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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 848-4000 Facsimile: (212) 848-4800

MEMORANDUM Attorney-Client Privileged / Work Product

Matter No. 1016-00003 May 8, 2025

TO: Jennifer Kwon, Responsible Partner Theodore Langston, Billing Partner Eric Johannsen, Lead Associate

FROM: Leonard Cross, Specialist Partner, Tax Claire Dempsey, Working Associate

RE: Withholding and Reporting Obligations Applicable to Holders of the 9.375% Senior Secured Notes due 2032 — Dunmore Energy Holdings Ltd. / Dunmore upstream Finance Corp.

PURPOSE: This memorandum analyzes the U.S. federal backup withholding, FATCA, CRS, and IRS Form W-8 requirements applicable to holders of the Notes described below for purposes of (i) inclusion in the tax disclosure section of the Offering Memorandum and (ii) structuring of paying agency arrangements under the Paying Agency Agreement with Beacon Fiduciary Services LLC.

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I. Executive Summary

The Notes consist of $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"), to be co-issued by Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted company (Registry No. MC-384726), and Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation (EIN 93-4728106, and collectively with DEH, the "Issuers"). The Notes are being placed in a private offering under Rule 144A and Regulation S under the Securities Act of 1933, as amended.

Interest on the Notes is payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025. Each semi-annual interest payment (assuming the full aggregate principal amount outstanding) will be $39,843,750 ($850,000,000 × 9.375% × ½). The Notes are being issued at 98.50% of par, resulting in original issue discount ("OID") of 1.50%, or $12,750,000 in the aggregate. This OID has significant implications for withholding and reporting, as discussed in detail in Section III.B below.

The principal withholding and reporting regimes applicable to the Notes and their holders are as follows:

(a) U.S. federal income tax withholding under Sections 1441 and 1442 of the Internal Revenue Code of 1986, as amended (the "Code"), on payments of interest and OID to non-U.S. holders;

(b) Backup withholding under Section 3406 of the Code on payments to U.S. and non-U.S. holders who fail to provide proper certifications;

(c) FATCA withholding under Sections 1471 through 1474 of the Code (the Foreign Account Tax Compliance Act, or "FATCA") on payments to certain foreign financial institutions and non-financial foreign entities that fail to comply with the applicable requirements; and

(d) Common Reporting Standard ("CRS") reporting obligations, arising primarily from DEH's incorporation in the Cayman Islands, a CRS-participating jurisdiction.

This memorandum addresses the implications of these regimes for the paying agency arrangements with Beacon Fiduciary Services LLC ("Beacon Fiduciary"), located at 240 Greenwich Street, 7th Floor, New York, NY 10007 (Sandra Mitchum, Relationship Manager), and provides recommendations for the tax disclosure section of the Offering Memorandum (the "OM").

This memorandum should be read in conjunction with the following companion documents, each prepared in connection with this offering:

• The U.S. Federal Income Tax Memorandum prepared by Leonard Cross, addressing OID computation, accrual methodology, and the federal income tax consequences to holders of the Notes;

• The Cayman Tax Status Certificate and Memorandum, prepared with input from Kincaid & Moreau LLP (Nigel Ashworth, lead Cayman counsel), addressing DEH's tax-exempt status under Cayman Islands law; and

• The Tax Covenant Commentary prepared by Leonard Cross, analyzing the gross-up and additional amounts provisions of the Indenture governing the Notes.

II. Structure of the Offering and Relevant Parties

An accurate understanding of the offering structure and the roles of each party in the payment chain is essential to the withholding and reporting analysis, because the identity, classification, and jurisdictional status of each participant determines which withholding obligations arise and which entity bears primary responsibility for compliance.

A. Issuer and Co-Issuer

Dunmore Energy Holdings Ltd. DEH is a Cayman Islands exempted company, registered under the laws of the Cayman Islands with Registry No. MC-384726. DEH is not a United States person for purposes of the Code. Its registered office is c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands. DEH's principal executive offices are located at 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands. DEH also maintains a U.S. operational office at 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056, which serves as the headquarters for Dunmore's upstream operations in the U.S. Gulf of Mexico and West Texas basins. DEH is the primary obligor on the Notes and the entity to which noteholders will look for payment of principal and interest.

Dunmore upstream Finance Corp. DUFC is a corporation organized under the laws of the State of Delaware, EIN 93-4728106. DUFC is a wholly-owned subsidiary of DEH, formed solely for the purpose of serving as co-issuer of the Notes. DUFC has no material assets other than an intercompany receivable from DEH and has no operations independent of the Notes offering. DUFC's registered agent is Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005. As a Delaware corporation, DUFC is a domestic corporation and a United States person for purposes of the Code.

Significance of the Co-Issuer Structure. The co-issuer structure is a customary arrangement in high yield offerings by non-U.S. issuers, intended to facilitate access to the U.S. capital markets and to enable DTC eligibility. However, the co-issuer structure introduces a threshold question for the withholding analysis: namely, whether payments on the Notes are treated as made by DEH (a non-U.S. person) or DUFC (a U.S. person) for purposes of Chapters 3 and 4 of the Code. Under Treasury Regulation Section 1.1441-1(b)(1), the "withholding agent" is any person, whether U.S. or foreign, that has the control, receipt, custody, disposal, or payment of an item of income of a foreign person subject to withholding. Because DUFC is a co-obligor on the Notes, and because the funds flow from DEH through DUFC (or vice versa) to the Paying Agent, the determination of which entity is the "payor" is not merely academic — it directly affects the applicable withholding regime and the allocation of withholding responsibilities. This determination must be made on the basis of the specific payment mechanics set forth in the Indenture and the Paying Agency Agreement. As discussed further below, the most prudent approach is to treat the Paying Agent as the withholding agent with respect to all payments on the Notes, regardless of which Issuer is the source of the funds.

B. Paying Agent and Transfer Agent

Beacon Fiduciary Services LLC has been appointed as Paying Agent, Registrar, and Transfer Agent under the Paying Agency Agreement to be entered into in connection with the closing of the offering (the "Paying Agency Agreement"). Beacon Fiduciary is a Delaware limited liability company with its principal offices at 240 Greenwich Street, 7th Floor, New York, NY 10007. Sandra Mitchum serves as the Relationship Manager for this engagement.

As a U.S. paying agent making payments on behalf of a foreign issuer (DEH) and a domestic co-issuer (DUFC), Beacon Fiduciary will bear withholding and reporting obligations under Chapters 3 (Sections 1441–1443 and related provisions), 4 (Sections 1471–1474, FATCA), and 61 (information reporting, Sections 6041 et seq.) of the Code. These obligations are discussed in detail in Sections III through VIII of this memorandum.

C. Trustee / Collateral Agent

Northgate Trust Company, N.A. (EIN 13-6520098) has been appointed as Trustee and Collateral Agent under the Indenture governing the Notes. Northgate's offices are located at 100 Wall Street, Suite 1600, New York, NY 10005, and William Kerrigan, Vice President, Corporate Trust, is the primary contact for this engagement.

Northgate's role as Trustee may implicate the "middleman" withholding rules under Treasury Regulation Section 1.1441-1(b)(2)(ii), under which a person who receives a payment of an amount subject to withholding on behalf of another person is treated as a withholding agent. However, in the typical structure — and consistent with the allocation contemplated by the Indenture and the Paying Agency Agreement — the Paying Agent (Beacon Fiduciary), rather than the Trustee, bears primary responsibility for withholding and reporting. The allocation of responsibility between Northgate and Beacon should be clearly delineated in the Paying Agency Agreement, as discussed in Section X.E below.

D. DTC Book-Entry

The Notes will be issued in book-entry form only, represented by one or more global notes deposited with, or on behalf of, The Depository Trust Company ("DTC") or its nominee, Cede & Co. The applicable CUSIP and ISIN identifiers are as follows:

Beneficial interests in the Notes will be represented through book entries on the records of DTC and its direct and indirect participants. DTC participants include major broker-dealers, banks, trust companies, and clearing corporations. Beneficial owners of the Notes will not receive certificated notes unless the Notes are exchanged for definitive notes in the limited circumstances described in the Indenture.

The minimum denomination of the Notes is $2,000 in principal amount, with integral multiples of $1,000 in excess thereof. This denomination structure is standard for Rule 144A high yield offerings and does not raise any specific withholding or reporting issues.

The book-entry system has significant implications for information reporting and withholding, because DTC participants and indirect participants act as intermediaries between the beneficial owners and the Paying Agent. In practice, the Paying Agent (Beacon Fiduciary) makes payments to DTC, which allocates the payments to the accounts of DTC participants, which in turn credit the accounts of beneficial owners (or further intermediaries). The withholding and reporting chain flows in the reverse direction: beneficial owners provide certifications (Forms W-8 and W-9) to their broker or DTC participant, and the intermediaries apply withholding and perform reporting based on the documentation received. This intermediary chain is discussed further in Section V.C below.

III. U.S. Federal Withholding Tax on Interest Payments

A. Withholding Under Sections 1441 and 1442

Under Sections 1441 and 1442 of the Code, payments of U.S.-source "fixed or determinable annual or periodical" ("FDAP") income — a category that includes interest and original issue discount — to non-resident alien individuals (Section 1441) and foreign corporations (Section 1442) are generally subject to withholding at a rate of 30%, unless the withholding agent can establish that a reduced rate applies. The withholding obligation falls on every "withholding agent," which is broadly defined under Treasury Regulation Section 1.1441-7(a) to include any person having the control, receipt, custody, disposal, or payment of an item of income of a foreign person subject to withholding.

