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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

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

SANCTIONS SCREENING RESULTS SUMMARY

April 28, 2025

This memorandum is protected by the attorney-client privilege and the work-product doctrine. It is intended solely for the use of the Calderwood & Harkness LLP engagement team and authorized client personnel. Do not distribute without the express authorization of the Responsible Partner.

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I. EXECUTIVE SUMMARY

This memorandum summarizes and evaluates the sanctions screening report dated April 25, 2025 (the "Sandoval Report"), prepared by Sandoval Compliance Solutions LLC ("Sandoval"), an independent compliance advisory firm located at 1120 Connecticut Avenue NW, Suite 600, Washington, DC 20036. The Sandoval Report was prepared under the direction and supervision of Rosa Medina, Lead Consultant, in connection with the proposed offering (the "Offering") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") by Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted company, and Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation and wholly-owned subsidiary of DEH (together with DEH, the "Issuers" and, together with the Issuers and the guarantor subsidiaries, the "Dunmore Group" or the "Company"). Sandoval was engaged at the direction of Calderwood & Harkness LLP ("C&H" or the "Firm") and Dunmore's General Counsel, Alistair Forde, to conduct a comprehensive multi-jurisdictional sanctions screening in support of the transaction.

Sandoval screened all Dunmore Group entities, their respective officers and directors, material counterparties (including, notably, the Nigerian National Petroleum Company ("NNPC"), which holds back-in rights in Oil Mining Leases 47 and 63 ("OML 47" and "OML 63")), joint-venture partners across all operating jurisdictions, equity holders and their principals, and all transaction participants—including the Initial Purchasers, their counsel, the Indenture Trustee, and various agents, auditors, consultants, and rating agencies—against the following four sanctions lists (collectively, the "Sanctions Lists"):

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

(ii) the OFAC Sectoral Sanctions Identifications List (the "SSI List");

(iii) the European Union Consolidated Sanctions List maintained by the European Commission and the Council of the European Union (the "EU Consolidated List"); and

(iv) the United Kingdom HM Treasury, Office of Financial Sanctions Implementation Consolidated List (the "UK OFSI List").

The screening was completed on April 25, 2025. Sandoval reported zero hits on any of the four Sanctions Lists for any screened party. A small number of potential or partial name matches were flagged by Sandoval's automated screening platform and were subsequently investigated through manual review. All such potential matches were determined to be false positives based on differences in dates of birth, nationality, geographic location, and other identifying information. No flagged potential match was determined to constitute an actual match to any designated person or entity on any of the four Sanctions Lists.

Based on our review and evaluation of the Sandoval Report, its methodology, and its results, C&H has identified no impediment to proceeding with the Offering from a sanctions compliance perspective. The screening results support the execution by the Issuers and the Guarantors of the sanctions representations and covenants contained in the Indenture and the Purchase Agreement, and the execution of the Side Letter — Sanctions Representations among the Issuers, Guarantors, and Initial Purchasers. Additionally, C&H has concluded that the sanctions risk-factor disclosure currently included in the preliminary Offering Memorandum is appropriate in scope and substance and does not require revision in light of these screening results.

C&H recommends that Sandoval conduct a bring-down sanctions screening no earlier than May 13, 2025 (two business days prior to the anticipated closing date of May 15, 2025), that the Sandoval Report and this summary be retained in the closing binder and the Firm's matter files as part of the due diligence record, and that a quarterly post-closing sanctions monitoring protocol be implemented as described more fully in Section VII below.

II. BACKGROUND AND CONTEXT

A. The Transaction

DEH, a Cayman Islands exempted company, and DUFC, a Delaware corporation and wholly-owned subsidiary of DEH, are offering $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032. The Notes will be senior secured obligations of the Issuers, guaranteed on a senior secured basis by each of DEH's existing and future material restricted subsidiaries. The Notes will be secured on a first-priority basis by substantially all of the assets of the Issuers and the Guarantors, subject to certain exceptions and permitted liens.

The Offering is being conducted as a private placement under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs") within the United States, and under Regulation S of the Securities Act to persons outside the United States who are not U.S. persons. The Notes have not been and will not be registered under the Securities Act.

The Initial Purchasers for the Offering are as follows:

The Initial Purchasers are represented by Whitfield Baxter & Cohn LLP (Harrison Cates, lead partner). The Indenture Trustee and Collateral Agent for the Notes is Northgate Trust Company, N.A.

Proceeds from the Offering are expected to be used, among other things, to fund the Phase II development capital expenditure program for the Cayar Offshore Block in Senegal (approximately $250,000,000), to refinance certain existing indebtedness of the Dunmore Group, and for general corporate purposes. The expected closing date for the Offering is May 15, 2025.

B. Sanctions Risk Profile

DEH operates upstream and midstream oil and gas assets in several jurisdictions, certain of which require heightened sanctions scrutiny. The Dunmore Group's principal operating jurisdictions and the associated sanctions risk profile are described below.

Nigeria. Dunmore Nigeria E&P Ltd. ("Dunmore Nigeria"), a Nigerian-incorporated subsidiary of DEH, is the operator of OML 47 and OML 63, both located in the Niger Delta region of Nigeria. The NNPC, Nigeria's national oil company and a governmental entity, holds back-in rights in both OMLs. Nigeria is not subject to a comprehensive OFAC embargo program; however, a number of Nigerian individuals and entities have been previously designated on the SDN List in connection with narcotics trafficking, terrorism financing, and other sanctioned activities. The involvement of NNPC as a governmental counterparty with back-in rights, and the presence of multiple Nigerian joint-venture partners and service contractors, necessitate thorough entity-level and individual-level screening. Nigeria therefore presents a heightened, though manageable, sanctions risk profile for this transaction.

Senegal. Dunmore Senegal S.A. ("Dunmore Senegal"), a Senegalese société anonyme and subsidiary of DEH, is the operator of the Cayar Offshore Block, an offshore oil and gas exploration and development concession located off the coast of Senegal. Phase II development capital expenditures of approximately $250,000,000 are expected to be funded from the proceeds of the Offering. Senegal is not subject to a comprehensive OFAC embargo program, and sanctions designations involving Senegalese persons or entities have been rare. Nonetheless, given that a material portion of the Offering proceeds will be deployed in Senegal, and that the Cayar Offshore Block involves joint-venture partners and local service providers, screening of Senegalese counterparties is warranted and was performed by Sandoval.

Gulf of Mexico. Dunmore Gulf Operations LLC ("Dunmore Gulf"), a Delaware limited liability company, operates deepwater oil and gas leases in the Green Canyon and Garden Banks areas of the U.S. Gulf of Mexico. These operations present a lower sanctions risk profile, as the co-working interest holders and service contractors are predominantly U.S.-based entities. Nonetheless, all co-working interest holders and material service contractors were included in Sandoval's screening scope.

West Texas. Dunmore Renewables LLC ("Dunmore Renewables"), a Delaware limited liability company, holds a 220 MW solar portfolio in West Texas. This asset presents a minimal sanctions risk, as operations are entirely domestic and counterparties are U.S.-based utilities and off-takers. Dunmore Renewables was screened as a Dunmore Group entity for completeness.

Midstream and Trading Operations. Dunmore Midstream Holdings Inc. ("Dunmore Midstream"), a Delaware corporation, owns and operates pipeline and processing infrastructure supporting the Dunmore Group's upstream assets. Dunmore Trading Ltd. ("Dunmore Trading"), a company incorporated in England and Wales, serves as the offtake and trading arm of the Dunmore Group, entering into international hydrocarbon offtake agreements with a range of counterparties. Dunmore Trading's activities involve international commodity flows and counterparties across multiple jurisdictions, requiring screening of its material offtake counterparties.

Ownership Structure. The equity of DEH is held as follows:

Harborview Capital Partners Fund VI, L.P. ("Harborview Fund VI") is the majority equity holder and has designated two individuals—Elaine Prescott (Managing Director) and David Stein (Partner)—to the DEH board of directors. The principals and control persons of each equity holder were included in the screening scope.

C. Engagement of Sandoval Compliance Solutions LLC

Sandoval was engaged at the direction of C&H and Dunmore's General Counsel, Alistair Forde, to conduct a comprehensive multi-jurisdictional sanctions screening in connection with the Offering. The scope of the engagement was defined in an engagement letter dated April 15, 2025, executed by Rosa Medina on behalf of Sandoval and countersigned by Jennifer Kwon on behalf of C&H.

Under the terms of the engagement, Sandoval was retained to screen all Dunmore Group entities, their officers and directors, equity holders and affiliated funds (including their principals and control persons), material counterparties and joint-venture partners across all operating jurisdictions, and all transaction participants against the four Sanctions Lists identified above. Rosa Medina, Lead Consultant at Sandoval, personally oversaw the screening process and certified the results in the Sandoval Report.

Sandoval's engagement was structured to protect the attorney-client privilege and work-product protections applicable to C&H's representation of the Issuers in connection with the Offering. The Sandoval Report was delivered directly to C&H and is included as Attachment A to this memorandum.

III. SCOPE OF SCREENING

A. Dunmore Group Entities Screened

Sandoval screened the following eight Dunmore Group entities, encompassing both Issuers and all material operating and holding company subsidiaries:

Each entity was screened against all four Sanctions Lists using its full registered legal name, any known trading names or short-form names, former names (if applicable), and corporate registration numbers.

B. Officers and Directors Screened

Sandoval screened all officers and directors of DEH and its subsidiaries, as identified in the corporate organizational documents, officers' certificates, and due diligence questionnaires provided in connection with the Offering. The following key individuals were screened:

1. Marcus Ellingham — Chief Executive Officer, Dunmore Energy Holdings Ltd. (age 54; previously Chief Operating Officer of Praetorian Petroleum plc)

2. Deepa Rajaram — Chief Financial Officer, Dunmore Energy Holdings Ltd. (age 47; former Vice President of Finance at Kestrel Resources Corp.)

3. Alistair Forde — General Counsel, Dunmore Energy Holdings Ltd. (age 51)

4. Lady Constance Harrowby — Board Chair (Independent), Dunmore Energy Holdings Ltd. (former United Kingdom Secretary of State for Energy)

5. Elaine Prescott — Managing Director, Harborview Capital Partners; Board designee, Dunmore Energy Holdings Ltd.

6. David Stein — Partner, Harborview Capital Partners; Board designee, Dunmore Energy Holdings Ltd.

7. Additional directors and officers of subsidiary entities, including: the Managing Director and Finance Director of Dunmore Nigeria E&P Ltd.; the Directeur Général and Directeur Financier of Dunmore Senegal S.A.; the President and Vice President of Operations of Dunmore Gulf Operations LLC; the President of Dunmore Renewables LLC; and the directors and officers of Dunmore Midstream Holdings Inc. and Dunmore Trading Ltd., as identified in the due diligence corporate organizational documents delivered to C&H.

