representations are distinct from the general sanctions status representations in the Indenture in that they focus specifically on the offering transaction and the deployment of proceeds, rather than on the general sanctions compliance posture of the Dunmore group.
It is important to note that the Side Letter — Sanctions Representations will supplement the Purchase Agreement with additional sanctions-related representations that go beyond those in the Indenture and the Purchase Agreement itself. These Side Letter representations are expected to include more granular confirmations regarding specific counterparty screening, the NNPC back-in rights in OML 47 and OML 63, and the sanctions compliance procedures of Dunmore Trading Ltd. Care must be taken in drafting to ensure that the Side Letter representations are additive to, and consistent with, the Indenture and Purchase Agreement representations. Any inconsistency among the three documents could create confusion regarding the scope of the Issuers' representations and the triggering conditions for indemnification and default.
B. Bring-Down Mechanism
The representations and warranties in the Purchase Agreement must be accurate as of two separate dates: the date of execution of the Purchase Agreement (expected to be May 12, 2025, the pricing date) and the Closing Date (expected to be May 15, 2025). This "bring-down" requirement ensures that the representations remain true through the closing of the offering and provides a condition to the Initial Purchasers' obligation to purchase the Notes.
We recommend requiring delivery of an Officers' Certificate at closing confirming the continued accuracy of all representations and warranties in the Purchase Agreement, including the sanctions representations. The Officers' Certificate should be executed by Marcus Ellingham, Chief Executive Officer of DEH, and Deepa Rajaram, Chief Financial Officer of DEH, in their capacities as officers of the Issuer. The Officers' Certificate should be coordinated with the Bring-Down Due Diligence Certificate that is a standard closing deliverable in Rule 144A offerings.
The bring-down mechanism has particular significance for the sanctions representations because of the dynamic nature of OFAC designations. The SDN List and other OFAC lists are updated on a rolling basis, and a person or entity that is not designated as of the date of the Purchase Agreement could be designated prior to closing. The bring-down screening to be performed by Sandoval within 48 hours prior to closing is designed to address this risk. If the bring-down screening reveals a positive hit, the Officers' Certificate could not be delivered, and the parties would need to assess whether the representation can be made as qualified or whether the closing must be delayed or terminated.
C. Indemnification Scope
The OFAC and sanctions representations should be specifically included within the scope of the indemnification provisions of the Purchase Agreement. The indemnification clause should provide that the Issuers and Guarantors will indemnify and hold harmless each Initial Purchaser and its respective affiliates, directors, officers, employees, and agents from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorneys' fees and expenses) arising out of or based upon any breach of the sanctions representations and warranties, any failure to comply with the sanctions covenants, or any actual or alleged violation of applicable sanctions laws by the Issuers or any Guarantor.
The Initial Purchasers (Ridgeline Capital Markets LLC, Clarion Securities Inc., and Pinnacle Partners LLC) and their counsel (Whitfield Baxter & Cohn LLP, with Harrison Cates and Priya Naveen as lead contacts) will likely insist on unlimited survival for the sanctions representations — that is, the sanctions representations should survive closing indefinitely and should not be subject to the general survival period applicable to other representations in the Purchase Agreement. This is a standard market position, reflecting the potential severity and long-tail nature of sanctions violations and the significant reputational and regulatory consequences that the Initial Purchasers could face if they are associated with a sanctions-tainted offering. We recommend accepting this market position, as it is consistent with current practice in 144A/Regulation S high-yield offerings and is unlikely to be successfully resisted in negotiations.
VII. Recommended Affirmative and Negative Covenants — Indenture
A. Use of Proceeds — Sanctions Negative Covenant
The most critical covenant provision in the Indenture from a sanctions compliance perspective is the negative covenant restricting the use of proceeds. We recommend the following formulation:
The Issuers shall not, and shall not permit any Guarantor or any subsidiary to, directly or indirectly, use the proceeds of the Notes, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other person or entity:
(i) to fund or facilitate any activities of or business with any person that, at the time of such funding, is the subject of Sanctions;
(ii) to fund or facilitate any activities of or business with or in any Sanctioned Country; or
(iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as Initial Purchaser, advisor, investor, or otherwise) of Sanctions.
This formulation is deliberately broad and is intended to capture both direct and indirect uses of proceeds that could result in a sanctions violation. The inclusion of sub-clause (iii) is particularly important, as it extends the covenant's protective scope to all transaction participants, including the Initial Purchasers, and prevents the Issuers from using proceeds in a manner that, while not directly involving a sanctioned person or country, would nonetheless cause another person to violate applicable sanctions.