Application to the Notes. Interest payments on the Notes (including OID accruals, as discussed in Section III.B), to the extent they constitute U.S.-source income, are subject to the 30% withholding tax when paid to non-U.S. holders, unless an exemption or reduction applies. The two primary avenues for reduction or elimination of withholding are (i) the portfolio interest exemption and (ii) reduction under an applicable income tax treaty.

The Portfolio Interest Exemption. Sections 871(h) and 881(c) of the Code provide an exemption from the 30% withholding tax for "portfolio interest" — that is, interest paid on obligations that are in "registered form" (as defined in Section 163(f) and Treasury Regulation Section 5f.103-1(c)) to non-U.S. holders who are not:

(i) "10-percent shareholders" of the issuer within the meaning of Section 871(h)(3) — generally, for corporate issuers, a person who owns 10% or more of the total combined voting power of all classes of stock of the issuer entitled to vote;

(ii) "controlled foreign corporations" related to the issuer within the meaning of Section 881(c)(3)(C) — i.e., CFCs that are related to the issuer through common ownership; or

(iii) banks receiving interest described in Section 881(c)(3)(A) in the ordinary course of their banking business.

The Notes will be in "registered form" for purposes of the portfolio interest exemption because they will be registered with DTC through the book-entry system. So long as a non-U.S. holder provides a valid IRS Form W-8BEN (in the case of individuals) or Form W-8BEN-E (in the case of entities), certifying its non-U.S. status and that it is not a 10-percent shareholder, a CFC related to the issuer, or a bank receiving interest in the ordinary course, interest on the Notes (including OID) paid to such holder should qualify for the portfolio interest exemption and should not be subject to the 30% withholding tax under Sections 1441 and 1442.

It should be noted that the portfolio interest exemption does not apply to interest paid to a non-U.S. holder that is a "conduit financing arrangement" within the meaning of Treasury Regulation Section 1.881-3. While the application of the conduit financing rules to holders of publicly offered notes is generally limited, the OM disclosure should include a standard reference to this limitation.

Treaty Reductions. In addition to (or as an alternative to) the portfolio interest exemption, a non-U.S. holder may be entitled to a reduced rate of withholding under an applicable income tax treaty between the United States and the holder's country of residence. The United States maintains income tax treaties with numerous countries that provide for reduced withholding rates on interest income, often 0%, 5%, 10%, or 15%, depending on the treaty. To claim a treaty-reduced rate, a non-U.S. holder must provide a valid Form W-8BEN or W-8BEN-E certifying its entitlement to the treaty benefit and providing its taxpayer identification number in its country of residence.

Determination of the "Payor" — DEH or DUFC. As noted in Section II.A above, the co-issuer structure raises the question of whether payments on the Notes are treated as made by DEH (a Cayman Islands entity and non-U.S. person) or DUFC (a Delaware corporation and U.S. person). If the payment is treated as made by DEH, the payment may not be U.S.-source income (interest paid by a foreign corporation is generally foreign-source under Section 861(a)(1), unless one of the exceptions in Section 861(a)(1)(A)–(D) applies — for example, if DEH is engaged in a U.S. trade or business and the interest is allocable thereto). If the payment is treated as made by DUFC, the payment would be U.S.-source income (interest paid by a domestic corporation is generally U.S.-source under Section 861(a)(1)).

In practice, because the Notes are co-issued by both DEH and DUFC, and because the Paying Agent (a U.S. person) will be the entity actually making payments to holders, the Paying Agent should treat the interest payments as potentially U.S.-source and subject to the Chapter 3 withholding regime. To the extent that a non-U.S. holder establishes eligibility for the portfolio interest exemption or a treaty-reduced rate, the Paying Agent may reduce or eliminate withholding. This approach is consistent with the "prudent withholding agent" standard and avoids potential liability for underwithholding. The precise source analysis is addressed in the U.S. Federal Income Tax Memorandum.

DEH's Cayman Tax-Exempt Status. DEH benefits from the Cayman Islands' zero-tax regime. The Cayman Islands does not impose income tax, withholding tax, capital gains tax, or any other direct tax on companies. DEH has applied for (or will apply for) a Tax Undertaking from the Cayman Islands government, which provides a commitment that no future tax will be imposed for a period of 20 years from the date of the undertaking. The Cayman Tax Status Certificate and Memorandum, prepared with input from Kincaid & Moreau LLP (lead Cayman counsel, Nigel Ashworth), addresses this status in detail. The Cayman tax-exempt status is relevant to the offering because it means that no Cayman-source withholding will be imposed on payments of interest or principal on the Notes, which in turn means that the tax gross-up and additional-amounts provisions of the Indenture are principally directed at U.S. withholding taxes.

Tax Gross-Up and Additional Amounts. The Indenture governing the Notes contains customary tax gross-up and additional-amounts provisions. If any withholding or deduction for or on account of any taxes is imposed by the United States (or any political subdivision or taxing authority thereof) or the Cayman Islands (or any political subdivision or taxing authority thereof) on any payment of interest or principal on the Notes, the Issuers are obligated to pay such additional amounts ("Additional Amounts") as will result in the receipt by each holder of the amount that such holder would have received had no such withholding or deduction been required. This obligation is subject to customary exceptions, including exceptions for (a) taxes imposed by reason of the holder's connection to the taxing jurisdiction other than the mere holding of the Notes, (b) taxes imposed because the holder failed to provide a required certification, (c) taxes imposed on the holder's net income, and (d) FATCA withholding (as discussed in Section VI.F below). The Tax Covenant Commentary prepared by Leonard Cross addresses these provisions in detail and should be reviewed in conjunction with this memorandum.

B. OID Considerations

The Notes are being issued at 98.50% of par, resulting in original issue discount of 1.50% of the stated principal amount, or $12,750,000 in the aggregate ($850,000,000 × 1.50%). Under Section 1273 of the Code, OID is the excess of a debt instrument's "stated redemption price at maturity" over its "issue price." Because the Notes' stated redemption price at maturity is $850,000,000 (the full principal amount) and the issue price is $837,250,000 (98.50% of par), the aggregate OID is $12,750,000.

For U.S. federal income tax purposes, OID is treated as interest that accrues over the term of the Notes on a constant-yield basis, regardless of whether any corresponding cash payment is made. U.S. holders of the Notes are required to include OID in gross income as it accrues, in advance of the receipt of cash attributable to the OID.

Withholding on OID. For withholding purposes, OID is treated as interest under Treasury Regulation Section 1.1441-2(b)(3). The withholding agent — here, Beacon Fiduciary as Paying Agent — is required to withhold on OID as it accrues, to the extent of any payment made that includes an OID component. In practice, withholding on OID for debt instruments held in book-entry form through DTC is typically applied at the time of each interest payment (to the extent that the interest payment includes an OID component) or at the time of payment of principal at maturity or upon redemption.

Practical Considerations for Beacon Fiduciary. Beacon Fiduciary, in its capacity as Paying Agent, must be able to calculate the OID that has accrued as of each payment date and to apply the appropriate withholding on the OID component of each payment. The Paying Agency Agreement should require Beacon to maintain records of the OID accrual schedule (which should be provided by the Issuers or their tax advisors at closing) and to apply withholding accordingly. The specific OID accrual schedule will be computed using the constant-yield method prescribed by Treasury Regulation Section 1.1272-1 and will be included in the U.S. Federal Income Tax Memorandum. Given that the total OID is $12,750,000 over the approximately seven-year term of the Notes, the semi-annual OID accrual will be relatively modest in comparison to the stated interest, but it must nonetheless be tracked and reported accurately.

C. Contingent Payment / Make-Whole Premium

The Indenture provides for the following optional and mandatory redemption features, each of which raises withholding questions:

Make-Whole Redemption. Prior to May 1, 2028, the Issuers may redeem some or all of the Notes at a "make-whole" redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the present value of the remaining scheduled payments of interest and principal on the Notes to be redeemed (exclusive of accrued interest to the redemption date), discounted to the redemption date on a semi-annual basis at the applicable Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest to, but excluding, the redemption date.

Optional Redemption. Commencing May 1, 2028, the Issuers may redeem some or all of the Notes at the following redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest to the redemption date:

Equity Clawback. At any time prior to May 1, 2028, the Issuers may redeem up to 40% of the aggregate principal amount of the Notes at a redemption price of 109.375% of the principal amount, plus accrued and unpaid interest, with the net cash proceeds of one or more equity offerings.

Change of Control Put. Upon a Change of Control (as defined in the Indenture), each holder will have the right to require the Issuers to repurchase all or a portion of such holder's Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest to the date of repurchase.

Withholding Analysis. The treatment of make-whole premiums, optional redemption premiums, equity clawback premiums, and change of control premiums for withholding purposes is a matter of some uncertainty under current law. The IRS has not issued definitive guidance on whether such premiums constitute "interest" (subject to withholding under Sections 1441–1442) or "gain" (generally not subject to withholding for non-U.S. holders who are not engaged in a U.S. trade or business).

The better view, and the position taken by most practitioners, is that make-whole premiums and optional redemption premiums are in the nature of compensation for the time value of money and are therefore appropriately characterized as interest for withholding purposes. However, there is authority supporting the contrary position, and the IRS could take the view that such amounts are gain from the disposition of the Notes rather than interest. The OM tax disclosure should note this uncertainty and recommend that holders consult their own tax advisors.

With respect to the change of control put at 101% plus accrued interest, the 1% premium above par is most likely treated as gain from the retirement of the Notes (rather than as interest), while the accrued interest component is clearly subject to withholding as interest. Similarly, the equity clawback premium at 109.375% includes a premium of 9.375% above par, the characterization of which is uncertain.