In total, sixteen (16) individual officers and directors were screened across all Dunmore Group entities. Each individual was screened using full legal name, all known aliases, date of birth, nationality, and passport or national identification numbers where available.

C. Equity Holders and Affiliated Funds Screened

Sandoval screened each of the Dunmore Group's equity holders and their respective principals and control persons:

1. Harborview Capital Partners Fund VI, L.P. — Delaware limited partnership; 62.4% equity holder. Screening covered the fund entity, its general partner (Harborview Capital Partners GP VI LLC), and the principals and control persons of the general partner, including Elaine Prescott and David Stein.

2. Solstice Infrastructure Fund LP — Delaware limited partnership; 11.1% co-investor. Screening covered the fund entity, its general partner, and the identified principals and control persons.

3. Alderman Family Office LLC — Texas limited liability company; 8.2% co-investor. Screening covered the entity, its managing members, and the identified principals of the Alderman family.

In total, eight (8) equity holder entities and individual principals were screened. Beneficial ownership analysis was traced through fund structures to identify any ultimate beneficial owners holding 50% or greater interests, consistent with OFAC's 50 Percent Rule (as discussed further in Section IV.A below).

D. Material Counterparties and JV Partners Screened

Sandoval screened all material counterparties and joint-venture partners with whom the Dunmore Group has contractual or operational relationships that are material to the Offering or to the ongoing operations of the Issuers and Guarantors. The following categories of counterparties and partners were screened:

• Nigerian National Petroleum Company (NNPC) — holds back-in rights in OML 47 and OML 63; a governmental entity of the Federal Republic of Nigeria. Individual NNPC officials who interact with Dunmore Nigeria were also screened.

• OML 47 and OML 63 Joint-Venture Partners — all joint-venture participants in the two Nigerian oil mining leases, including their respective beneficial owners and key personnel.

• Cayar Offshore Block Joint-Venture Partners — all partners in the Senegalese offshore exploration and development concession.

• Material Hydrocarbon Offtake Counterparties — counterparties under offtake agreements with Dunmore Trading Ltd., including international commodity trading firms and national oil companies.

• Gulf of Mexico Co-Working Interest Holders — co-working interest holders in the Green Canyon and Garden Banks deepwater leases.

• Pipeline and Processing Counterparties — counterparties of Dunmore Midstream Holdings Inc. in connection with its pipeline and processing infrastructure.

• Insurance Providers — material insurance carriers and brokers providing coverage for operations in Nigeria and Senegal.

• Material Service Contractors — drilling contractors, oilfield service providers, logistics companies, and other material service contractors operating in Nigeria and Senegal.

In total, thirty-one (31) counterparty and joint-venture partner entities and individuals were screened across all categories.

E. Transaction Participants Screened

Sandoval screened all participants in the Offering, including the Initial Purchasers, their counsel, the Indenture Trustee, agents, auditors, consultants, rating agencies, and other advisors:

• Ridgeline Capital Markets LLC (Lead Left Bookrunner) and key personnel: Thomas Whitford, Simone Achterberg

• Clarion Securities Inc. (Joint Bookrunner) and key personnel: Derek Holmgren

• Pinnacle Partners LLC (Co-Manager) and key personnel: Julia Song

• Northgate Trust Company, N.A. (Indenture Trustee and Collateral Agent; EIN 13-6520098) and key personnel: William Kerrigan

• Beacon Fiduciary Services LLC (Paying Agent) and key personnel: Sandra Mitchum

• Velthorn National Bank, N.A. (Depositary Bank) and key personnel: Robert Cavanaugh

• Whitfield Baxter & Cohn LLP (Initial Purchasers' Counsel) and key personnel: Harrison Cates, Priya Naveen

• Kincaid & Moreau LLP (Issuers' U.K. Counsel) and key personnel: Nigel Ashworth

• Abayomi Chambers (Issuers' Nigerian Counsel) and key personnel: Chidinma Okafor

• Cresswell & Greaves LLP (Issuers' Cayman Islands Counsel) and key personnel: Fiona Halsted

• Theron Moss & Associates SARL (Issuers' Senegalese Counsel) and key personnel: Moustapha Sy

• Pruitt Halsey LLP (ABL Agent's Counsel)

• Alverton & Co. LLP (Independent Auditors) and key personnel: Graham Stillwell

• Duval Howard & Partners (Independent Petroleum Engineers) and key personnel: Dr. Evelyn Marchetti

• Barrisford Advisory Group LLC (Financial Advisor) and key personnel: Nathan Reyes Linley CPAs LLP

• Lodestar Ratings International (Rating Agency) and key personnel: Catherine Irvine

• Veridian Credit Assessments Inc. (Rating Agency) and key personnel: James Fenwick

In total, twenty-three (23) transaction participant entities and individuals were screened.

F. Sanctions Lists Screened

Sandoval screened all parties against the following four Sanctions Lists, using the list versions indicated below:

The specific list version identifiers and date stamps for each Sanctions List are included as Attachments D through G to this memorandum.

IV. METHODOLOGY

A. Sandoval's Screening Process

Sandoval conducted its sanctions screening using its proprietary compliance screening platform (the "Sandoval Platform"), which employs automated name-matching algorithms supplemented by manual review of all potential matches. The Sandoval Platform is designed to identify exact and near-exact matches between screened names and entries on the applicable Sanctions Lists, and incorporates the following key features:

Automated Name-Matching. The Sandoval Platform applies a multi-layered name-matching algorithm that compares screened names against all entries on the four Sanctions Lists. The algorithm is calibrated to identify exact matches, phonetic matches, and close spelling variants, and assigns a confidence score to each potential match based on the degree of similarity between the screened name and the Sanctions List entry.

Fuzzy-Matching and Transliteration Logic. Given the multilingual nature of the counterparties in this transaction—particularly in Nigeria and Senegal, where names may have Arabic, Yoruba, Wolof, Igbo, Hausa, and French-language variants—the Sandoval Platform applies fuzzy-matching logic specifically designed to address common transliteration variations. This includes accommodations for Arabic-to-Latin script transliterations (which may produce multiple valid romanizations of a single name), Yoruba tonal diacritical variations, and Wolof naming conventions. The fuzzy-matching threshold is set at a sensitivity level calibrated to minimize the risk of false negatives while generating a manageable volume of potential matches for manual review.

Full Name and Alias Screening. For each entity, the screening was performed against the full registered legal name, all known short names or trade names, aliases, former names, and known alternate designations. For individuals, the screening was performed against full legal names, all known aliases and nicknames, dates of birth, nationalities, and passport or national identification numbers where such information was available from due diligence questionnaires or publicly available sources.

Beneficial Ownership Screening. Consistent with OFAC's "50 Percent Rule" guidance, the screening extended beyond the named entities to encompass beneficial ownership chains. Under the 50 Percent Rule, an entity is considered "Blocked" or "designated" if one or more persons on the SDN List own, directly or indirectly, a 50 percent or greater interest in that entity, even if the entity itself does not appear on the SDN List. Sandoval traced ownership chains through the Dunmore Group's corporate structure and through the fund structures of Harborview Capital Partners Fund VI, L.P., Solstice Infrastructure Fund LP, and Alderman Family Office LLC to identify any ultimate beneficial owners holding 50 percent or greater interests and screened those individuals and entities accordingly.

Manual Review of Potential Matches. All potential matches flagged by the automated screening algorithm were subjected to manual review by Sandoval's compliance analysts under the supervision of Rosa Medina. Manual review involved comparison of the screened party's identifying information—including full legal name, date of birth, nationality, country of residence, corporate registration details, and other available identifying data—against the corresponding details of the Sanctions List entry. Only potential matches that could not be resolved through automated comparison were escalated to manual review, and all such potential matches were resolved and documented in the Sandoval Report.

B. Supplemental Due Diligence

In addition to the core sanctions list screening described above, Sandoval performed the following supplemental due diligence measures:

Adverse-Media Screening. Sandoval conducted adverse-media screening for all counterparties and personnel associated with the Nigerian and Senegalese operations, utilizing commercial databases including Glenrock Solutions, Kestrel Software (Refinitiv), and Sundial Solutions Diligence. The adverse-media screening was designed to identify any publicly reported connections between screened parties and sanctioned persons, sanctioned jurisdictions, terrorism financing, money laundering, corruption, or other financial crimes. No material adverse media findings were identified in connection with any screened party.

Politically Exposed Persons (PEP) Screening. Nigerian counterparties, including NNPC officials and JV partner personnel, were cross-referenced against publicly available PEP lists to identify any individuals who hold or have recently held prominent public positions. While PEP status does not in itself constitute a sanctions designation, the identification of PEPs is relevant to the broader anti-corruption and compliance risk assessment for the transaction. Any PEPs identified were subject to enhanced due diligence review. Sandoval's PEP screening is documented in the Sandoval Report.

Jurisdictional Sanctions Assessment. Sandoval confirmed that none of the Dunmore Group's operating jurisdictions—Nigeria, Senegal, the United States, the United Kingdom, and the Cayman Islands—is subject to a comprehensive OFAC embargo program. OFAC currently maintains comprehensive sanctions programs covering Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, among others. Neither Nigeria nor Senegal is subject to such comprehensive sanctions. However, Sandoval noted that certain Nigerian individuals and entities have been previously designated on the SDN List in connection with narcotics trafficking, terrorism financing, and corruption, and that this history necessitates thorough entity-level screening of Nigerian counterparties—which was performed and is reflected in the results summarized herein.

V. RESULTS

A. Summary Results Table

The table below summarizes the results of Sandoval's sanctions screening across all categories of screened parties and all four Sanctions Lists:

B. Potential Matches Reviewed and Cleared

Sandoval's automated screening platform flagged a total of seven (7) potential or partial name matches across the four Sanctions Lists during the initial automated screening pass. Each flagged potential match was subjected to manual review by Sandoval's compliance analysts under the supervision of Rosa Medina. In each case, the potential match was determined to be a false positive based on clear and unambiguous differences in one or more of the following identifying criteria: date of birth, nationality, country of residence, country of incorporation, corporate registration number, and other biographical or organizational information.

No flagged potential match was determined to constitute an actual match to any designated person or entity on any of the four Sanctions Lists. The specific bases for clearing each false positive are documented in the Sandoval Report (Attachment A).

Specific attention was given to the screening of the Nigerian National Petroleum Company due to its status as a governmental entity of the Federal Republic of Nigeria. While NNPC itself has not been designated on any of the four Sanctions Lists, Sandoval's screening extended to individual NNPC officials who interact with Dunmore Nigeria in connection with OML 47 and OML 63. No current designations were identified for any such individual. Sandoval noted that the governmental status of NNPC warrants ongoing monitoring, and this recommendation is reflected in Section VII below.