The covenant runs for the life of the Notes, through maturity on May 1, 2032. This seven-year duration means that the covenant must be drafted to accommodate changes in the sanctions landscape over time, including the potential designation of new sanctioned persons and countries and the lifting of existing designations. The use of a dynamic reference to "Sanctions" as defined (which itself references sanctions "from time to time" in effect) achieves this objective.
Cayar Offshore Phase II and General Corporate Purposes Considerations. Of the approximately $837,250,000 in net proceeds, $250,000,000 is specifically allocated to Cayar Offshore Phase II development capital expenditures and $114,750,000 to general corporate purposes. We have considered whether these specific allocations require additional geographic or counterparty restrictions beyond the general prohibition set forth above. We recommend against such additional restrictions for two reasons. First, the general prohibition is sufficiently broad to capture any use of proceeds that would violate applicable sanctions, regardless of the geographic destination or counterparty identity. Second, the imposition of specific fund-tracing requirements for particular portions of the proceeds would create unnecessary operational complexity and potential compliance ambiguity, particularly given the fungibility of cash within the Dunmore group once proceeds are distributed among the subsidiaries. The general prohibition, combined with the ongoing compliance covenant described in Section VII.B below, provides adequate protection.
B. Ongoing Sanctions Compliance Covenant
In addition to the use-of-proceeds negative covenant, the Indenture should include an affirmative covenant requiring the Issuers and each Guarantor to maintain in effect and enforce policies and procedures reasonably designed to promote and achieve compliance with applicable Sanctions. This covenant goes beyond the point-in-time use-of-proceeds restriction and imposes a continuing obligation to maintain a compliance infrastructure throughout the life of the Notes.
The ongoing compliance covenant should be coordinated with the Post-Closing Sanctions Monitoring Protocol, which will require quarterly screening by Sandoval Compliance Solutions LLC (or a successor compliance advisor) of all Dunmore group entities, their officers, directors, and material counterparties against all applicable sanctions lists. We recommend making the quarterly screening obligation a component of the affirmative covenant in the Indenture, rather than merely an operational recommendation, to ensure that it has contractual force and that a failure to perform the required screening could give rise to a covenant breach (and, ultimately, an Event of Default, subject to the cure periods discussed in Section VIII below).
The ongoing compliance covenant should also include a reporting obligation: if any Issuer or Guarantor becomes aware of a potential sanctions violation, or if any Issuer or Guarantor becomes the subject of a sanctions investigation by OFAC or any other governmental authority, the Issuers shall provide prompt written notice to the Trustee (Northgate Trust Company, N.A.). The notice requirement is a standard feature of ongoing compliance covenants and provides the Trustee and the holders of the Notes with timely information regarding developments that could materially affect the value of the Notes or the collateral securing them.
C. OFAC Compliance Officer Covenant
We recommend considering a covenant requiring the Issuers to designate a compliance officer with responsibility for OFAC and sanctions compliance for the Dunmore group. The designated compliance officer would be responsible for overseeing the implementation of the sanctions compliance policies and procedures required by the ongoing compliance covenant, coordinating with Sandoval on quarterly screening, and serving as the primary point of contact for sanctions-related inquiries from the Trustee or holders of the Notes.
Currently, Alistair Forde, General Counsel of the Dunmore group, serves this function in an informal capacity. We recognize that market practice varies with respect to formal compliance officer designation covenants. Some recent high-yield offerings have included such covenants, while others have relied on the general ongoing compliance covenant to encompass the compliance officer function. We recommend that, if the general compliance covenant described in Section VII.B is sufficiently robust in its requirements for policies, procedures, and reporting, a separate compliance officer designation covenant may not be necessary. However, if Jennifer Kwon determines that a formal designation covenant would provide additional comfort to the Initial Purchasers or would strengthen the Issuers' compliance posture, we can prepare appropriate language. This is an item to be flagged for discussion.
D. Anti-Corruption Compliance Covenant
The Indenture should include a covenant requiring the Issuers and each Guarantor to comply at all times with the FCPA and the UK Bribery Act 2010, and to maintain adequate internal controls and books and records consistent with the requirements of such laws. This covenant is complementary to the anti-corruption representation described in Section V.D and provides an ongoing obligation that extends beyond the point-in-time confirmations in the representation.
The anti-corruption compliance covenant is particularly relevant for the Nigerian operations (OML 47 and OML 63) and the Senegalese operations (Cayar Offshore Block), where the risk of corrupt interactions with government officials, regulatory authorities, and state-owned entities is elevated. The covenant should be drafted broadly to encompass not only direct payments to foreign officials but also indirect payments through agents, intermediaries, and joint venture partners.