In light of this uncertainty, the Paying Agent should be prepared to apply withholding on the full amount of any premium paid upon redemption or repurchase, unless the holder provides certification establishing an exemption. The Paying Agency Agreement should address this issue and provide the Paying Agent with discretion to withhold on premiums to the extent required by applicable law or IRS guidance in effect at the time of the payment.

IV. Backup Withholding (Section 3406)

A. Applicability

Section 3406 of the Code imposes "backup withholding" at the applicable rate (currently 24%) on certain "reportable payments" made to payees who fail to provide proper taxpayer identification. Reportable payments include interest (including OID) and gross proceeds from the sale, exchange, retirement, or other disposition of securities, including the Notes. Backup withholding applies in the following circumstances:

(i) the payee fails to furnish its correct taxpayer identification number ("TIN") to the payor or broker;

(ii) the IRS notifies the payor or broker that the TIN furnished by the payee is incorrect ("B notice");

(iii) the IRS notifies the payor or broker that the payee has failed to report interest or dividend income on its federal income tax return (underreporter notification); or

(iv) the payee fails to certify, under penalties of perjury, that it is not subject to backup withholding.

Backup withholding is a separate and distinct regime from the Chapter 3 withholding applicable to non-U.S. holders discussed in Section III above. While Chapter 3 withholding is directed at non-U.S. holders and is imposed at a rate of up to 30%, backup withholding is primarily directed at U.S. holders (and non-U.S. holders who fail to establish their foreign status) and is imposed at 24%.

B. Certification Requirements for U.S. Holders

A U.S. holder of the Notes may avoid backup withholding by providing a properly completed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) to the Paying Agent (Beacon Fiduciary Services LLC) or, in the case of Notes held through DTC, to the applicable DTC participant or broker. On Form W-9, the holder certifies, under penalties of perjury, its correct TIN (which is its Social Security number in the case of an individual, or its employer identification number in the case of an entity) and that it is not subject to backup withholding.

Certain categories of U.S. holders are exempt from backup withholding and may so indicate on Form W-9 by entering the applicable exempt payee code. Exempt payees include, among others:

• Corporations (including S corporations);

• Organizations exempt from tax under Section 501(a) of the Code;

• Individual retirement accounts (IRAs);

• The United States or any of its agencies or instrumentalities;

• States, the District of Columbia, and U.S. possessions and their political subdivisions;

• Foreign governments and their political subdivisions under Section 892 of the Code;

• International organizations under Section 7701(a)(18) of the Code;

• Dealers in securities or commodities;

• Real estate investment trusts (REITs);

• Regulated investment companies (RICs);

• Common trust funds under Section 584(a) of the Code; and

• Entities registered with the SEC under the Investment Company Act of 1940.

Even if a holder is an exempt payee, the holder must still provide a properly completed Form W-9 to the payor or broker to establish its exempt status and avoid backup withholding.

C. Certification Requirements for Non-U.S. Holders

Non-U.S. holders of the Notes are generally exempt from backup withholding, provided they establish their non-U.S. status by furnishing the applicable Form W-8 to the Paying Agent or applicable intermediary, as described in Section V below. A non-U.S. holder who provides a valid Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, or W-8IMY (as applicable) certifying its foreign status is not subject to backup withholding with respect to payments of interest or gross proceeds.

However, if no valid Form W-8 is on file with respect to a particular non-U.S. holder, the holder may be treated as a U.S. person for backup withholding purposes, and payments to such holder may be subject to backup withholding at 24%. In theory, a holder without proper documentation could be subject to both 30% Chapter 3 withholding and 24% backup withholding. In practice, the regulations generally provide that a single withholding rate applies — if the withholding agent cannot determine the holder's status, it should apply the higher of the two rates (i.e., 30% under Chapter 3). Nonetheless, proper documentation is essential to avoid any ambiguity, and the OM disclosure should emphasize the importance of providing the applicable certification in a timely manner.

D. Backup Withholding on Sale Proceeds

Backup withholding also applies to gross proceeds from the sale, exchange, retirement, or other disposition of the Notes, including proceeds from a redemption or repurchase by the Issuers. Under Treasury Regulation Section 31.3406(b)(3)-2, brokers (including DTC participants acting as brokers) are required to apply backup withholding to gross proceeds paid to a holder if the holder has not provided proper certification (Form W-9 for U.S. holders or the applicable Form W-8 for non-U.S. holders).

The application of backup withholding to gross proceeds is particularly relevant in the context of Notes held through DTC, because the intermediaries in the DTC chain (DTC participants, indirect participants, and custodians) are the entities most likely to have direct contact with beneficial owners and to be in possession of the applicable certifications. Each intermediary in the chain is responsible for obtaining certifications from the beneficial owners whose accounts it maintains and for applying backup withholding as required.

E. Refundability

It is important to note that backup withholding is not an additional tax. Amounts withheld under Section 3406 are fully creditable against the holder's U.S. federal income tax liability. If the amount of backup withholding exceeds the holder's actual tax liability, the excess is refundable, provided the holder timely files the required information with the IRS. The OM disclosure should include this point to reassure holders that backup withholding, while potentially burdensome from a cash-flow perspective, does not result in a permanent economic cost, so long as the holder takes the appropriate steps to claim a credit or refund.

V. IRS Form W-8 Requirements

A. Overview of Applicable Forms

The IRS has prescribed a series of Form W-8 certificates for use by non-U.S. persons to establish their foreign status, claim exemptions from or reductions in U.S. withholding tax, and certify their FATCA classification. The following forms are relevant to holders of the Notes:

Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting — Individuals). This form is used by individual non-U.S. beneficial owners to (i) establish their status as non-U.S. persons, (ii) claim the portfolio interest exemption under Sections 871(h) and 881(c), and (iii) claim benefits under an applicable income tax treaty. The form requires the individual to provide, among other things, the individual's name, country of citizenship, permanent residence address, and, if claiming treaty benefits, the individual's foreign taxpayer identification number ("TIN") and the applicable treaty article and rate.

Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting — Entities). This form is used by entity non-U.S. beneficial owners to establish their foreign status, claim exemptions from or reductions in Chapter 3 withholding, and certify their FATCA (Chapter 4) classification. Part I of the form requires the entity to specify its Chapter 3 status (e.g., corporation, partnership, disregarded entity, trust, etc.) and its Chapter 4 (FATCA) status (e.g., participating FFI, deemed-compliant FFI, active NFFE, passive NFFE, etc.). The form is substantially longer and more complex than Form W-8BEN, reflecting the additional FATCA-related certifications required of entities. If the entity is a foreign financial institution ("FFI"), it must provide its Global Intermediary Identification Number ("GIIN") on Line 9a.

Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting). This form is used by foreign intermediaries (including qualified intermediaries), foreign partnerships, foreign trusts, and certain U.S. branches of foreign banks and insurance companies that receive payments on behalf of others. Form W-8IMY does not itself establish the beneficial owner's entitlement to a reduced rate of withholding; rather, it identifies the intermediary's status and must be accompanied by a withholding statement allocating the payment among the beneficial owners (and by Forms W-8 or W-9 from those beneficial owners, unless the intermediary is a qualified intermediary assuming primary withholding responsibility).

Form W-8ECI (Certificate of Foreign Person's Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States). This form is used by non-U.S. holders for whom the income from the Notes is effectively connected with the conduct of a trade or business in the United States ("ECI"). If interest on the Notes is ECI for a particular holder, the interest is not subject to the 30% withholding tax under Chapter 3 (but is instead taxed on a net basis at the regular graduated rates applicable to U.S. persons). The holder must provide a valid Form W-8ECI to the withholding agent to avoid the imposition of the 30% gross withholding.

Form W-8EXP (Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding and Reporting). This form is used by foreign governments and their agencies, foreign central banks of issue, foreign tax-exempt organizations, foreign private foundations, and international organizations to claim exemption from withholding under Section 892 or other applicable provisions. Given the high yield nature of the Notes and the energy sector focus, it is possible (though not typical) that one or more sovereign wealth funds or government-owned entities may participate in the offering, in which case Form W-8EXP would be the applicable form.

B. Validity Period and Renewal

Forms W-8 are generally valid for a period of three calendar years from the date of signing. Specifically, a Form W-8 signed on any date during a calendar year is valid through December 31 of the third succeeding calendar year, unless a change in circumstances occurs that makes any information on the form incorrect. For example, a Form W-8BEN-E signed on May 15, 2025 would be valid through December 31, 2028, absent a change in circumstances.

A "change in circumstances" includes any change in the holder's status or information that would affect the certifications made on the form — for example, a change in the holder's country of residence, a change in the holder's Chapter 4 (FATCA) status, or a change in the holder's eligibility for a treaty benefit. Upon a change in circumstances, the holder must provide an updated Form W-8 within 30 days, or the withholding agent must apply withholding at the full 30% rate.

The Paying Agent (Beacon Fiduciary) has the responsibility to track the expiration dates of all Forms W-8 on file and to request updated forms from holders (or their intermediaries) prior to expiration. In the context of book-entry notes held through DTC, this responsibility falls primarily on the DTC participants and brokers who maintain the accounts of the beneficial owners. However, Beacon Fiduciary should implement procedures to ensure that DTC participants are aware of their obligations and are cooperating in the renewal process. The Paying Agency Agreement should include specific provisions addressing this responsibility, as discussed in Section X.B below.