C. Detailed Findings by Category

1. Dunmore Group Entities. All eight Dunmore Group entities screened by Sandoval were cleared with no hits on any of the four Sanctions Lists. The following entity-specific observations are noted:

Dunmore Energy Holdings Ltd. (Cayman Islands). No designation on any Sanctions List. No affiliation with any designated person or entity was identified through beneficial ownership analysis.

Dunmore upstream Finance Corp. (Delaware). No designation on any Sanctions List. As a wholly-owned subsidiary of DEH and the co-issuer of the Notes, DUFC's screening was performed in conjunction with that of DEH.

Dunmore Nigeria E&P Ltd. (Nigeria). No designation on any Sanctions List. No affiliation with any sanctioned Nigerian entity was identified. The entity's Nigerian business registration and corporate details were verified against the Corporate Affairs Commission (CAC) records. Sandoval confirmed that Dunmore Nigeria is not owned, controlled, or influenced by any person or entity appearing on any of the four Sanctions Lists.

Dunmore Senegal S.A. (Senegal). No designation on any Sanctions List. No affiliation with any sanctioned Senegalese entity or individual was identified. The entity's RCCM registration was verified against Senegalese commercial registry records.

Dunmore Trading Ltd. (England & Wales). No designation on any Sanctions List. As the offtake and trading arm of the Dunmore Group, Dunmore Trading's counterparties were separately screened (see Section V.C.4 below) to address the sanctions risks inherent in international commodity trading activities.

Dunmore Gulf Operations LLC (Delaware), Dunmore Renewables LLC (Delaware), and Dunmore Midstream Holdings Inc. (Delaware). All three domestic entities were cleared with no hits on any Sanctions List, consistent with their lower sanctions risk profiles as U.S.-domiciled entities operating primarily in domestic markets.

2. Officers, Directors, and Key Personnel. All sixteen (16) screened officers and directors were cleared with no hits on any of the four Sanctions Lists. Specific findings include:

• Marcus Ellingham (CEO, DEH) — No matches on any Sanctions List. Sandoval verified Mr. Ellingham's biographical information, including his prior tenure as Chief Operating Officer of Praetorian Petroleum plc, and confirmed no adverse sanctions history.

• Deepa Rajaram (CFO, DEH) — No matches on any Sanctions List. Ms. Rajaram's biographical information, including her prior position as Vice President of Finance at Kestrel Resources Corp., was verified with no adverse findings.

• Alistair Forde (General Counsel, DEH) — No matches on any Sanctions List.

• Lady Constance Harrowby (Board Chair, Independent, DEH) — No matches on any Sanctions List. Lady Harrowby's status as a former United Kingdom Secretary of State for Energy was noted in the PEP screening; no adverse sanctions or compliance findings were identified.

• Elaine Prescott (Managing Director, Harborview Capital Partners; Board designee, DEH) — No matches on any Sanctions List.

• David Stein (Partner, Harborview Capital Partners; Board designee, DEH) — No matches on any Sanctions List.

• All additional officers and directors of Dunmore Group subsidiary entities — No matches on any Sanctions List.

3. Equity Holders. All equity holders and their affiliated funds, general partners, and identified principals were cleared with no hits on any of the four Sanctions Lists:

• Harborview Capital Partners Fund VI, L.P. — Not designated on any Sanctions List. Beneficial ownership analysis traced through the fund's general partner (Harborview Capital Partners GP VI LLC) and its principals confirmed no sanctioned persons as ultimate beneficial owners.

• Solstice Infrastructure Fund LP — Not designated on any Sanctions List. Beneficial ownership analysis traced through the fund's general partner confirmed no sanctioned persons as ultimate beneficial owners.

• Alderman Family Office LLC — Not designated on any Sanctions List. The managing members and identified principals of the Alderman family were screened with no matches.

In each case, beneficial ownership analysis was conducted consistent with OFAC's 50 Percent Rule to confirm that no person or entity appearing on the SDN List holds, directly or indirectly, a 50 percent or greater interest in any of the equity holders or their affiliated fund structures.

4. Material Counterparties and JV Partners. All thirty-one (31) screened counterparty and joint-venture partner entities and individuals were cleared with no hits on any of the four Sanctions Lists. Specific findings by sub-category include:

Nigerian National Petroleum Company. NNPC is not designated on any of the four Sanctions Lists. Individual NNPC officials who interact with Dunmore Nigeria in connection with OML 47 and OML 63 were identified through due diligence inquiries and independently screened. No current designations were identified for any such individual. Sandoval noted that, as a governmental entity, NNPC's personnel may change over time, and ongoing monitoring is recommended to ensure that future NNPC officials interacting with Dunmore Nigeria are screened as part of the post-closing sanctions monitoring protocol.

OML 47 and OML 63 Joint-Venture Partners. All joint-venture partners holding participating interests in OML 47 and OML 63 were screened with no matches on any Sanctions List. This screening covered the corporate entities, their beneficial owners, and key personnel as identified in due diligence.

Cayar Offshore Block Joint-Venture Partners. All partners in the Cayar Offshore Block were screened with no matches on any Sanctions List.

Hydrocarbon Offtake Counterparties of Dunmore Trading Ltd. All material offtake counterparties under contracts with Dunmore Trading were screened with no matches on any Sanctions List. This category included international commodity trading firms, national oil companies, and downstream purchasers.

Gulf of Mexico Co-Working Interest Holders. All co-working interest holders in the Green Canyon and Garden Banks deepwater leases were screened with no matches on any Sanctions List.

Pipeline and Processing Counterparties. All material counterparties of Dunmore Midstream Holdings Inc. were screened with no matches on any Sanctions List.

Insurance Providers and Material Service Contractors. Insurance carriers, brokers, drilling contractors, oilfield service providers, logistics companies, and other material service contractors operating in Nigeria and Senegal were screened with no matches on any Sanctions List.

5. Transaction Participants. All twenty-three (23) screened transaction participant entities and individuals were cleared with no hits on any of the four Sanctions Lists. This result is consistent with expectations, given that the transaction participants are established U.S. and international financial institutions, law firms, audit firms, engineering consultancies, advisory firms, and rating agencies, each of which maintains its own robust compliance programs. Screening of transaction participants was performed as a matter of best practice and in accordance with C&H's standard due diligence protocols for high-yield debt offerings.

VI. CALDERWOOD & HARKNESS ANALYSIS AND EVALUATION

A. Adequacy of Screening Scope

C&H has reviewed the scope of Sandoval's sanctions screening and has determined that it is comprehensive and appropriate for a transaction of this nature, involving operations in Nigeria and Senegal, international hydrocarbon trading activities, and a multi-jurisdictional corporate structure.

The screening covered all categories of persons and entities identified in C&H's internal OFAC and Sanctions Compliance Memorandum (revised January 2025) as requiring screening in connection with a Rule 144A / Regulation S high-yield debt offering by an issuer with operations in jurisdictions presenting heightened sanctions risk. Specifically, the screening encompassed: (i) all issuer and guarantor entities; (ii) all officers and directors; (iii) all material equity holders and their principals and control persons; (iv) all material counterparties, joint-venture partners, and service providers in jurisdictions of heightened sanctions concern; and (v) all transaction participants, including underwriters, counsel, trustees, agents, auditors, and rating agencies.

C&H is satisfied that the screening appropriately included beneficial ownership analysis consistent with OFAC's 50 Percent Rule, tracing ownership through fund structures and corporate hierarchies to identify ultimate beneficial owners and subjecting those individuals and entities to screening against all four Sanctions Lists. This is particularly important given the private equity fund ownership structure of the Dunmore Group, where Harborview Capital Partners Fund VI, L.P. holds a 62.4% majority interest.

B. Reliability of Screening Methodology

C&H has evaluated Sandoval's screening methodology as described in the Sandoval Report and the Methodology Statement (Attachment C), and has concluded that the methodology meets industry standards for sanctions compliance screening in connection with capital markets transactions.

The combination of automated screening using the Sandoval Platform's name-matching algorithms with manual review of all potential matches provides a robust and defensible screening process. The automated screening component ensures comprehensive coverage across the four Sanctions Lists, while the manual review component addresses the inherent limitations of automated name-matching—particularly the risk of false positives arising from common names, transliteration variants, and incomplete identifying information.

The Sandoval Platform's fuzzy-matching and transliteration capabilities are particularly appropriate for this transaction, given the multilingual nature of the counterparty names in Nigeria (Yoruba, Igbo, Hausa, and English-language names) and Senegal (Wolof, French, Arabic, and Pulaar-language names). The platform's ability to accommodate Arabic-to-Latin script transliteration variants is important for screening in regions where Arabic naming conventions are prevalent.

Sandoval's supplemental adverse-media screening and PEP screening provide additional comfort beyond the core sanctions list screening. While adverse-media and PEP screening are not strictly required for sanctions compliance purposes, they serve as useful supplemental indicators of potential compliance risks and are consistent with best practices for transactions involving operations in West Africa.

C. Implications for Transaction Documents

The zero-hit screening results across all four Sanctions Lists support the following conclusions with respect to the transaction documents:

Indenture — Sanctions Representations and Covenants. The screening results support the making by the Issuers and the Guarantors of the sanctions representations and warranties set forth in Section 4.25 of the Indenture, including the representation that neither the Issuers, nor any of their subsidiaries, nor any of their respective directors, officers, or employees, nor any agents acting on their behalf, is a person currently 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 Her Majesty's Treasury. The results also support compliance with the covenant in Section 4.26 of the Indenture prohibiting the use of the proceeds of the Notes in any manner that would result in a violation of any sanctions.

Purchase Agreement — Sanctions Representations. The screening results support the making by the Issuers and the Guarantors of the sanctions representations and warranties set forth in Section 3(nn) of the Purchase Agreement, which mirror the Indenture representations and provide additional specificity regarding the Issuers' and Guarantors' compliance programs and the jurisdictions in which the Dunmore Group operates.

Side Letter — Sanctions Representations. The screening results support execution of the Side Letter — Sanctions Representations among the Issuers, Guarantors, and Initial Purchasers, which contains enhanced sanctions representations tailored to the specific sanctions risk profile of the Dunmore Group's operations in Nigeria and Senegal.

OFAC Covenant Language. No adjustments are needed to the OFAC covenant language in the Indenture prohibiting the use of proceeds in violation of OFAC sanctions. The existing covenant language is consistent with market standards for high-yield offerings by issuers with international operations and is appropriately tailored to the Dunmore Group's specific risk profile.