The covenant should also require the Issuers to maintain books and records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of the assets of the Issuers and Guarantors, and to devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are executed in accordance with management's general or specific authorization and that transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable accounting principles.
VIII. Event of Default Provisions
A. Cross-Reference to Sanctions Representations and Covenants
The Indenture should provide that a breach of the sanctions representations and covenants constitutes an Event of Default. The consequences and cure periods associated with such a breach should be tailored to the severity and nature of the breach, as follows:
(i) Breach of Sanctions Status Representation (Section V.A). A breach of the sanctions status representation — i.e., a determination that an Issuer, a Guarantor, or any of their directors, officers, or employees is, or is owned or controlled by, a person that is the subject of Sanctions or is located in a Sanctioned Country — should constitute an immediate Event of Default, without any notice or cure period. The severity of such a breach, and the legal implications of transacting with a sanctioned person, warrant immediate acceleration rights. There is no meaningful cure available for this type of breach short of divesting the sanctioned person's interest, which would require a fundamental restructuring of the Dunmore group.
(ii) Breach of Use-of-Proceeds Sanctions Covenant (Section VII.A). A breach of the negative covenant restricting the use of proceeds — i.e., a determination that proceeds of the Notes have been used, directly or indirectly, in violation of Sanctions — should likewise constitute an immediate Event of Default, without any notice or cure period. The use of offering proceeds in violation of Sanctions exposes the Initial Purchasers and holders of the Notes to direct regulatory risk and could result in the blocking of assets securing the Notes. The immediate default treatment reflects the seriousness of this breach.
(iii) Breach of Ongoing Compliance Covenant (Section VII.B). A breach of the ongoing compliance covenant — e.g., a failure to maintain adequate compliance policies and procedures, or a failure to perform required quarterly screening — should constitute an Event of Default, but subject to a 30-day notice and cure period. Unlike a breach of the sanctions status representation or the use-of-proceeds covenant, a breach of the ongoing compliance covenant may be administrative or procedural in nature and may be capable of cure without any underlying sanctions violation having occurred. The 30-day cure period provides the Issuers with a reasonable opportunity to remedy such a breach before acceleration rights arise.
We anticipate that Harrison Cates at Whitfield Baxter & Cohn LLP, acting on behalf of the Initial Purchasers, will insist on immediate default treatment for any breach of the use-of-proceeds sanctions covenant and may push for a shorter cure period (or no cure period) for the ongoing compliance covenant breach. We recommend holding firm on the 30-day cure period for the ongoing compliance covenant, as this position is supported by market practice and reflects a reasonable distinction between substantive sanctions violations and procedural compliance failures. However, this is a negotiation point that should be flagged for Jennifer Kwon's attention.
B. Consequences of Default
Upon the occurrence of an Event of Default arising from a breach of sanctions representations or covenants, the standard Indenture acceleration provisions would apply. These provisions generally permit the Trustee or holders of not less than 25% in aggregate principal amount of the outstanding Notes to declare all outstanding Notes to be immediately due and payable, together with accrued and unpaid interest thereon.
It is important to note that a sanctions-related Event of Default under the Indenture could also trigger a cross-default under the ABL revolving credit facility (the "ABL Facility") maintained by the Dunmore group with Velthorn National Bank, N.A. The ABL Facility has a total commitment of $750,000,000, of which approximately $470,000,000 is currently drawn, bearing interest at a rate of SOFR plus 275 basis points. The ABL Facility credit agreement is expected to contain a cross-default provision that would be triggered by the occurrence of an event of default under the Indenture (or any other material indebtedness of the Dunmore group) above a specified threshold.
The potential for a cascading default across the Dunmore group's capital structure underscores the importance of robust sanctions compliance and the significance of the representations and covenants discussed in this memorandum. Coordination with the Intercreditor Agreement among the Trustee (as representative of the holders of the Notes), the ABL Agent (Velthorn National Bank, N.A.), and the Issuers and Guarantors is necessary to ensure that the cross-default provisions are properly calibrated. Pruitt Halsey LLP, counsel to the ABL Agent, should be consulted regarding the interaction between the Indenture default provisions and the ABL Facility cross-default provisions. Robert Cavanaugh at Velthorn National Bank is the principal contact for this coordination.