Documentary Evidence for Regulation S Holders. In certain cases, non-U.S. holders of Regulation S notes may establish their foreign status through documentary evidence rather than a Form W-8, pursuant to Treasury Regulation Section 1.6049-5(c). The regulations permit a withholding agent to rely on documentary evidence (such as a certificate of residence issued by the applicable tax authority, or a passport) to establish a payee's foreign status for purposes of the information reporting rules in Chapter 61. However, for purposes of Chapter 3 withholding (as opposed to information reporting), a Form W-8 is generally required. The Paying Agency Agreement should address the circumstances under which Beacon Fiduciary may rely on documentary evidence in lieu of a Form W-8.

C. Specific Requirements for DTC/Book-Entry Notes

Because the Notes will be held in book-entry form through DTC, the practical mechanics of obtaining withholding certifications differ from those applicable to certificated notes. Beneficial owners of Notes held through DTC do not provide their Forms W-8 or W-9 directly to Beacon Fiduciary (the Paying Agent). Instead, the beneficial owner provides the applicable form to its broker or DTC participant, which maintains the form in its records and applies the appropriate withholding based on the documentation received.

The intermediary withholding and reporting chain operates as follows:

1. Beacon Fiduciary (Paying Agent) makes payments to DTC (or its nominee, Cede & Co.) as the registered holder of the global notes.

2. DTC allocates the payments to the accounts of its direct participants (DTC participants) based on the positions reflected in its records.

3. DTC Participants credit the payments to the accounts of their customers (which may be beneficial owners or further intermediaries/indirect participants).

4. Beneficial Owners receive payments through the chain of intermediaries and are subject to withholding and reporting based on the certifications they have provided to their broker or DTC participant.

This intermediary structure has important implications for withholding. Beacon Fiduciary, as the Paying Agent, makes its payment to DTC without applying beneficial-owner-level withholding, because Beacon does not have information about the individual beneficial owners (DTC is the only registered holder). Instead, the DTC participants and brokers in the chain are the entities responsible for applying holder-level withholding and reporting based on the Forms W-8 and W-9 they have received from beneficial owners.

Qualified Intermediary (QI) Considerations. If a DTC participant or other intermediary in the chain is a "qualified intermediary" within the meaning of Treasury Regulation Section 1.1441-1(e)(5), the QI may assume primary withholding responsibility under its QI agreement with the IRS. A QI that has assumed primary withholding responsibility applies withholding at the time it credits the payment to the beneficial owner's account, rather than at the time it receives the payment from the withholding agent further up the chain. The QI agreement permits the QI to pool payments to beneficial owners in the same withholding rate category, simplifying the withholding and reporting process. In the context of the Notes, it is likely that some DTC participants — particularly large global custodian banks — are QIs and will assume primary withholding responsibility for payments to their customers. The Paying Agency Agreement should address the interaction between Beacon Fiduciary's withholding obligations and the QI framework.

D. Paying Agency Agreement Implications

Based on the foregoing analysis, we recommend that the Paying Agency Agreement with Beacon Fiduciary Services LLC include the following specific provisions relating to Form W-8 and W-9 requirements:

(i) Withholding Application. Beacon shall apply Chapter 3 withholding, FATCA withholding, and backup withholding, as applicable, based on the documentation received from holders, DTC, and DTC participants, and in accordance with the applicable provisions of the Code and Treasury Regulations.

(ii) Record Maintenance. Beacon shall maintain records of all Forms W-8, Forms W-9, and documentary evidence received from holders and intermediaries in connection with payments on the Notes, and shall make such records available to the Issuers upon reasonable request.

(iii) IRS Deposits. Beacon shall deposit all amounts withheld under Chapters 3, 4, and 61 of the Code with the IRS in accordance with the deposit schedules and procedures prescribed by the applicable Treasury Regulations, including Treasury Regulation Section 1.6302-2.

(iv) Information Reporting. Beacon shall file IRS Forms 1042-S, 1099-INT, 1099-OID, and 1099-B, as applicable, with respect to payments on the Notes, in accordance with the filing requirements and deadlines prescribed by the Code and Treasury Regulations, as described in Section VIII below.

Sandra Mitchum, the Beacon relationship manager for this engagement, should be contacted regarding the operational implementation of these provisions. We recommend scheduling an implementation meeting during the week of May 5, 2025, to review the withholding and reporting procedures in detail and to ensure that Beacon's systems are configured to handle the specific requirements of the Notes, including the OID accrual schedule and the FATCA due diligence procedures.

VI. FATCA (Foreign Account Tax Compliance Act — Sections 1471–1474)

A. Overview

The Foreign Account Tax Compliance Act, enacted as part of the Hiring Incentives to Restore Employment (HIRE) Act of 2010 and codified in Sections 1471 through 1474 of the Code ("FATCA"), was designed to combat tax evasion by U.S. persons holding investments in offshore accounts. FATCA imposes a 30% withholding tax on certain payments made to foreign entities that do not comply with specified identification and reporting requirements. The payments subject to FATCA withholding are termed "withholdable payments" and include:

(i) any payment of interest (including OID), dividends, rents, salaries, wages, premiums, annuities, compensations, remunerations, emoluments, and other fixed or determinable annual or periodical gains, profits, and income, if such payment is from sources within the United States; and

(ii) any gross proceeds from the sale or other disposition of any property of a type which can produce interest or dividends from sources within the United States (although, as discussed in Section VI.E below, withholding on gross proceeds has been indefinitely deferred).

FATCA applies to payments made to two categories of foreign entities:

(a) Foreign Financial Institutions ("FFIs"). An FFI is a foreign entity that (i) accepts deposits in the ordinary course of a banking or similar business, (ii) holds, as a substantial portion of its business, financial assets for the account of others, or (iii) is engaged primarily in the business of investing, reinvesting, or trading in securities, partnership interests, commodities, or any interest in such instruments. An FFI must either (A) enter into an "FFI agreement" with the IRS to identify and report information on its U.S. account holders, (B) comply with the terms of an intergovernmental agreement ("IGA") between the United States and the FFI's jurisdiction of organization, or (C) qualify for a deemed-compliant status, in order to avoid the 30% FATCA withholding on payments it receives.

(b) Non-Financial Foreign Entities ("NFFEs"). An NFFE is any foreign entity that is not an FFI. To avoid FATCA withholding, an NFFE must either (A) certify that it does not have any "substantial U.S. owners" (i.e., U.S. persons who own, directly or indirectly, more than 10% of the entity), (B) provide the identity and TIN of each substantial U.S. owner, or (C) qualify as an "excepted NFFE" (e.g., a publicly traded corporation, an active NFFE, or certain other categories).

B. Classification of DEH and DUFC

DEH. Dunmore Energy Holdings Ltd. is a Cayman Islands exempted company. Its FATCA classification depends on the nature of its activities. If DEH's primary activities consist of holding interests in its operating subsidiaries (which are engaged in oil and gas exploration and production), DEH may be classified as an NFFE — specifically, an "active NFFE" if more than 50% of its gross income for the preceding calendar year was not passive income (as defined in Section 1472(d)(2) of the Code) and less than 50% of its assets produce or are held for the production of passive income. Alternatively, if DEH is treated as an "investment entity" under the FATCA regulations (i.e., an entity that primarily conducts as a business, or is managed by an entity that conducts as a business, investing, reinvesting, or trading in financial assets), DEH could be classified as an FFI.

The Cayman Islands has entered into a Model 1 IGA with the United States, effective as of November 29, 2013. Under the Model 1 IGA, Cayman Islands financial institutions are required to report information on U.S. account holders to the Cayman Islands Tax Information Authority ("TIA"), which in turn exchanges the information with the IRS. If DEH is classified as an FFI under the Cayman Islands IGA, it must register with the IRS and obtain a Global Intermediary Identification Number ("GIIN"). If DEH is classified as an NFFE, registration is not required, but DEH must be prepared to certify its NFFE status on a Form W-8BEN-E when it receives withholdable payments.

The determination of DEH's FATCA classification is an open item that must be resolved prior to closing. We have identified this as a priority matter for Kincaid & Moreau LLP (Nigel Ashworth), and we expect confirmation of DEH's status no later than the targeted closing date of May 15, 2025.

DUFC. Dunmore upstream Finance Corp. is a domestic (Delaware) corporation. As a U.S. entity, DUFC is not subject to FATCA withholding as a payee. However, DUFC may have obligations as a "withholding agent" with respect to payments it makes to foreign persons — although, in practice, these obligations will be discharged by Beacon Fiduciary in its capacity as Paying Agent.

C. Impact on Holders

The FATCA regime affects holders of the Notes as follows:

FFI Holders. A holder that is an FFI must provide a valid Form W-8BEN-E reflecting its FATCA classification (Part I, Line 5) and its GIIN (Part I, Line 9a). If the FFI is a "participating FFI" (i.e., it has entered into an FFI agreement with the IRS) or a "reporting Model 1 FFI" (i.e., it reports under an IGA), and it provides the required information on its Form W-8BEN-E, it should not be subject to FATCA withholding. If the FFI is a "nonparticipating FFI" — meaning it has not entered into an FFI agreement and is not covered by an IGA — payments of interest on the Notes to such FFI are subject to 30% FATCA withholding.

NFFE Holders. A holder that is an NFFE must complete Part XXV (Active NFFE) or Part XXVI (Passive NFFE) of Form W-8BEN-E, as applicable. An active NFFE must certify that less than 50% of its gross income for the preceding calendar year was passive income and that less than 50% of the weighted average percentage of its assets produce or are held for the production of passive income. A passive NFFE must either certify that it has no substantial U.S. owners or identify each substantial U.S. owner, including name, address, and TIN.