Offering Memorandum — Sanctions Risk-Factor Disclosure. The sanctions risk-factor disclosure currently included in the preliminary Offering Memorandum—including the risk factors addressing OFAC, EU, and UK sanctions risks and the related FCPA and UK Bribery Act anti-corruption risk factors—is appropriate in scope and substance and does not require revision based on the screening results. The risk factors appropriately disclose the heightened sanctions environment in Nigeria and Senegal, including the potential for future designations of persons or entities in those jurisdictions, the Dunmore Group's reliance on governmental counterparties such as NNPC, and the general risk that changes in sanctions laws or designations could adversely affect the Dunmore Group's operations or business relationships. The disclosure neither overstates nor understates the sanctions risk profile, and is consistent with market practice for similar offerings.

D. Limitations and Caveats

The following limitations and caveats apply to the Sandoval screening and to this memorandum:

Dynamic Nature of Sanctions Lists. Sanctions lists are dynamic and are updated regularly by the administering governmental authorities. The OFAC SDN List and SSI List may be updated at any time without prior notice. The Sandoval screening reflects the list versions as of April 24, 2025 (OFAC SDN List, OFAC SSI List, and UK OFSI List) and April 23, 2025 (EU Consolidated List). Any designations made after these dates would not be reflected in the screening results. Accordingly, C&H recommends that Sandoval conduct a bring-down screening immediately prior to closing, as described in Section VII below.

No Guarantee Against Future Designations. The screening does not constitute a guarantee that no screened party will be designated on any Sanctions List in the future. Sanctions designations may be imposed at any time by the relevant governmental authorities based on information not available to Sandoval or C&H at the time of screening. The Issuers' and Guarantors' representations regarding sanctions compliance are made as of the date of the Purchase Agreement and the Indenture, and the bring-down screening recommended below will provide additional comfort as of a date proximate to closing.

Scope Limited to Sanctions Compliance. The Sandoval screening does not cover all possible regulatory risks associated with the Offering or the Dunmore Group's operations. In particular, the screening does not address anti-money laundering ("AML") compliance, anti-bribery and anti-corruption compliance (including compliance with the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010), tax compliance, or other regulatory matters. These topics are addressed in separate workstreams within C&H's due diligence program for the Offering and are the subject of separate memoranda.

Pre-Closing Refresh Required. C&H notes that the Sandoval Report should be refreshed immediately prior to closing (currently expected on May 15, 2025) as part of the bring-down due diligence procedures for the Offering. The bring-down screening should cover all previously screened parties against the then-current versions of all four Sanctions Lists.

Post-Closing Monitoring. Post-closing, quarterly sanctions monitoring is recommended consistent with the Post-Closing Sanctions Monitoring Protocol memorandum to be prepared by C&H and delivered to Alistair Forde (Dunmore General Counsel) for implementation by the Dunmore Group's in-house compliance function. The quarterly monitoring protocol will include re-screening of all Dunmore Group entities, officers and directors, material counterparties, and JV partners against the four Sanctions Lists on a quarterly basis, with immediate ad hoc screening triggered by any material change in personnel, counterparties, or operating jurisdictions.

VII. RECOMMENDATIONS

Based on the foregoing analysis, C&H makes the following recommendations:

1. Pre-Closing Refresh. Sandoval should conduct a bring-down sanctions screening no earlier than May 13, 2025 (two business days before the expected closing date of May 15, 2025) to confirm that no new designations have been made on any of the four Sanctions Lists with respect to any previously screened party. The bring-down screening should cover all categories of screened parties identified in Section III above and should utilize the then-current versions of all four Sanctions Lists. The results of the bring-down screening should be delivered to C&H in sufficient time to permit review and evaluation prior to closing. If the bring-down screening identifies any new designations or potential matches requiring investigation, C&H should be notified immediately so that the implications for the transaction can be assessed.

2. Representation Sign-Off. The screening results support the Dunmore Group's ability to make the sanctions representations and warranties contained in the Purchase Agreement (Section 3(nn)) and the Indenture (Section 4.25), and to execute the Side Letter — Sanctions Representations among the Issuers, Guarantors, and Initial Purchasers. C&H recommends that this memorandum and the underlying Sandoval Report be transmitted to Alistair Forde, General Counsel of DEH, for review and sign-off. Reference is made to the email from Jennifer Kwon to Alistair Forde dated April 26, 2025, in which Jennifer transmitted the preliminary screening results and requested Mr. Forde's review and confirmation. This memorandum, together with the Sandoval Report, should serve as the basis for Mr. Forde's sign-off on behalf of the Issuers and Guarantors.

3. OM Risk Factors. No revisions to the sanctions and OFAC risk-factor disclosure in the Offering Memorandum are required based on the screening results. The existing risk factors appropriately address the heightened sanctions environment in Nigeria and Senegal, including the involvement of NNPC as a governmental counterparty, without over-stating or under-stating the level of risk. C&H recommends that the risk-factor language be confirmed in the final Offering Memorandum without modification.

4. Ongoing Monitoring. C&H recommends the implementation of a quarterly sanctions monitoring protocol following the closing of the Offering. The protocol should be administered by the Dunmore Group's in-house compliance function under the supervision of Alistair Forde, with periodic review by outside counsel. The quarterly monitoring should include re-screening of all Dunmore Group entities, officers and directors, material counterparties, and JV partners against the four Sanctions Lists. In addition, ad hoc screening should be triggered by any material change in Dunmore Group personnel, any new material counterparty or JV partner relationship, or any expansion of operations into new jurisdictions. C&H will prepare a separate Post-Closing Sanctions Monitoring Protocol memorandum for delivery to Alistair Forde.

5. Document Retention. The Sandoval screening report (Attachment A) and this memorandum should be retained in the closing binder for the Offering and in C&H's matter files (Matter No. 1016-00003) as part of the due diligence record supporting the 10b-5 negative assurance letter to be delivered by C&H to the Initial Purchasers at closing. Retention of these documents provides a contemporaneous record of the sanctions due diligence performed in connection with the Offering and demonstrates the reasonable basis for the sanctions representations and covenants contained in the transaction documents.

VIII. ATTACHMENTS

The following documents are attached hereto and incorporated by reference into this memorandum:

Attachment A: Sandoval Compliance Solutions LLC — Sanctions Screening Report (dated April 25, 2025) (Rosa Medina, Lead Consultant)

Attachment B: Complete List of Screened Entities and Individuals (cross-reference to Counterparty and JV Partner Sanctions Checklist)

Attachment C: Sandoval Methodology Statement

Attachment D: OFAC SDN List version identifier and date stamp (April 24, 2025)

Attachment E: OFAC SSI List version identifier and date stamp (April 24, 2025)

Attachment F: EU Consolidated Sanctions List version identifier and date stamp (April 23, 2025)

Attachment G: UK OFSI Consolidated List version identifier and date stamp (April 24, 2025)

•

Prepared by:

________________________________________

Claire Dempsey Working Associate, Capital Markets Calderwood & Harkness LLP

________________________________________

Eric Johannsen Lead Associate, Capital Markets Calderwood & Harkness LLP

Reviewed and Approved by:

________________________________________

Jennifer Kwon Responsible Partner, Capital Markets Calderwood & Harkness LLP

Date: April 28, 2025

CALDERWOOD & HARKNESS LLP

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

Matter:	Dunmore Energy Holdings Ltd. — $850,000,000 9.375% Senior Secured Notes due 2032
Matter Number:	1016-00003
Prepared By:	Claire Dempsey, Working Associate, Capital Markets

Eric Johannsen, Lead Associate, Capital Markets

Reviewed By:	Jennifer Kwon, Responsible Partner, Capital Markets
Addressee:	Internal Calderwood & Harkness LLP Engagement Team: Jennifer Kwon, Theodore Langston, Eric Johannsen, Claire Dempsey, Leonard Cross
Classification:	PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Initial Purchaser	Role	Allocation	Principal Amount
Ridgeline Capital Markets LLC	Lead Left Bookrunner	55%	$467,500,000
Clarion Securities Inc.	Joint Bookrunner	30%	$255,000,000
Pinnacle Partners LLC	Co-Manager	15%	$127,500,000
Total	100%	$850,000,000
Equity Holder	Ownership Percentage
Harborview Capital Partners Fund VI, L.P. (Delaware limited partnership)	62.4%
Management and Directors	18.3%
Solstice Infrastructure Fund LP (Delaware limited partnership)	11.1%
Alderman Family Office LLC (Texas limited liability company)	8.2%
Total	100.0%
No.	Entity	Jurisdiction of Organization	Identification
1	Dunmore Energy Holdings Ltd.	Cayman Islands (exempted company)	Cayman Registry No. MC-384726
2	Dunmore upstream Finance Corp.	Delaware (corporation)	EIN 93-4728106
3	Dunmore Nigeria E&P Ltd.	Nigeria (limited liability company)	CAC Registration
4	Dunmore Gulf Operations LLC	Delaware (limited liability company)	Delaware File No.
5	Dunmore Renewables LLC	Delaware (limited liability company)	Delaware File No.
6	Dunmore Senegal S.A.	Senegal (société anonyme)	RCCM Registration
7	Dunmore Midstream Holdings Inc.	Delaware (corporation)	Delaware File No.
8	Dunmore Trading Ltd.	England & Wales (private limited company)	Companies House Registration
Sanctions List	Administering Body	List Version Date
OFAC Specially Designated Nationals and blocked Persons List (SDN List)	U.S. Department of the Treasury, Office of Foreign Assets Control	April 24, 2025

OFAC Sectoral Sanctions Identifications List (SSI List)	U.S. Department of the Treasury, Office of Foreign Assets Control	April 24, 2025
EU Consolidated Sanctions List	European Commission / Council of the European Union	April 23, 2025
UK OFSI Consolidated List	HM Treasury, Office of Financial Sanctions Implementation	April 24, 2025
Category	Number of Names/Entities Screened	OFAC SDN Hits	OFAC SSI Hits	EU Consolidated List Hits	UK OFSI Hits
Dunmore Group Entities	8	0	0	0	0
Officers & Directors	16	0	0	0	0
Equity Holders & Affiliates	8	0	0	0	0
Material Counterparties & JV Partners	31	0	0	0	0
Transaction Participants	23	0	0	0	0
Total	86	0	0	0	0