IX. Specific Drafting Considerations
A. Definition of "Sanctions"
We propose the following definition of "Sanctions" for inclusion in the Indenture:
"Sanctions" means any economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by (i) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (ii) the United Nations Security Council, (iii) the European Union, or (iv) His Majesty's Treasury of the United Kingdom.
We have considered whether to include additional jurisdictions' sanctions regimes — for example, Canada (under the Special Economic Measures Act and the Justice for Victims of Corrupt Foreign Officials Act) or Australia (under the Autonomous Sanctions Act 2011) — within the definition. We recommend limiting the definition to the four primary regimes listed above, for the following reasons:
• The four listed regimes are the most broadly applied and most frequently referenced in high-yield indenture sanctions provisions.
• The Dunmore group's principal regulatory nexus points are the United States, the United Kingdom, and the European Union. There is no significant Canadian or Australian nexus that would warrant inclusion of those regimes.
• An overly expansive definition could create compliance burdens disproportionate to the actual sanctions exposure and could complicate the monitoring and reporting obligations under the ongoing compliance covenant.
• Market practice for Cayman-domiciled issuers with U.S., EU, and UK nexus is to reference these four regimes, and departing from market practice without a clear commercial or regulatory rationale could invite unnecessary scrutiny.
B. Definition of "Sanctioned Country"
We propose the following definition:
"Sanctioned Country" means, at any time, a country, region, or territory which is itself, or whose government is, the subject of any comprehensive territorial Sanctions (as of the date of this Indenture, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine).
We recommend using a dynamic definition that references the comprehensive sanctions programs maintained by OFAC at the relevant time of determination, rather than a static enumeration that lists specific countries without reference to future changes. The parenthetical listing of current Sanctioned Countries serves an informational and illustrative purpose but does not limit the definition to those countries. If OFAC were to impose a new comprehensive sanctions program targeting an additional country during the life of the Notes, the dynamic definition would automatically capture that country within the scope of the covenant, without the need for an amendment to the Indenture.
A static definition, by contrast, would require an amendment or supplement to the Indenture each time a new comprehensive sanctions program is imposed — a process that, for a publicly placed high-yield instrument with numerous holders, could be time-consuming and costly. The dynamic approach is increasingly standard in the market and provides superior protection for the holders of the Notes.
It is critically important to note — and to reflect in the Offering Memorandum risk-factor language — that Nigeria and Senegal are NOT Sanctioned Countries. Neither Nigeria nor Senegal is the subject of a comprehensive OFAC sanctions program, and their inclusion in the Dunmore group's operations does not, in itself, create a Sanctioned Country issue. However, the risk that individual persons in those jurisdictions may be SDN-listed — or may become SDN-listed during the life of the Notes — is real and is addressed by the sanctions status representation, the ongoing compliance covenant, and the quarterly screening obligation. Claire Dempsey should coordinate the risk-factor language in the Offering Memorandum Supplement to clearly articulate this distinction. Cross-reference to the OM Supplement — Risk Factors: Sanctions, OFAC, Anti-Corruption.
C. Knowledge Qualifiers
The appropriate scope of knowledge qualifiers in the sanctions representations is one of the most frequently negotiated issues in high-yield offerings with international operational exposure. Our recommendations are as follows:
"To the knowledge of" qualifier for agents and affiliates. Given the Dunmore group's approximately 3,400 worldwide employees across multiple jurisdictions, and the extensive network of agents, contractors, and other intermediaries engaged in connection with the Nigerian, Senegalese, and trading operations, a strict (unqualified) representation as to the sanctions status of every agent and affiliate acting on behalf of the Issuers and Guarantors would be unreasonable and, in practical terms, impossible to verify with certainty. The "to the knowledge of" qualifier is well-established in market practice for issuers with international operations and has been accepted by initial purchasers and their counsel in comparable transactions. The qualifier should be defined to mean the actual knowledge of the executive officers of the Issuers and Guarantors, after reasonable inquiry.
No knowledge qualifier for Issuers and Guarantors themselves. The sanctions status of the Issuers and Guarantors — i.e., whether they are designated on any sanctions list or located in a Sanctioned Country — is a matter within their direct knowledge and control. A strict representation is appropriate and expected by the market. Similarly, the sanctions status of the directors, officers, and employees of the Issuers and Guarantors should be the subject of a strict representation, as these persons are known to the Issuers and are subject to sanctions screening.
Anticipated Negotiation. We anticipate that Harrison Cates at Whitfield Baxter & Cohn LLP, acting on behalf of the Initial Purchasers, may push back on the use of knowledge qualifiers, particularly with respect to agent

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MATTER NO.: 1016-00003

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