Individual Holders. An individual non-U.S. holder provides a Form W-8BEN. The form requires the individual to provide a foreign TIN or, if the individual does not have a foreign TIN, a reasonable explanation for its absence. Under current IRS guidance, the absence of a foreign TIN, standing alone, does not automatically result in FATCA withholding for individual holders (as distinguished from FFIs), but the Paying Agent should flag any forms that lack a foreign TIN for further review.

Recalcitrant Account Holders and Nonparticipating FFIs. Payments to "recalcitrant account holders" (i.e., holders who fail to provide the required certifications or who provide certifications that are incomplete or unreliable) and "nonparticipating FFIs" are subject to 30% FATCA withholding. This is in addition to any Chapter 3 withholding that may apply, subject to the coordination rules discussed in Section VI.D below.

D. Interplay with Chapter 3 Withholding

FATCA withholding under Chapter 4 of the Code is applied before Chapter 3 withholding. Under Treasury Regulation Section 1.1471-2(a)(1), if a payment is subject to both Chapter 4 withholding and Chapter 3 withholding, the amount withheld under Chapter 4 is credited against the Chapter 3 withholding liability on the same payment. Accordingly, a holder whose payment is subject to 30% FATCA withholding and 30% Chapter 3 withholding will not be subject to a total withholding rate of 60%; rather, the Chapter 4 withholding satisfies the Chapter 3 obligation, and the total withholding rate remains 30%.

This coordination rule is operationally important for the Paying Agent, which must first determine whether Chapter 4 withholding applies, apply any required Chapter 4 withholding, and then determine whether any additional Chapter 3 withholding is required. In most cases, if 30% FATCA withholding has been applied, no additional Chapter 3 withholding will be required (because the Chapter 4 withholding credit fully offsets the Chapter 3 liability). However, if a different rate applies under Chapter 3 (e.g., a treaty-reduced rate), the coordination is more nuanced, and the Paying Agent must ensure that the total withholding does not exceed the applicable rate.

E. Gross Proceeds Withholding

As enacted, FATCA contemplated that the 30% withholding tax would apply not only to payments of FDAP income (such as interest) but also to "gross proceeds" from the sale or other disposition of property that can produce U.S.-source interest or dividends. Withholding on gross proceeds was originally scheduled to take effect on January 1, 2019.

However, the IRS has repeatedly deferred the effective date of gross proceeds withholding. Most recently, in Notice 2018-72 and subsequent guidance, the IRS stated that proposed regulations would be issued eliminating gross proceeds withholding under FATCA entirely. As of the date of this memorandum, final regulations eliminating gross proceeds withholding have not been published, but the IRS has effectively indicated that gross proceeds withholding will not be implemented.

The OM tax disclosure should note the current deferral of gross proceeds withholding under FATCA, with an appropriate caveat that the IRS could, in theory, reinstate gross proceeds withholding at a future date. However, based on the current trajectory of IRS guidance, we believe the risk of reinstatement is low.

F. FATCA Provisions in the Indenture

Consistent with market practice for high yield offerings by non-U.S. issuers, the Indenture should include a "FATCA savings clause" providing that the Issuers are not obligated to pay Additional Amounts in respect of any withholding or deduction imposed pursuant to FATCA. This carve-out from the gross-up obligation is standard and is included in virtually all high yield indentures with additional-amounts provisions. The rationale is that FATCA withholding is a consequence of the holder's own failure to provide the required certifications (or the failure of the holder's FFI to comply with FATCA), rather than a tax imposed on the payment itself, and it would be inappropriate to require the Issuers to bear the cost of such withholding.

The specific language of the FATCA savings clause should be coordinated with the overall gross-up and additional-amounts provisions of the Indenture. The Tax Covenant Commentary prepared by Leonard Cross addresses the drafting of these provisions in detail.

G. Operational Considerations for Beacon Fiduciary

Beacon Fiduciary, as the Paying Agent, must implement FATCA due diligence procedures to identify holders who are subject to FATCA withholding. In practice, because the Notes are held in book-entry form through DTC, Beacon's direct FATCA obligations are limited — DTC is a participating FFI, and most DTC participants are either participating FFIs or reporting Model 1 FFIs. However, Beacon must be prepared to apply FATCA withholding to any payments that it is directed to make outside the DTC system (e.g., upon the exchange of a global note for definitive notes) and must ensure that it has procedures in place to identify nonparticipating FFIs and recalcitrant account holders.

Beacon must also file Form 1042-S reporting FATCA withholding, in addition to the Chapter 3 reporting discussed in Section VIII below. The Form 1042-S requires the withholding agent to report separately any amounts withheld under Chapter 4 (FATCA) and Chapter 3, using the appropriate withholding codes.

We recommend that the Paying Agency Agreement include specific FATCA compliance provisions, requiring Beacon to:

(i) maintain its own GIIN and comply with its obligations as a participating FFI (or other applicable FATCA status);

(ii) implement FATCA due diligence procedures to identify holders subject to FATCA withholding;

(iii) apply FATCA withholding to payments to nonparticipating FFIs and recalcitrant account holders; and

(iv) file Form 1042-S with respect to FATCA withholding on payments made on the Notes.

VII. Common Reporting Standard (CRS)

A. Overview

The Common Reporting Standard ("CRS") is an information standard for the automatic exchange of financial account information developed by the Organisation for Economic Co-operation and Development ("OECD") and endorsed by the G20 in 2014. CRS is modeled on FATCA but is multilateral in scope — it establishes a common framework under which financial institutions in participating jurisdictions identify and report information on financial accounts held by tax residents of other participating jurisdictions. As of the date of this memorandum, over 100 jurisdictions have committed to implementing CRS, including the Cayman Islands, the United Kingdom, Nigeria (participation status to be confirmed), and Senegal (participation status to be confirmed).

Notably, the United States has not adopted CRS. Instead, the United States relies on its own FATCA regime and the network of bilateral IGAs to obtain financial account information from foreign jurisdictions. As a result, CRS does not impose any direct obligations on U.S. entities (such as DUFC or Beacon Fiduciary). However, CRS is relevant to this offering because DEH is incorporated in the Cayman Islands, a CRS-participating jurisdiction, and because certain holders of the Notes may be resident in CRS-participating jurisdictions.

B. Cayman Islands CRS Obligations

The Cayman Islands has adopted CRS through the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations (as amended, the "Cayman CRS Regulations"). Under the Cayman CRS Regulations, a Cayman Islands entity that qualifies as a "Reporting Financial Institution" must:

(i) register with the Cayman Islands Tax Information Authority ("TIA");

(ii) conduct due diligence on its "Financial Accounts" to identify account holders who are tax residents of "Reportable Jurisdictions" (i.e., CRS-participating jurisdictions other than the Cayman Islands and the United States); and

(iii) report information on Reportable Accounts to the TIA, which in turn exchanges the information with the tax authorities of the relevant Reportable Jurisdictions.

DEH may qualify as a "Reporting Financial Institution" under the Cayman CRS Regulations if it is classified as an "Investment Entity" — that is, an entity whose primary business consists of, or that is managed by an entity whose primary business consists of, investing, reinvesting, or trading in financial assets. If DEH is classified as an Investment Entity, the Notes and other debt instruments issued by DEH could be treated as "Financial Accounts" for CRS purposes, and the holders of such instruments could be treated as "Account Holders" subject to CRS due diligence and reporting.

Alternatively, if DEH is not classified as an Investment Entity (because its primary business activities consist of oil and gas exploration and production, rather than investing in financial assets), it may not qualify as a Reporting Financial Institution and may not have CRS due diligence and reporting obligations. The determination of DEH's CRS classification is fact-specific and depends on the nature and proportion of DEH's income and assets. This determination should be made in consultation with Cayman counsel (Kincaid & Moreau LLP, Nigel Ashworth), and we have identified it as an open item to be resolved prior to closing.

C. Impact on Offering Structure

It is important to emphasize that CRS is a reporting-only regime. Unlike FATCA, CRS does not impose any withholding tax on payments to non-compliant entities or account holders. Accordingly, CRS does not affect the economics of the Notes from the perspective of the holders. However, failure to comply with CRS obligations can result in significant penalties under Cayman Islands law, including fines imposed by the TIA. DEH's compliance with the Cayman CRS Regulations is therefore important from a corporate governance and risk management perspective.

Dunmore's General Counsel, Alistair Forde, and Cayman counsel (Kincaid & Moreau LLP, Nigel Ashworth) should confirm DEH's CRS classification and registration status with the TIA. If DEH is required to register and report under the Cayman CRS Regulations, the Paying Agency Agreement should include provisions requiring Beacon Fiduciary to cooperate with DEH's CRS due diligence efforts by providing relevant account holder information (to the extent permitted by applicable law and the terms of the Notes).

D. Holder Disclosure

Holders of the Notes who are tax residents of CRS-participating jurisdictions should be aware that information about their holdings may be reported to their home-country tax authorities through the CRS exchange mechanism. The information that may be reported includes the holder's name, address, jurisdiction of residence, TIN, account balance (principal amount of Notes held), and gross amounts of interest paid.

The OM tax disclosure should include a general statement regarding CRS reporting, along the following lines:

"The Common Reporting Standard (CRS) requires certain financial institutions in participating jurisdictions to identify and report information about financial accounts held by tax residents of other participating jurisdictions. If the Issuers or any intermediary through which payments on the Notes are made is classified as a Reporting Financial Institution under CRS, information about holders' holdings and income from the Notes may be reported to the tax authorities of the holders' jurisdictions of tax residence. Holders should consult their own tax advisors regarding the possible implications of CRS reporting on their tax affairs."