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017
SANCTIONS SCREENING RESULTS SUMMARY
April 28, 2025
This memorandum is protected by the attorney-client privilege and the work-product doctrine. It is intended solely for the use of the Calderwood & Harkness LLP engagement team and authorized client personnel. Do not distribute without the express authorization of the Responsible Partner.
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I. EXECUTIVE SUMMARY
This memorandum summarizes and evaluates the sanctions screening report dated April 25, 2025 (the "Sandoval Report"), prepared by Sandoval Compliance Solutions LLC ("Sandoval"), an independent compliance advisory firm located at 1120 Connecticut Avenue NW, Suite 600, Washington, DC 20036. The Sandoval Report was prepared under the direction and supervision of Rosa Medina, Lead Consultant, in connection with the proposed offering (the "Offering") of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes") by Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted company, and Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation and wholly-owned subsidiary of DEH (together with DEH, the "Issuers" and, together with the Issuers and the guarantor subsidiaries, the "Dunmore Group" or the "Company"). Sandoval was engaged at the direction of Calderwood & Harkness LLP ("C&H" or the "Firm") and Dunmore's General Counsel, Alistair Forde, to conduct a comprehensive multi-jurisdictional sanctions screening in support of the transaction.
Sandoval screened all Dunmore Group entities, their respective officers and directors, material counterparties (including, notably, the Nigerian National Petroleum Company ("NNPC"), which holds back-in rights in Oil Mining Leases 47 and 63 ("OML 47" and "OML 63")), joint-venture partners across all operating jurisdictions, equity holders and their principals, and all transaction participants—including the Initial Purchasers, their counsel, the Indenture Trustee, and various agents, auditors, consultants, and rating agencies—against the following four sanctions lists (collectively, the "Sanctions Lists"):
(i) the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List (the "SDN List");
(ii) the OFAC Sectoral Sanctions Identifications List (the "SSI List");
(iii) the European Union Consolidated Sanctions List maintained by the European Commission and the Council of the European Union (the "EU Consolidated List"); and
(iv) the United Kingdom HM Treasury, Office of Financial Sanctions Implementation Consolidated List (the "UK OFSI List").
The screening was completed on April 25, 2025. Sandoval reported zero hits on any of the four Sanctions Lists for any screened party. A small number of potential or partial name matches were flagged by Sandoval's automated screening platform and were subsequently investigated through manual review. All such potential matches were determined to be false positives based on differences in dates of birth, nationality, geographic location, and other identifying information. No flagged potential match was determined to constitute an actual match to any designated person or entity on any of the four Sanctions Lists.
Based on our review and evaluation of the Sandoval Report, its methodology, and its results, C&H has identified no impediment to proceeding with the Offering from a sanctions compliance perspective. The screening results support the execution by the Issuers and the Guarantors of the sanctions representations and covenants contained in the Indenture and the Purchase Agreement, and the execution of the Side Letter — Sanctions Representations among the Issuers, Guarantors, and Initial Purchasers. Additionally, C&H has concluded that the sanctions risk-factor disclosure currently included in the preliminary Offering Memorandum is appropriate in scope and substance and does not require revision in light of these screening results.
C&H recommends that Sandoval conduct a bring-down sanctions screening no earlier than May 13, 2025 (two business days prior to the anticipated closing date of May 15, 2025), that the Sandoval Report and this summary be retained in the closing binder and the Firm's matter files as part of the due diligence record, and that a quarterly post-closing sanctions monitoring protocol be implemented as described more fully in Section VII below.
II. BACKGROUND AND CONTEXT
A. The Transaction
DEH, a Cayman Islands exempted company, and DUFC, a Delaware corporation and wholly-owned subsidiary of DEH, are offering $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032. The Notes will be senior secured obligations of the Issuers, guaranteed on a senior secured basis by each of DEH's existing and future material restricted subsidiaries. The Notes will be secured on a first-priority basis by substantially all of the assets of the Issuers and the Guarantors, subject to certain exceptions and permitted liens.
The Offering is being conducted as a private placement under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs") within the United States, and under Regulation S of the Securities Act to persons outside the United States who are not U.S. persons. The Notes have not been and will not be registered under the Securities Act.
The Initial Purchasers for the Offering are as follows:
The Initial Purchasers are represented by Whitfield Baxter & Cohn LLP (Harrison Cates, lead partner). The Indenture Trustee and Collateral Agent for the Notes is Northgate Trust Company, N.A.
Proceeds from the Offering are expected to be used, among other things, to fund the Phase II development capital expenditure program for the Cayar Offshore Block in Senegal (approximately $250,000,000), to refinance certain existing indebtedness of the Dunmore Group, and for general corporate purposes. The expected closing date for the Offering is May 15, 2025.
B. Sanctions Risk Profile
DEH operates upstream and midstream oil and gas assets in several jurisdictions, certain of which require heightened sanctions scrutiny. The Dunmore Group's principal operating jurisdictions and the associated sanctions risk profile are described below.
Nigeria. Dunmore Nigeria E&P Ltd. ("Dunmore Nigeria"), a Nigerian-incorporated subsidiary of DEH, is the operator of OML 47 and OML 63, both located in the Niger Delta region of Nigeria. The NNPC, Nigeria's national oil company and a governmental entity, holds back-in rights in both OMLs. Nigeria is not subject to a comprehensive OFAC embargo program; however, a number of Nigerian individuals and entities have been previously designated on the SDN List in connection with narcotics trafficking, terrorism financing, and other sanctioned activities. The involvement of NNPC as a governmental counterparty with back-in rights, and the presence of multiple Nigerian joint-venture partners and service contractors, necessitate thorough entity-level and individual-level screening. Nigeria therefore presents a heightened, though manageable, sanctions risk profile for this transaction.
Senegal. Dunmore Senegal S.A. ("Dunmore Senegal"), a Senegalese société anonyme and subsidiary of DEH, is the operator of the Cayar Offshore Block, an offshore oil and gas exploration and development concession located off the coast of Senegal. Phase II development capital expenditures of approximately $250,000,000 are expected to be funded from the proceeds of the Offering. Senegal is not subject to a comprehensive OFAC embargo program, and sanctions designations involving Senegalese persons or entities have been rare. Nonetheless, given that a material portion of the Offering proceeds will be deployed in Senegal, and that the Cayar Offshore Block involves joint-venture partners and local service providers, screening of Senegalese counterparties is warranted and was performed by Sandoval.
Gulf of Mexico. Dunmore Gulf Operations LLC ("Dunmore Gulf"), a Delaware limited liability company, operates deepwater oil and gas leases in the Green Canyon and Garden Banks areas of the U.S. Gulf of Mexico. These operations present a lower sanctions risk profile, as the co-working interest holders and service contractors are predominantly U.S.-based entities. Nonetheless, all co-working interest holders and material service contractors were included in Sandoval's screening scope.
West Texas. Dunmore Renewables LLC ("Dunmore Renewables"), a Delaware limited liability company, holds a 220 MW solar portfolio in West Texas. This asset presents a minimal sanctions risk, as operations are entirely domestic and counterparties are U.S.-based utilities and off-takers. Dunmore Renewables was screened as a Dunmore Group entity for completeness.
Midstream and Trading Operations. Dunmore Midstream Holdings Inc. ("Dunmore Midstream"), a Delaware corporation, owns and operates pipeline and processing infrastructure supporting the Dunmore Group's upstream assets. Dunmore Trading Ltd. ("Dunmore Trading"), a company incorporated in England and Wales, serves as the offtake and trading arm of the Dunmore Group, entering into international hydrocarbon offtake agreements with a range of counterparties. Dunmore Trading's activities involve international commodity flows and counterparties across multiple jurisdictions, requiring screening of its material offtake counterparties.
Ownership Structure. The equity of DEH is held as follows:
Harborview Capital Partners Fund VI, L.P. ("Harborview Fund VI") is the majority equity holder and has designated two individuals—Elaine Prescott (Managing Director) and David Stein (Partner)—to the DEH board of directors. The principals and control persons of each equity holder were included in the screening scope.
C. Engagement of Sandoval Compliance Solutions LLC
Sandoval was engaged at the direction of C&H and Dunmore's General Counsel, Alistair Forde, to conduct a comprehensive multi-jurisdictional sanctions screening in connection with the Offering. The scope of the engagement was defined in an engagement letter dated April 15, 2025, executed by Rosa Medina on behalf of Sandoval and countersigned by Jennifer Kwon on behalf of C&H.
Under the terms of the engagement, Sandoval was retained to screen all Dunmore Group entities, their officers and directors, equity holders and affiliated funds (including their principals and control persons), material counterparties and joint-venture partners across all operating jurisdictions, and all transaction participants against the four Sanctions Lists identified above. Rosa Medina, Lead Consultant at Sandoval, personally oversaw the screening process and certified the results in the Sandoval Report.
Sandoval's engagement was structured to protect the attorney-client privilege and work-product protections applicable to C&H's representation of the Issuers in connection with the Offering. The Sandoval Report was delivered directly to C&H and is included as Attachment A to this memorandum.
III. SCOPE OF SCREENING
A. Dunmore Group Entities Screened
Sandoval screened the following eight Dunmore Group entities, encompassing both Issuers and all material operating and holding company subsidiaries:
Each entity was screened against all four Sanctions Lists using its full registered legal name, any known trading names or short-form names, former names (if applicable), and corporate registration numbers.
B. Officers and Directors Screened
Sandoval screened all officers and directors of DEH and its subsidiaries, as identified in the corporate organizational documents, officers' certificates, and due diligence questionnaires provided in connection with the Offering. The following key individuals were screened:
1.  Marcus Ellingham — Chief Executive Officer, Dunmore Energy Holdings Ltd. (age 54; previously Chief Operating Officer of Praetorian Petroleum plc)
2.  Deepa Rajaram — Chief Financial Officer, Dunmore Energy Holdings Ltd. (age 47; former Vice President of Finance at Kestrel Resources Corp.)
3.  Alistair Forde — General Counsel, Dunmore Energy Holdings Ltd. (age 51)
4.  Lady Constance Harrowby — Board Chair (Independent), Dunmore Energy Holdings Ltd. (former United Kingdom Secretary of State for Energy)
5.  Elaine Prescott — Managing Director, Harborview Capital Partners; Board designee, Dunmore Energy Holdings Ltd.
6.  David Stein — Partner, Harborview Capital Partners; Board designee, Dunmore Energy Holdings Ltd.
7.  Additional directors and officers of subsidiary entities, including: the Managing Director and Finance Director of Dunmore Nigeria E&P Ltd.; the Directeur Général and Directeur Financier of Dunmore Senegal S.A.; the President and Vice President of Operations of Dunmore Gulf Operations LLC; the President of Dunmore Renewables LLC; and the directors and officers of Dunmore Midstream Holdings Inc. and Dunmore Trading Ltd., as identified in the due diligence corporate organizational documents delivered to C&H.
In total, sixteen (16) individual officers and directors were screened across all Dunmore Group entities. Each individual was screened using full legal name, all known aliases, date of birth, nationality, and passport or national identification numbers where available.
C. Equity Holders and Affiliated Funds Screened
Sandoval screened each of the Dunmore Group's equity holders and their respective principals and control persons:
1.  Harborview Capital Partners Fund VI, L.P. — Delaware limited partnership; 62.4% equity holder. Screening covered the fund entity, its general partner (Harborview Capital Partners GP VI LLC), and the principals and control persons of the general partner, including Elaine Prescott and David Stein.
2.  Solstice Infrastructure Fund LP — Delaware limited partnership; 11.1% co-investor. Screening covered the fund entity, its general partner, and the identified principals and control persons.
3.  Alderman Family Office LLC — Texas limited liability company; 8.2% co-investor. Screening covered the entity, its managing members, and the identified principals of the Alderman family.
In total, eight (8) equity holder entities and individual principals were screened. Beneficial ownership analysis was traced through fund structures to identify any ultimate beneficial owners holding 50% or greater interests, consistent with OFAC's 50 Percent Rule (as discussed further in Section IV.A below).
D. Material Counterparties and JV Partners Screened
Sandoval screened all material counterparties and joint-venture partners with whom the Dunmore Group has contractual or operational relationships that are material to the Offering or to the ongoing operations of the Issuers and Guarantors. The following categories of counterparties and partners were screened:
•  Nigerian National Petroleum Company (NNPC) — holds back-in rights in OML 47 and OML 63; a governmental entity of the Federal Republic of Nigeria. Individual NNPC officials who interact with Dunmore Nigeria were also screened.
•  OML 47 and OML 63 Joint-Venture Partners — all joint-venture participants in the two Nigerian oil mining leases, including their respective beneficial owners and key personnel.
•  Cayar Offshore Block Joint-Venture Partners — all partners in the Senegalese offshore exploration and development concession.
•  Material Hydrocarbon Offtake Counterparties — counterparties under offtake agreements with Dunmore Trading Ltd., including international commodity trading firms and national oil companies.
•  Gulf of Mexico Co-Working Interest Holders — co-working interest holders in the Green Canyon and Garden Banks deepwater leases.
•  Pipeline and Processing Counterparties — counterparties of Dunmore Midstream Holdings Inc. in connection with its pipeline and processing infrastructure.
•  Insurance Providers — material insurance carriers and brokers providing coverage for operations in Nigeria and Senegal.
•  Material Service Contractors — drilling contractors, oilfield service providers, logistics companies, and other material service contractors operating in Nigeria and Senegal.
In total, thirty-one (31) counterparty and joint-venture partner entities and individuals were screened across all categories.
E. Transaction Participants Screened
Sandoval screened all participants in the Offering, including the Initial Purchasers, their counsel, the Indenture Trustee, agents, auditors, consultants, rating agencies, and other advisors:
•  Ridgeline Capital Markets LLC (Lead Left Bookrunner) and key personnel: Thomas Whitford, Simone Achterberg
•  Clarion Securities Inc. (Joint Bookrunner) and key personnel: Derek Holmgren
•  Pinnacle Partners LLC (Co-Manager) and key personnel: Julia Song
•  Northgate Trust Company, N.A. (Indenture Trustee and Collateral Agent; EIN 13-6520098) and key personnel: William Kerrigan
•  Beacon Fiduciary Services LLC (Paying Agent) and key personnel: Sandra Mitchum
•  Velthorn National Bank, N.A. (Depositary Bank) and key personnel: Robert Cavanaugh
•  Whitfield Baxter & Cohn LLP (Initial Purchasers' Counsel) and key personnel: Harrison Cates, Priya Naveen
•  Kincaid & Moreau LLP (Issuers' U.K. Counsel) and key personnel: Nigel Ashworth
•  Abayomi Chambers (Issuers' Nigerian Counsel) and key personnel: Chidinma Okafor
•  Cresswell & Greaves LLP (Issuers' Cayman Islands Counsel) and key personnel: Fiona Halsted
•  Theron Moss & Associates SARL (Issuers' Senegalese Counsel) and key personnel: Moustapha Sy
•  Pruitt Halsey LLP (ABL Agent's Counsel)
•  Alverton & Co. LLP (Independent Auditors) and key personnel: Graham Stillwell
•  Duval Howard & Partners (Independent Petroleum Engineers) and key personnel: Dr. Evelyn Marchetti
•  Barrisford Advisory Group LLC (Financial Advisor) and key personnel: Nathan Reyes Linley CPAs LLP
•  Lodestar Ratings International (Rating Agency) and key personnel: Catherine Irvine
•  Veridian Credit Assessments Inc. (Rating Agency) and key personnel: James Fenwick
In total, twenty-three (23) transaction participant entities and individuals were screened.
F. Sanctions Lists Screened
Sandoval screened all parties against the following four Sanctions Lists, using the list versions indicated below:
The specific list version identifiers and date stamps for each Sanctions List are included as Attachments D through G to this memorandum.
IV. METHODOLOGY
A. Sandoval's Screening Process
Sandoval conducted its sanctions screening using its proprietary compliance screening platform (the "Sandoval Platform"), which employs automated name-matching algorithms supplemented by manual review of all potential matches. The Sandoval Platform is designed to identify exact and near-exact matches between screened names and entries on the applicable Sanctions Lists, and incorporates the following key features:
Automated Name-Matching. The Sandoval Platform applies a multi-layered name-matching algorithm that compares screened names against all entries on the four Sanctions Lists. The algorithm is calibrated to identify exact matches, phonetic matches, and close spelling variants, and assigns a confidence score to each potential match based on the degree of similarity between the screened name and the Sanctions List entry.
Fuzzy-Matching and Transliteration Logic. Given the multilingual nature of the counterparties in this transaction—particularly in Nigeria and Senegal, where names may have Arabic, Yoruba, Wolof, Igbo, Hausa, and French-language variants—the Sandoval Platform applies fuzzy-matching logic specifically designed to address common transliteration variations. This includes accommodations for Arabic-to-Latin script transliterations (which may produce multiple valid romanizations of a single name), Yoruba tonal diacritical variations, and Wolof naming conventions. The fuzzy-matching threshold is set at a sensitivity level calibrated to minimize the risk of false negatives while generating a manageable volume of potential matches for manual review.
Full Name and Alias Screening. For each entity, the screening was performed against the full registered legal name, all known short names or trade names, aliases, former names, and known alternate designations. For individuals, the screening was performed against full legal names, all known aliases and nicknames, dates of birth, nationalities, and passport or national identification numbers where such information was available from due diligence questionnaires or publicly available sources.
Beneficial Ownership Screening. Consistent with OFAC's "50 Percent Rule" guidance, the screening extended beyond the named entities to encompass beneficial ownership chains. Under the 50 Percent Rule, an entity is considered "Blocked" or "designated" if one or more persons on the SDN List own, directly or indirectly, a 50 percent or greater interest in that entity, even if the entity itself does not appear on the SDN List. Sandoval traced ownership chains through the Dunmore Group's corporate structure and through the fund structures of Harborview Capital Partners Fund VI, L.P., Solstice Infrastructure Fund LP, and Alderman Family Office LLC to identify any ultimate beneficial owners holding 50 percent or greater interests and screened those individuals and entities accordingly.
Manual Review of Potential Matches. All potential matches flagged by the automated screening algorithm were subjected to manual review by Sandoval's compliance analysts under the supervision of Rosa Medina. Manual review involved comparison of the screened party's identifying information—including full legal name, date of birth, nationality, country of residence, corporate registration details, and other available identifying data—against the corresponding details of the Sanctions List entry. Only potential matches that could not be resolved through automated comparison were escalated to manual review, and all such potential matches were resolved and documented in the Sandoval Report.
B. Supplemental Due Diligence
In addition to the core sanctions list screening described above, Sandoval performed the following supplemental due diligence measures:
Adverse-Media Screening. Sandoval conducted adverse-media screening for all counterparties and personnel associated with the Nigerian and Senegalese operations, utilizing commercial databases including Glenrock Solutions, Kestrel Software (Refinitiv), and Sundial Solutions Diligence. The adverse-media screening was designed to identify any publicly reported connections between screened parties and sanctioned persons, sanctioned jurisdictions, terrorism financing, money laundering, corruption, or other financial crimes. No material adverse media findings were identified in connection with any screened party.
Politically Exposed Persons (PEP) Screening. Nigerian counterparties, including NNPC officials and JV partner personnel, were cross-referenced against publicly available PEP lists to identify any individuals who hold or have recently held prominent public positions. While PEP status does not in itself constitute a sanctions designation, the identification of PEPs is relevant to the broader anti-corruption and compliance risk assessment for the transaction. Any PEPs identified were subject to enhanced due diligence review. Sandoval's PEP screening is documented in the Sandoval Report.
Jurisdictional Sanctions Assessment. Sandoval confirmed that none of the Dunmore Group's operating jurisdictions—Nigeria, Senegal, the United States, the United Kingdom, and the Cayman Islands—is subject to a comprehensive OFAC embargo program. OFAC currently maintains comprehensive sanctions programs covering Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, among others. Neither Nigeria nor Senegal is subject to such comprehensive sanctions. However, Sandoval noted that certain Nigerian individuals and entities have been previously designated on the SDN List in connection with narcotics trafficking, terrorism financing, and corruption, and that this history necessitates thorough entity-level screening of Nigerian counterparties—which was performed and is reflected in the results summarized herein.
V. RESULTS
A. Summary Results Table
The table below summarizes the results of Sandoval's sanctions screening across all categories of screened parties and all four Sanctions Lists:
B. Potential Matches Reviewed and Cleared
Sandoval's automated screening platform flagged a total of seven (7) potential or partial name matches across the four Sanctions Lists during the initial automated screening pass. Each flagged potential match was subjected to manual review by Sandoval's compliance analysts under the supervision of Rosa Medina. In each case, the potential match was determined to be a false positive based on clear and unambiguous differences in one or more of the following identifying criteria: date of birth, nationality, country of residence, country of incorporation, corporate registration number, and other biographical or organizational information.
No flagged potential match was determined to constitute an actual match to any designated person or entity on any of the four Sanctions Lists. The specific bases for clearing each false positive are documented in the Sandoval Report (Attachment A).