E. Other Jurisdictions

In addition to the Cayman Islands, certain other entities within the Dunmore group structure may have CRS obligations in their respective jurisdictions of organization or operation:

Dunmore Nigeria E&P Ltd. (Nigeria). Nigeria has expressed its commitment to implementing CRS, but the status of Nigeria's adoption and the effective date of its CRS regulations should be confirmed with Abayomi Chambers (Chidinma Okafor), Dunmore's Nigerian counsel.

Dunmore Senegal S.A. (Senegal). Senegal's CRS adoption status is similarly uncertain and should be confirmed with Theron Moss & Associates SARL (Moustapha Sy), Dunmore's Senegalese counsel.

Dunmore Trading Ltd. (England & Wales). The United Kingdom has fully adopted CRS through the International Tax Compliance Regulations 2015 (SI 2015/878), as amended. Dunmore Trading Ltd., as a UK-organized entity, may have CRS obligations if it qualifies as a Reporting Financial Institution under UK CRS regulations. Cresswell & Greaves LLP (Fiona Halsted) should advise on Dunmore Trading's CRS classification and reporting obligations.

While the CRS obligations of these subsidiary entities do not directly affect th

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 848-4000 Facsimile: (212) 848-4800
MEMORANDUM Attorney-Client Privileged / Work Product
Matter No. 1016-00003 May 8, 2025
TO: Jennifer Kwon, Responsible Partner Theodore Langston, Billing Partner Eric Johannsen, Lead Associate
FROM: Leonard Cross, Specialist Partner, Tax Claire Dempsey, Working Associate
RE: Withholding and Reporting Obligations Applicable to Holders of the 9.375% Senior Secured Notes due 2032 — Dunmore Energy Holdings Ltd. / Dunmore upstream Finance Corp.
PURPOSE: This memorandum analyzes the U.S. federal backup withholding, FATCA, CRS, and IRS Form W-8 requirements applicable to holders of the Notes described below for purposes of (i) inclusion in the tax disclosure section of the Offering Memorandum and (ii) structuring of paying agency arrangements under the Paying Agency Agreement with Beacon Fiduciary Services LLC.
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I. Executive Summary
The Notes consist of $850,000,000 in aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "Notes"), to be co-issued by Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted company (Registry No. MC-384726), and Dunmore upstream Finance Corp. ("DUFC"), a Delaware corporation (EIN 93-4728106, and collectively with DEH, the "Issuers"). The Notes are being placed in a private offering under Rule 144A and Regulation S under the Securities Act of 1933, as amended.
Interest on the Notes is payable semi-annually in arrears on May 1 and November 1 of each year, commencing November 1, 2025. Each semi-annual interest payment (assuming the full aggregate principal amount outstanding) will be $39,843,750 ($850,000,000 × 9.375% × ½). The Notes are being issued at 98.50% of par, resulting in original issue discount ("OID") of 1.50%, or $12,750,000 in the aggregate. This OID has significant implications for withholding and reporting, as discussed in detail in Section III.B below.
The principal withholding and reporting regimes applicable to the Notes and their holders are as follows:
(a) U.S. federal income tax withholding under Sections 1441 and 1442 of the Internal Revenue Code of 1986, as amended (the "Code"), on payments of interest and OID to non-U.S. holders;
(b) Backup withholding under Section 3406 of the Code on payments to U.S. and non-U.S. holders who fail to provide proper certifications;
(c) FATCA withholding under Sections 1471 through 1474 of the Code (the Foreign Account Tax Compliance Act, or "FATCA") on payments to certain foreign financial institutions and non-financial foreign entities that fail to comply with the applicable requirements; and
(d) Common Reporting Standard ("CRS") reporting obligations, arising primarily from DEH's incorporation in the Cayman Islands, a CRS-participating jurisdiction.
This memorandum addresses the implications of these regimes for the paying agency arrangements with Beacon Fiduciary Services LLC ("Beacon Fiduciary"), located at 240 Greenwich Street, 7th Floor, New York, NY 10007 (Sandra Mitchum, Relationship Manager), and provides recommendations for the tax disclosure section of the Offering Memorandum (the "OM").
This memorandum should be read in conjunction with the following companion documents, each prepared in connection with this offering:
• The U.S. Federal Income Tax Memorandum prepared by Leonard Cross, addressing OID computation, accrual methodology, and the federal income tax consequences to holders of the Notes;
• The Cayman Tax Status Certificate and Memorandum, prepared with input from Kincaid & Moreau LLP (Nigel Ashworth, lead Cayman counsel), addressing DEH's tax-exempt status under Cayman Islands law; and
• The Tax Covenant Commentary prepared by Leonard Cross, analyzing the gross-up and additional amounts provisions of the Indenture governing the Notes.
II. Structure of the Offering and Relevant Parties
An accurate understanding of the offering structure and the roles of each party in the payment chain is essential to the withholding and reporting analysis, because the identity, classification, and jurisdictional status of each participant determines which withholding obligations arise and which entity bears primary responsibility for compliance.
A. Issuer and Co-Issuer
Dunmore Energy Holdings Ltd. DEH is a Cayman Islands exempted company, registered under the laws of the Cayman Islands with Registry No. MC-384726. DEH is not a United States person for purposes of the Code. Its registered office is c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands. DEH's principal executive offices are located at 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands. DEH also maintains a U.S. operational office at 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056, which serves as the headquarters for Dunmore's upstream operations in the U.S. Gulf of Mexico and West Texas basins. DEH is the primary obligor on the Notes and the entity to which noteholders will look for payment of principal and interest.
Dunmore upstream Finance Corp. DUFC is a corporation organized under the laws of the State of Delaware, EIN 93-4728106. DUFC is a wholly-owned subsidiary of DEH, formed solely for the purpose of serving as co-issuer of the Notes. DUFC has no material assets other than an intercompany receivable from DEH and has no operations independent of the Notes offering. DUFC's registered agent is Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005. As a Delaware corporation, DUFC is a domestic corporation and a United States person for purposes of the Code.
Significance of the Co-Issuer Structure. The co-issuer structure is a customary arrangement in high yield offerings by non-U.S. issuers, intended to facilitate access to the U.S. capital markets and to enable DTC eligibility. However, the co-issuer structure introduces a threshold question for the withholding analysis: namely, whether payments on the Notes are treated as made by DEH (a non-U.S. person) or DUFC (a U.S. person) for purposes of Chapters 3 and 4 of the Code. Under Treasury Regulation Section 1.1441-1(b)(1), the "withholding agent" is any person, whether U.S. or foreign, that has the control, receipt, custody, disposal, or payment of an item of income of a foreign person subject to withholding. Because DUFC is a co-obligor on the Notes, and because the funds flow from DEH through DUFC (or vice versa) to the Paying Agent, the determination of which entity is the "payor" is not merely academic — it directly affects the applicable withholding regime and the allocation of withholding responsibilities. This determination must be made on the basis of the specific payment mechanics set forth in the Indenture and the Paying Agency Agreement. As discussed further below, the most prudent approach is to treat the Paying Agent as the withholding agent with respect to all payments on the Notes, regardless of which Issuer is the source of the funds.
B. Paying Agent and Transfer Agent
Beacon Fiduciary Services LLC has been appointed as Paying Agent, Registrar, and Transfer Agent under the Paying Agency Agreement to be entered into in connection with the closing of the offering (the "Paying Agency Agreement"). Beacon Fiduciary is a Delaware limited liability company with its principal offices at 240 Greenwich Street, 7th Floor, New York, NY 10007. Sandra Mitchum serves as the Relationship Manager for this engagement.
As a U.S. paying agent making payments on behalf of a foreign issuer (DEH) and a domestic co-issuer (DUFC), Beacon Fiduciary will bear withholding and reporting obligations under Chapters 3 (Sections 1441–1443 and related provisions), 4 (Sections 1471–1474, FATCA), and 61 (information reporting, Sections 6041 et seq.) of the Code. These obligations are discussed in detail in Sections III through VIII of this memorandum.
C. Trustee / Collateral Agent
Northgate Trust Company, N.A. (EIN 13-6520098) has been appointed as Trustee and Collateral Agent under the Indenture governing the Notes. Northgate's offices are located at 100 Wall Street, Suite 1600, New York, NY 10005, and William Kerrigan, Vice President, Corporate Trust, is the primary contact for this engagement.
Northgate's role as Trustee may implicate the "middleman" withholding rules under Treasury Regulation Section 1.1441-1(b)(2)(ii), under which a person who receives a payment of an amount subject to withholding on behalf of another person is treated as a withholding agent. However, in the typical structure — and consistent with the allocation contemplated by the Indenture and the Paying Agency Agreement — the Paying Agent (Beacon Fiduciary), rather than the Trustee, bears primary responsibility for withholding and reporting. The allocation of responsibility between Northgate and Beacon should be clearly delineated in the Paying Agency Agreement, as discussed in Section X.E below.
D. DTC Book-Entry
The Notes will be issued in book-entry form only, represented by one or more global notes deposited with, or on behalf of, The Depository Trust Company ("DTC") or its nominee, Cede & Co. The applicable CUSIP and ISIN identifiers are as follows:
Beneficial interests in the Notes will be represented through book entries on the records of DTC and its direct and indirect participants. DTC participants include major broker-dealers, banks, trust companies, and clearing corporations. Beneficial owners of the Notes will not receive certificated notes unless the Notes are exchanged for definitive notes in the limited circumstances described in the Indenture.
The minimum denomination of the Notes is $2,000 in principal amount, with integral multiples of $1,000 in excess thereof. This denomination structure is standard for Rule 144A high yield offerings and does not raise any specific withholding or reporting issues.
The book-entry system has significant implications for information reporting and withholding, because DTC participants and indirect participants act as intermediaries between the beneficial owners and the Paying Agent. In practice, the Paying Agent (Beacon Fiduciary) makes payments to DTC, which allocates the payments to the accounts of DTC participants, which in turn credit the accounts of beneficial owners (or further intermediaries). The withholding and reporting chain flows in the reverse direction: beneficial owners provide certifications (Forms W-8 and W-9) to their broker or DTC participant, and the intermediaries apply withholding and perform reporting based on the documentation received. This intermediary chain is discussed further in Section V.C below.