Specific attention was given to the screening of the Nigerian National Petroleum Company due to its status as a governmental entity of the Federal Republic of Nigeria. While NNPC itself has not been designated on any of the four Sanctions Lists, Sandoval's screening extended to individual NNPC officials who interact with Dunmore Nigeria in connection with OML 47 and OML 63. No current designations were identified for any such individual. Sandoval noted that the governmental status of NNPC warrants ongoing monitoring, and this recommendation is reflected in Section VII below.
C. Detailed Findings by Category
1. Dunmore Group Entities.  All eight Dunmore Group entities screened by Sandoval were cleared with no hits on any of the four Sanctions Lists. The following entity-specific observations are noted:
Dunmore Energy Holdings Ltd. (Cayman Islands). No designation on any Sanctions List. No affiliation with any designated person or entity was identified through beneficial ownership analysis.
Dunmore upstream Finance Corp. (Delaware). No designation on any Sanctions List. As a wholly-owned subsidiary of DEH and the co-issuer of the Notes, DUFC's screening was performed in conjunction with that of DEH.
Dunmore Nigeria E&P Ltd. (Nigeria). No designation on any Sanctions List. No affiliation with any sanctioned Nigerian entity was identified. The entity's Nigerian business registration and corporate details were verified against the Corporate Affairs Commission (CAC) records. Sandoval confirmed that Dunmore Nigeria is not owned, controlled, or influenced by any person or entity appearing on any of the four Sanctions Lists.
Dunmore Senegal S.A. (Senegal). No designation on any Sanctions List. No affiliation with any sanctioned Senegalese entity or individual was identified. The entity's RCCM registration was verified against Senegalese commercial registry records.
Dunmore Trading Ltd. (England & Wales). No designation on any Sanctions List. As the offtake and trading arm of the Dunmore Group, Dunmore Trading's counterparties were separately screened (see Section V.C.4 below) to address the sanctions risks inherent in international commodity trading activities.
Dunmore Gulf Operations LLC (Delaware), Dunmore Renewables LLC (Delaware), and Dunmore Midstream Holdings Inc. (Delaware). All three domestic entities were cleared with no hits on any Sanctions List, consistent with their lower sanctions risk profiles as U.S.-domiciled entities operating primarily in domestic markets.
2. Officers, Directors, and Key Personnel.  All sixteen (16) screened officers and directors were cleared with no hits on any of the four Sanctions Lists. Specific findings include:
•  Marcus Ellingham (CEO, DEH) — No matches on any Sanctions List. Sandoval verified Mr. Ellingham's biographical information, including his prior tenure as Chief Operating Officer of Praetorian Petroleum plc, and confirmed no adverse sanctions history.
•  Deepa Rajaram (CFO, DEH) — No matches on any Sanctions List. Ms. Rajaram's biographical information, including her prior position as Vice President of Finance at Kestrel Resources Corp., was verified with no adverse findings.
•  Alistair Forde (General Counsel, DEH) — No matches on any Sanctions List.
•  Lady Constance Harrowby (Board Chair, Independent, DEH) — No matches on any Sanctions List. Lady Harrowby's status as a former United Kingdom Secretary of State for Energy was noted in the PEP screening; no adverse sanctions or compliance findings were identified.
•  Elaine Prescott (Managing Director, Harborview Capital Partners; Board designee, DEH) — No matches on any Sanctions List.
•  David Stein (Partner, Harborview Capital Partners; Board designee, DEH) — No matches on any Sanctions List.
•  All additional officers and directors of Dunmore Group subsidiary entities — No matches on any Sanctions List.
3. Equity Holders.  All equity holders and their affiliated funds, general partners, and identified principals were cleared with no hits on any of the four Sanctions Lists:
•  Harborview Capital Partners Fund VI, L.P. — Not designated on any Sanctions List. Beneficial ownership analysis traced through the fund's general partner (Harborview Capital Partners GP VI LLC) and its principals confirmed no sanctioned persons as ultimate beneficial owners.
•  Solstice Infrastructure Fund LP — Not designated on any Sanctions List. Beneficial ownership analysis traced through the fund's general partner confirmed no sanctioned persons as ultimate beneficial owners.
•  Alderman Family Office LLC — Not designated on any Sanctions List. The managing members and identified principals of the Alderman family were screened with no matches.
In each case, beneficial ownership analysis was conducted consistent with OFAC's 50 Percent Rule to confirm that no person or entity appearing on the SDN List holds, directly or indirectly, a 50 percent or greater interest in any of the equity holders or their affiliated fund structures.
4. Material Counterparties and JV Partners.  All thirty-one (31) screened counterparty and joint-venture partner entities and individuals were cleared with no hits on any of the four Sanctions Lists. Specific findings by sub-category include:
Nigerian National Petroleum Company. NNPC is not designated on any of the four Sanctions Lists. Individual NNPC officials who interact with Dunmore Nigeria in connection with OML 47 and OML 63 were identified through due diligence inquiries and independently screened. No current designations were identified for any such individual. Sandoval noted that, as a governmental entity, NNPC's personnel may change over time, and ongoing monitoring is recommended to ensure that future NNPC officials interacting with Dunmore Nigeria are screened as part of the post-closing sanctions monitoring protocol.
OML 47 and OML 63 Joint-Venture Partners. All joint-venture partners holding participating interests in OML 47 and OML 63 were screened with no matches on any Sanctions List. This screening covered the corporate entities, their beneficial owners, and key personnel as identified in due diligence.
Cayar Offshore Block Joint-Venture Partners. All partners in the Cayar Offshore Block were screened with no matches on any Sanctions List.
Hydrocarbon Offtake Counterparties of Dunmore Trading Ltd. All material offtake counterparties under contracts with Dunmore Trading were screened with no matches on any Sanctions List. This category included international commodity trading firms, national oil companies, and downstream purchasers.
Gulf of Mexico Co-Working Interest Holders. All co-working interest holders in the Green Canyon and Garden Banks deepwater leases were screened with no matches on any Sanctions List.
Pipeline and Processing Counterparties. All material counterparties of Dunmore Midstream Holdings Inc. were screened with no matches on any Sanctions List.
Insurance Providers and Material Service Contractors. Insurance carriers, brokers, drilling contractors, oilfield service providers, logistics companies, and other material service contractors operating in Nigeria and Senegal were screened with no matches on any Sanctions List.
5. Transaction Participants.  All twenty-three (23) screened transaction participant entities and individuals were cleared with no hits on any of the four Sanctions Lists. This result is consistent with expectations, given that the transaction participants are established U.S. and international financial institutions, law firms, audit firms, engineering consultancies, advisory firms, and rating agencies, each of which maintains its own robust compliance programs. Screening of transaction participants was performed as a matter of best practice and in accordance with C&H's standard due diligence protocols for high-yield debt offerings.
VI. CALDERWOOD & HARKNESS ANALYSIS AND EVALUATION
A. Adequacy of Screening Scope
C&H has reviewed the scope of Sandoval's sanctions screening and has determined that it is comprehensive and appropriate for a transaction of this nature, involving operations in Nigeria and Senegal, international hydrocarbon trading activities, and a multi-jurisdictional corporate structure.
The screening covered all categories of persons and entities identified in C&H's internal OFAC and Sanctions Compliance Memorandum (revised January 2025) as requiring screening in connection with a Rule 144A / Regulation S high-yield debt offering by an issuer with operations in jurisdictions presenting heightened sanctions risk. Specifically, the screening encompassed: (i) all issuer and guarantor entities; (ii) all officers and directors; (iii) all material equity holders and their principals and control persons; (iv) all material counterparties, joint-venture partners, and service providers in jurisdictions of heightened sanctions concern; and (v) all transaction participants, including underwriters, counsel, trustees, agents, auditors, and rating agencies.
C&H is satisfied that the screening appropriately included beneficial ownership analysis consistent with OFAC's 50 Percent Rule, tracing ownership through fund structures and corporate hierarchies to identify ultimate beneficial owners and subjecting those individuals and entities to screening against all four Sanctions Lists. This is particularly important given the private equity fund ownership structure of the Dunmore Group, where Harborview Capital Partners Fund VI, L.P. holds a 62.4% majority interest.
B. Reliability of Screening Methodology
C&H has evaluated Sandoval's screening methodology as described in the Sandoval Report and the Methodology Statement (Attachment C), and has concluded that the methodology meets industry standards for sanctions compliance screening in connection with capital markets transactions.
The combination of automated screening using the Sandoval Platform's name-matching algorithms with manual review of all potential matches provides a robust and defensible screening process. The automated screening component ensures comprehensive coverage across the four Sanctions Lists, while the manual review component addresses the inherent limitations of automated name-matching—particularly the risk of false positives arising from common names, transliteration variants, and incomplete identifying information.
The Sandoval Platform's fuzzy-matching and transliteration capabilities are particularly appropriate for this transaction, given the multilingual nature of the counterparty names in Nigeria (Yoruba, Igbo, Hausa, and English-language names) and Senegal (Wolof, French, Arabic, and Pulaar-language names). The platform's ability to accommodate Arabic-to-Latin script transliteration variants is important for screening in regions where Arabic naming conventions are prevalent.
Sandoval's supplemental adverse-media screening and PEP screening provide additional comfort beyond the core sanctions list screening. While adverse-media and PEP screening are not strictly required for sanctions compliance purposes, they serve as useful supplemental indicators of potential compliance risks and are consistent with best practices for transactions involving operations in West Africa.
C. Implications for Transaction Documents
The zero-hit screening results across all four Sanctions Lists support the following conclusions with respect to the transaction documents:
Indenture — Sanctions Representations and Covenants. The screening results support the making by the Issuers and the Guarantors of the sanctions representations and warranties set forth in Section 4.25 of the Indenture, including the representation that neither the Issuers, nor any of their subsidiaries, nor any of their respective directors, officers, or employees, nor any agents acting on their behalf, is a person currently 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 Her Majesty's Treasury. The results also support compliance with the covenant in Section 4.26 of the Indenture prohibiting the use of the proceeds of the Notes in any manner that would result in a violation of any sanctions.
Purchase Agreement — Sanctions Representations. The screening results support the making by the Issuers and the Guarantors of the sanctions representations and warranties set forth in Section 3(nn) of the Purchase Agreement, which mirror the Indenture representations and provide additional specificity regarding the Issuers' and Guarantors' compliance programs and the jurisdictions in which the Dunmore Group operates.
Side Letter — Sanctions Representations. The screening results support execution of the Side Letter — Sanctions Representations among the Issuers, Guarantors, and Initial Purchasers, which contains enhanced sanctions representations tailored to the specific sanctions risk profile of the Dunmore Group's operations in Nigeria and Senegal.