III. U.S. Federal Withholding Tax on Interest Payments
A. Withholding Under Sections 1441 and 1442
Under Sections 1441 and 1442 of the Code, payments of U.S.-source "fixed or determinable annual or periodical" ("FDAP") income — a category that includes interest and original issue discount — to non-resident alien individuals (Section 1441) and foreign corporations (Section 1442) are generally subject to withholding at a rate of 30%, unless the withholding agent can establish that a reduced rate applies. The withholding obligation falls on every "withholding agent," which is broadly defined under Treasury Regulation Section 1.1441-7(a) to include any person having the control, receipt, custody, disposal, or payment of an item of income of a foreign person subject to withholding.
Application to the Notes. Interest payments on the Notes (including OID accruals, as discussed in Section III.B), to the extent they constitute U.S.-source income, are subject to the 30% withholding tax when paid to non-U.S. holders, unless an exemption or reduction applies. The two primary avenues for reduction or elimination of withholding are (i) the portfolio interest exemption and (ii) reduction under an applicable income tax treaty.
The Portfolio Interest Exemption. Sections 871(h) and 881(c) of the Code provide an exemption from the 30% withholding tax for "portfolio interest" — that is, interest paid on obligations that are in "registered form" (as defined in Section 163(f) and Treasury Regulation Section 5f.103-1(c)) to non-U.S. holders who are not:
(i) "10-percent shareholders" of the issuer within the meaning of Section 871(h)(3) — generally, for corporate issuers, a person who owns 10% or more of the total combined voting power of all classes of stock of the issuer entitled to vote;
(ii) "controlled foreign corporations" related to the issuer within the meaning of Section 881(c)(3)(C) — i.e., CFCs that are related to the issuer through common ownership; or
(iii) banks receiving interest described in Section 881(c)(3)(A) in the ordinary course of their banking business.
The Notes will be in "registered form" for purposes of the portfolio interest exemption because they will be registered with DTC through the book-entry system. So long as a non-U.S. holder provides a valid IRS Form W-8BEN (in the case of individuals) or Form W-8BEN-E (in the case of entities), certifying its non-U.S. status and that it is not a 10-percent shareholder, a CFC related to the issuer, or a bank receiving interest in the ordinary course, interest on the Notes (including OID) paid to such holder should qualify for the portfolio interest exemption and should not be subject to the 30% withholding tax under Sections 1441 and 1442.
It should be noted that the portfolio interest exemption does not apply to interest paid to a non-U.S. holder that is a "conduit financing arrangement" within the meaning of Treasury Regulation Section 1.881-3. While the application of the conduit financing rules to holders of publicly offered notes is generally limited, the OM disclosure should include a standard reference to this limitation.
Treaty Reductions. In addition to (or as an alternative to) the portfolio interest exemption, a non-U.S. holder may be entitled to a reduced rate of withholding under an applicable income tax treaty between the United States and the holder's country of residence. The United States maintains income tax treaties with numerous countries that provide for reduced withholding rates on interest income, often 0%, 5%, 10%, or 15%, depending on the treaty. To claim a treaty-reduced rate, a non-U.S. holder must provide a valid Form W-8BEN or W-8BEN-E certifying its entitlement to the treaty benefit and providing its taxpayer identification number in its country of residence.
Determination of the "Payor" — DEH or DUFC. As noted in Section II.A above, the co-issuer structure raises the question of whether payments on the Notes are treated as made by DEH (a Cayman Islands entity and non-U.S. person) or DUFC (a Delaware corporation and U.S. person). If the payment is treated as made by DEH, the payment may not be U.S.-source income (interest paid by a foreign corporation is generally foreign-source under Section 861(a)(1), unless one of the exceptions in Section 861(a)(1)(A)–(D) applies — for example, if DEH is engaged in a U.S. trade or business and the interest is allocable thereto). If the payment is treated as made by DUFC, the payment would be U.S.-source income (interest paid by a domestic corporation is generally U.S.-source under Section 861(a)(1)).
In practice, because the Notes are co-issued by both DEH and DUFC, and because the Paying Agent (a U.S. person) will be the entity actually making payments to holders, the Paying Agent should treat the interest payments as potentially U.S.-source and subject to the Chapter 3 withholding regime. To the extent that a non-U.S. holder establishes eligibility for the portfolio interest exemption or a treaty-reduced rate, the Paying Agent may reduce or eliminate withholding. This approach is consistent with the "prudent withholding agent" standard and avoids potential liability for underwithholding. The precise source analysis is addressed in the U.S. Federal Income Tax Memorandum.
DEH's Cayman Tax-Exempt Status. DEH benefits from the Cayman Islands' zero-tax regime. The Cayman Islands does not impose income tax, withholding tax, capital gains tax, or any other direct tax on companies. DEH has applied for (or will apply for) a Tax Undertaking from the Cayman Islands government, which provides a commitment that no future tax will be imposed for a period of 20 years from the date of the undertaking. The Cayman Tax Status Certificate and Memorandum, prepared with input from Kincaid & Moreau LLP (lead Cayman counsel, Nigel Ashworth), addresses this status in detail. The Cayman tax-exempt status is relevant to the offering because it means that no Cayman-source withholding will be imposed on payments of interest or principal on the Notes, which in turn means that the tax gross-up and additional-amounts provisions of the Indenture are principally directed at U.S. withholding taxes.
Tax Gross-Up and Additional Amounts. The Indenture governing the Notes contains customary tax gross-up and additional-amounts provisions. If any withholding or deduction for or on account of any taxes is imposed by the United States (or any political subdivision or taxing authority thereof) or the Cayman Islands (or any political subdivision or taxing authority thereof) on any payment of interest or principal on the Notes, the Issuers are obligated to pay such additional amounts ("Additional Amounts") as will result in the receipt by each holder of the amount that such holder would have received had no such withholding or deduction been required. This obligation is subject to customary exceptions, including exceptions for (a) taxes imposed by reason of the holder's connection to the taxing jurisdiction other than the mere holding of the Notes, (b) taxes imposed because the holder failed to provide a required certification, (c) taxes imposed on the holder's net income, and (d) FATCA withholding (as discussed in Section VI.F below). The Tax Covenant Commentary prepared by Leonard Cross addresses these provisions in detail and should be reviewed in conjunction with this memorandum.
B. OID Considerations
The Notes are being issued at 98.50% of par, resulting in original issue discount of 1.50% of the stated principal amount, or $12,750,000 in the aggregate ($850,000,000 × 1.50%). Under Section 1273 of the Code, OID is the excess of a debt instrument's "stated redemption price at maturity" over its "issue price." Because the Notes' stated redemption price at maturity is $850,000,000 (the full principal amount) and the issue price is $837,250,000 (98.50% of par), the aggregate OID is $12,750,000.
For U.S. federal income tax purposes, OID is treated as interest that accrues over the term of the Notes on a constant-yield basis, regardless of whether any corresponding cash payment is made. U.S. holders of the Notes are required to include OID in gross income as it accrues, in advance of the receipt of cash attributable to the OID.
Withholding on OID. For withholding purposes, OID is treated as interest under Treasury Regulation Section 1.1441-2(b)(3). The withholding agent — here, Beacon Fiduciary as Paying Agent — is required to withhold on OID as it accrues, to the extent of any payment made that includes an OID component. In practice, withholding on OID for debt instruments held in book-entry form through DTC is typically applied at the time of each interest payment (to the extent that the interest payment includes an OID component) or at the time of payment of principal at maturity or upon redemption.
Practical Considerations for Beacon Fiduciary. Beacon Fiduciary, in its capacity as Paying Agent, must be able to calculate the OID that has accrued as of each payment date and to apply the appropriate withholding on the OID component of each payment. The Paying Agency Agreement should require Beacon to maintain records of the OID accrual schedule (which should be provided by the Issuers or their tax advisors at closing) and to apply withholding accordingly. The specific OID accrual schedule will be computed using the constant-yield method prescribed by Treasury Regulation Section 1.1272-1 and will be included in the U.S. Federal Income Tax Memorandum. Given that the total OID is $12,750,000 over the approximately seven-year term of the Notes, the semi-annual OID accrual will be relatively modest in comparison to the stated interest, but it must nonetheless be tracked and reported accurately.
C. Contingent Payment / Make-Whole Premium
The Indenture provides for the following optional and mandatory redemption features, each of which raises withholding questions:
Make-Whole Redemption. Prior to May 1, 2028, the Issuers may redeem some or all of the Notes at a "make-whole" redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the present value of the remaining scheduled payments of interest and principal on the Notes to be redeemed (exclusive of accrued interest to the redemption date), discounted to the redemption date on a semi-annual basis at the applicable Treasury Rate plus 50 basis points, in each case plus accrued and unpaid interest to, but excluding, the redemption date.
Optional Redemption. Commencing May 1, 2028, the Issuers may redeem some or all of the Notes at the following redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest to the redemption date:
Equity Clawback. At any time prior to May 1, 2028, the Issuers may redeem up to 40% of the aggregate principal amount of the Notes at a redemption price of 109.375% of the principal amount, plus accrued and unpaid interest, with the net cash proceeds of one or more equity offerings.
Change of Control Put. Upon a Change of Control (as defined in the Indenture), each holder will have the right to require the Issuers to repurchase all or a portion of such holder's Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest to the date of repurchase.
Withholding Analysis. The treatment of make-whole premiums, optional redemption premiums, equity clawback premiums, and change of control premiums for withholding purposes is a matter of some uncertainty under current law. The IRS has not issued definitive guidance on whether such premiums constitute "interest" (subject to withholding under Sections 1441–1442) or "gain" (generally not subject to withholding for non-U.S. holders who are not engaged in a U.S. trade or business).