OFAC Covenant Language. No adjustments are needed to the OFAC covenant language in the Indenture prohibiting the use of proceeds in violation of OFAC sanctions. The existing covenant language is consistent with market standards for high-yield offerings by issuers with international operations and is appropriately tailored to the Dunmore Group's specific risk profile.
Offering Memorandum — Sanctions Risk-Factor Disclosure. The sanctions risk-factor disclosure currently included in the preliminary Offering Memorandum—including the risk factors addressing OFAC, EU, and UK sanctions risks and the related FCPA and UK Bribery Act anti-corruption risk factors—is appropriate in scope and substance and does not require revision based on the screening results. The risk factors appropriately disclose the heightened sanctions environment in Nigeria and Senegal, including the potential for future designations of persons or entities in those jurisdictions, the Dunmore Group's reliance on governmental counterparties such as NNPC, and the general risk that changes in sanctions laws or designations could adversely affect the Dunmore Group's operations or business relationships. The disclosure neither overstates nor understates the sanctions risk profile, and is consistent with market practice for similar offerings.
D. Limitations and Caveats
The following limitations and caveats apply to the Sandoval screening and to this memorandum:
Dynamic Nature of Sanctions Lists. Sanctions lists are dynamic and are updated regularly by the administering governmental authorities. The OFAC SDN List and SSI List may be updated at any time without prior notice. The Sandoval screening reflects the list versions as of April 24, 2025 (OFAC SDN List, OFAC SSI List, and UK OFSI List) and April 23, 2025 (EU Consolidated List). Any designations made after these dates would not be reflected in the screening results. Accordingly, C&H recommends that Sandoval conduct a bring-down screening immediately prior to closing, as described in Section VII below.
No Guarantee Against Future Designations. The screening does not constitute a guarantee that no screened party will be designated on any Sanctions List in the future. Sanctions designations may be imposed at any time by the relevant governmental authorities based on information not available to Sandoval or C&H at the time of screening. The Issuers' and Guarantors' representations regarding sanctions compliance are made as of the date of the Purchase Agreement and the Indenture, and the bring-down screening recommended below will provide additional comfort as of a date proximate to closing.
Scope Limited to Sanctions Compliance. The Sandoval screening does not cover all possible regulatory risks associated with the Offering or the Dunmore Group's operations. In particular, the screening does not address anti-money laundering ("AML") compliance, anti-bribery and anti-corruption compliance (including compliance with the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010), tax compliance, or other regulatory matters. These topics are addressed in separate workstreams within C&H's due diligence program for the Offering and are the subject of separate memoranda.
Pre-Closing Refresh Required. C&H notes that the Sandoval Report should be refreshed immediately prior to closing (currently expected on May 15, 2025) as part of the bring-down due diligence procedures for the Offering. The bring-down screening should cover all previously screened parties against the then-current versions of all four Sanctions Lists.
Post-Closing Monitoring. Post-closing, quarterly sanctions monitoring is recommended consistent with the Post-Closing Sanctions Monitoring Protocol memorandum to be prepared by C&H and delivered to Alistair Forde (Dunmore General Counsel) for implementation by the Dunmore Group's in-house compliance function. The quarterly monitoring protocol will include re-screening of all Dunmore Group entities, officers and directors, material counterparties, and JV partners against the four Sanctions Lists on a quarterly basis, with immediate ad hoc screening triggered by any material change in personnel, counterparties, or operating jurisdictions.
VII. RECOMMENDATIONS
Based on the foregoing analysis, C&H makes the following recommendations:
1. Pre-Closing Refresh. Sandoval should conduct a bring-down sanctions screening no earlier than May 13, 2025 (two business days before the expected closing date of May 15, 2025) to confirm that no new designations have been made on any of the four Sanctions Lists with respect to any previously screened party. The bring-down screening should cover all categories of screened parties identified in Section III above and should utilize the then-current versions of all four Sanctions Lists. The results of the bring-down screening should be delivered to C&H in sufficient time to permit review and evaluation prior to closing. If the bring-down screening identifies any new designations or potential matches requiring investigation, C&H should be notified immediately so that the implications for the transaction can be assessed.
2. Representation Sign-Off. The screening results support the Dunmore Group's ability to make the sanctions representations and warranties contained in the Purchase Agreement (Section 3(nn)) and the Indenture (Section 4.25), and to execute the Side Letter — Sanctions Representations among the Issuers, Guarantors, and Initial Purchasers. C&H recommends that this memorandum and the underlying Sandoval Report be transmitted to Alistair Forde, General Counsel of DEH, for review and sign-off. Reference is made to the email from Jennifer Kwon to Alistair Forde dated April 26, 2025, in which Jennifer transmitted the preliminary screening results and requested Mr. Forde's review and confirmation. This memorandum, together with the Sandoval Report, should serve as the basis for Mr. Forde's sign-off on behalf of the Issuers and Guarantors.
3. OM Risk Factors. No revisions to the sanctions and OFAC risk-factor disclosure in the Offering Memorandum are required based on the screening results. The existing risk factors appropriately address the heightened sanctions environment in Nigeria and Senegal, including the involvement of NNPC as a governmental counterparty, without over-stating or under-stating the level of risk. C&H recommends that the risk-factor language be confirmed in the final Offering Memorandum without modification.
4. Ongoing Monitoring. C&H recommends the implementation of a quarterly sanctions monitoring protocol following the closing of the Offering. The protocol should be administered by the Dunmore Group's in-house compliance function under the supervision of Alistair Forde, with periodic review by outside counsel. The quarterly monitoring should include re-screening of all Dunmore Group entities, officers and directors, material counterparties, and JV partners against the four Sanctions Lists. In addition, ad hoc screening should be triggered by any material change in Dunmore Group personnel, any new material counterparty or JV partner relationship, or any expansion of operations into new jurisdictions. C&H will prepare a separate Post-Closing Sanctions Monitoring Protocol memorandum for delivery to Alistair Forde.
5. Document Retention. The Sandoval screening report (Attachment A) and this memorandum should be retained in the closing binder for the Offering and in C&H's matter files (Matter No. 1016-00003) as part of the due diligence record supporting the 10b-5 negative assurance letter to be delivered by C&H to the Initial Purchasers at closing. Retention of these documents provides a contemporaneous record of the sanctions due diligence performed in connection with the Offering and demonstrates the reasonable basis for the sanctions representations and covenants contained in the transaction documents.
VIII. ATTACHMENTS
The following documents are attached hereto and incorporated by reference into this memorandum:
Attachment A: Sandoval Compliance Solutions LLC — Sanctions Screening Report (dated April 25, 2025) (Rosa Medina, Lead Consultant)
Attachment B: Complete List of Screened Entities and Individuals (cross-reference to Counterparty and JV Partner Sanctions Checklist)
Attachment C: Sandoval Methodology Statement
Attachment D: OFAC SDN List version identifier and date stamp (April 24, 2025)
Attachment E: OFAC SSI List version identifier and date stamp (April 24, 2025)
Attachment F: EU Consolidated Sanctions List version identifier and date stamp (April 23, 2025)
Attachment G: UK OFSI Consolidated List version identifier and date stamp (April 24, 2025)
•       
Prepared by:
________________________________________
Claire Dempsey Working Associate, Capital Markets Calderwood & Harkness LLP
________________________________________
Eric Johannsen Lead Associate, Capital Markets Calderwood & Harkness LLP
Reviewed and Approved by:
________________________________________
Jennifer Kwon Responsible Partner, Capital Markets Calderwood & Harkness LLP
Date: April 28, 2025
CALDERWOOD & HARKNESS LLP | Matter No. 1016-00003
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
This memorandum is protected by the attorney-client privilege and the work-product doctrine. It is intended solely for the use of the Calderwood & Harkness LLP engagement team and authorized client personnel. Do not distribute without the express authorization of the Responsible Partner.
Matter: | Dunmore Energy Holdings Ltd. — $850,000,000 9.375% Senior Secured Notes due 2032
Matter Number: | 1016-00003
Prepared By: | Claire Dempsey, Working Associate, Capital Markets
Eric Johannsen, Lead Associate, Capital Markets
Reviewed By: | Jennifer Kwon, Responsible Partner, Capital Markets
Addressee: | Internal Calderwood & Harkness LLP Engagement Team: Jennifer Kwon, Theodore Langston, Eric Johannsen, Claire Dempsey, Leonard Cross
Classification: | PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Initial Purchaser | Role | Allocation | Principal Amount
Ridgeline Capital Markets LLC | Lead Left Bookrunner | 55% | $467,500,000
Clarion Securities Inc. | Joint Bookrunner | 30% | $255,000,000
Pinnacle Partners LLC | Co-Manager | 15% | $127,500,000
Total | 100% | $850,000,000
Equity Holder | Ownership Percentage
Harborview Capital Partners Fund VI, L.P. (Delaware limited partnership) | 62.4%
Management and Directors | 18.3%
Solstice Infrastructure Fund LP (Delaware limited partnership) | 11.1%
Alderman Family Office LLC (Texas limited liability company) | 8.2%
Total | 100.0%
No. | Entity | Jurisdiction of Organization | Identification
1 | Dunmore Energy Holdings Ltd. | Cayman Islands (exempted company) | Cayman Registry No. MC-384726
2 | Dunmore upstream Finance Corp. | Delaware (corporation) | EIN 93-4728106
3 | Dunmore Nigeria E&P Ltd. | Nigeria (limited liability company) | CAC Registration
4 | Dunmore Gulf Operations LLC | Delaware (limited liability company) | Delaware File No.
5 | Dunmore Renewables LLC | Delaware (limited liability company) | Delaware File No.
6 | Dunmore Senegal S.A. | Senegal (société anonyme) | RCCM Registration
7 | Dunmore Midstream Holdings Inc. | Delaware (corporation) | Delaware File No.
8 | Dunmore Trading Ltd. | England & Wales (private limited company) | Companies House Registration
Sanctions List | Administering Body | List Version Date
OFAC Specially Designated Nationals and blocked Persons List (SDN List) | U.S. Department of the Treasury, Office of Foreign Assets Control | April 24, 2025
OFAC Sectoral Sanctions Identifications List (SSI List) | U.S. Department of the Treasury, Office of Foreign Assets Control | April 24, 2025
EU Consolidated Sanctions List | European Commission / Council of the European Union | April 23, 2025
UK OFSI Consolidated List | HM Treasury, Office of Financial Sanctions Implementation | April 24, 2025
Category | Number of Names/Entities Screened | OFAC SDN Hits | OFAC SSI Hits | EU Consolidated List Hits | UK OFSI Hits
Dunmore Group Entities | 8 | 0 | 0 | 0 | 0
Officers & Directors | 16 | 0 | 0 | 0 | 0
Equity Holders & Affiliates | 8 | 0 | 0 | 0 | 0
Material Counterparties & JV Partners | 31 | 0 | 0 | 0 | 0
Transaction Participants | 23 | 0 | 0 | 0 | 0
Total | 86 | 0 | 0 | 0 | 0

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

SANCTIONS SCREENING RESULTS SUMMARY

I. EXECUTIVE SUMMARY

II. BACKGROUND AND CONTEXT

III. SCOPE OF SCREENING

IV. METHODOLOGY

V. RESULTS

VI. CALDERWOOD & HARKNESS ANALYSIS AND EVALUATION

VII. RECOMMENDATIONS

VIII. ATTACHMENTS

Record

Parties

Dates

Amounts