The better view, and the position taken by most practitioners, is that make-whole premiums and optional redemption premiums are in the nature of compensation for the time value of money and are therefore appropriately characterized as interest for withholding purposes. However, there is authority supporting the contrary position, and the IRS could take the view that such amounts are gain from the disposition of the Notes rather than interest. The OM tax disclosure should note this uncertainty and recommend that holders consult their own tax advisors.
With respect to the change of control put at 101% plus accrued interest, the 1% premium above par is most likely treated as gain from the retirement of the Notes (rather than as interest), while the accrued interest component is clearly subject to withholding as interest. Similarly, the equity clawback premium at 109.375% includes a premium of 9.375% above par, the characterization of which is uncertain.
In light of this uncertainty, the Paying Agent should be prepared to apply withholding on the full amount of any premium paid upon redemption or repurchase, unless the holder provides certification establishing an exemption. The Paying Agency Agreement should address this issue and provide the Paying Agent with discretion to withhold on premiums to the extent required by applicable law or IRS guidance in effect at the time of the payment.
IV. Backup Withholding (Section 3406)
A. Applicability
Section 3406 of the Code imposes "backup withholding" at the applicable rate (currently 24%) on certain "reportable payments" made to payees who fail to provide proper taxpayer identification. Reportable payments include interest (including OID) and gross proceeds from the sale, exchange, retirement, or other disposition of securities, including the Notes. Backup withholding applies in the following circumstances:
(i) the payee fails to furnish its correct taxpayer identification number ("TIN") to the payor or broker;
(ii) the IRS notifies the payor or broker that the TIN furnished by the payee is incorrect ("B notice");
(iii) the IRS notifies the payor or broker that the payee has failed to report interest or dividend income on its federal income tax return (underreporter notification); or
(iv) the payee fails to certify, under penalties of perjury, that it is not subject to backup withholding.
Backup withholding is a separate and distinct regime from the Chapter 3 withholding applicable to non-U.S. holders discussed in Section III above. While Chapter 3 withholding is directed at non-U.S. holders and is imposed at a rate of up to 30%, backup withholding is primarily directed at U.S. holders (and non-U.S. holders who fail to establish their foreign status) and is imposed at 24%.
B. Certification Requirements for U.S. Holders
A U.S. holder of the Notes may avoid backup withholding by providing a properly completed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) to the Paying Agent (Beacon Fiduciary Services LLC) or, in the case of Notes held through DTC, to the applicable DTC participant or broker. On Form W-9, the holder certifies, under penalties of perjury, its correct TIN (which is its Social Security number in the case of an individual, or its employer identification number in the case of an entity) and that it is not subject to backup withholding.
Certain categories of U.S. holders are exempt from backup withholding and may so indicate on Form W-9 by entering the applicable exempt payee code. Exempt payees include, among others:
• Corporations (including S corporations);
• Organizations exempt from tax under Section 501(a) of the Code;
• Individual retirement accounts (IRAs);
• The United States or any of its agencies or instrumentalities;
• States, the District of Columbia, and U.S. possessions and their political subdivisions;
• Foreign governments and their political subdivisions under Section 892 of the Code;
• International organizations under Section 7701(a)(18) of the Code;
• Dealers in securities or commodities;
• Real estate investment trusts (REITs);
• Regulated investment companies (RICs);
• Common trust funds under Section 584(a) of the Code; and
• Entities registered with the SEC under the Investment Company Act of 1940.
Even if a holder is an exempt payee, the holder must still provide a properly completed Form W-9 to the payor or broker to establish its exempt status and avoid backup withholding.
C. Certification Requirements for Non-U.S. Holders
Non-U.S. holders of the Notes are generally exempt from backup withholding, provided they establish their non-U.S. status by furnishing the applicable Form W-8 to the Paying Agent or applicable intermediary, as described in Section V below. A non-U.S. holder who provides a valid Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, or W-8IMY (as applicable) certifying its foreign status is not subject to backup withholding with respect to payments of interest or gross proceeds.
However, if no valid Form W-8 is on file with respect to a particular non-U.S. holder, the holder may be treated as a U.S. person for backup withholding purposes, and payments to such holder may be subject to backup withholding at 24%. In theory, a holder without proper documentation could be subject to both 30% Chapter 3 withholding and 24% backup withholding. In practice, the regulations generally provide that a single withholding rate applies — if the withholding agent cannot determine the holder's status, it should apply the higher of the two rates (i.e., 30% under Chapter 3). Nonetheless, proper documentation is essential to avoid any ambiguity, and the OM disclosure should emphasize the importance of providing the applicable certification in a timely manner.
D. Backup Withholding on Sale Proceeds
Backup withholding also applies to gross proceeds from the sale, exchange, retirement, or other disposition of the Notes, including proceeds from a redemption or repurchase by the Issuers. Under Treasury Regulation Section 31.3406(b)(3)-2, brokers (including DTC participants acting as brokers) are required to apply backup withholding to gross proceeds paid to a holder if the holder has not provided proper certification (Form W-9 for U.S. holders or the applicable Form W-8 for non-U.S. holders).
The application of backup withholding to gross proceeds is particularly relevant in the context of Notes held through DTC, because the intermediaries in the DTC chain (DTC participants, indirect participants, and custodians) are the entities most likely to have direct contact with beneficial owners and to be in possession of the applicable certifications. Each intermediary in the chain is responsible for obtaining certifications from the beneficial owners whose accounts it maintains and for applying backup withholding as required.
E. Refundability
It is important to note that backup withholding is not an additional tax. Amounts withheld under Section 3406 are fully creditable against the holder's U.S. federal income tax liability. If the amount of backup withholding exceeds the holder's actual tax liability, the excess is refundable, provided the holder timely files the required information with the IRS. The OM disclosure should include this point to reassure holders that backup withholding, while potentially burdensome from a cash-flow perspective, does not result in a permanent economic cost, so long as the holder takes the appropriate steps to claim a credit or refund.
V. IRS Form W-8 Requirements
A. Overview of Applicable Forms
The IRS has prescribed a series of Form W-8 certificates for use by non-U.S. persons to establish their foreign status, claim exemptions from or reductions in U.S. withholding tax, and certify their FATCA classification. The following forms are relevant to holders of the Notes:
Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting — Individuals). This form is used by individual non-U.S. beneficial owners to (i) establish their status as non-U.S. persons, (ii) claim the portfolio interest exemption under Sections 871(h) and 881(c), and (iii) claim benefits under an applicable income tax treaty. The form requires the individual to provide, among other things, the individual's name, country of citizenship, permanent residence address, and, if claiming treaty benefits, the individual's foreign taxpayer identification number ("TIN") and the applicable treaty article and rate.
Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting — Entities). This form is used by entity non-U.S. beneficial owners to establish their foreign status, claim exemptions from or reductions in Chapter 3 withholding, and certify their FATCA (Chapter 4) classification. Part I of the form requires the entity to specify its Chapter 3 status (e.g., corporation, partnership, disregarded entity, trust, etc.) and its Chapter 4 (FATCA) status (e.g., participating FFI, deemed-compliant FFI, active NFFE, passive NFFE, etc.). The form is substantially longer and more complex than Form W-8BEN, reflecting the additional FATCA-related certifications required of entities. If the entity is a foreign financial institution ("FFI"), it must provide its Global Intermediary Identification Number ("GIIN") on Line 9a.
Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting). This form is used by foreign intermediaries (including qualified intermediaries), foreign partnerships, foreign trusts, and certain U.S. branches of foreign banks and insurance companies that receive payments on behalf of others. Form W-8IMY does not itself establish the beneficial owner's entitlement to a reduced rate of withholding; rather, it identifies the intermediary's status and must be accompanied by a withholding statement allocating the payment among the beneficial owners (and by Forms W-8 or W-9 from those beneficial owners, unless the intermediary is a qualified intermediary assuming primary withholding responsibility).
Form W-8ECI (Certificate of Foreign Person's Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States). This form is used by non-U.S. holders for whom the income from the Notes is effectively connected with the conduct of a trade or business in the United States ("ECI"). If interest on the Notes is ECI for a particular holder, the interest is not subject to the 30% withholding tax under Chapter 3 (but is instead taxed on a net basis at the regular graduated rates applicable to U.S. persons). The holder must provide a valid Form W-8ECI to the withholding agent to avoid the imposition of the 30% gross withholding.
Form W-8EXP (Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding and Reporting). This form is used by foreign governments and their agencies, foreign central banks of issue, foreign tax-exempt organizations, foreign private foundations, and international organizations to claim exemption from withholding under Section 892 or other applicable provisions. Given the high yield nature of the Notes and the energy sector focus, it is possible (though not typical) that one or more sovereign wealth funds or government-owned entities may participate in the offering, in which case Form W-8EXP would be the applicable form.
B. Validity Period and Renewal
Forms W-8 are generally valid for a period of three calendar years from the date of signing. Specifically, a Form W-8 signed on any date during a calendar year is valid through December 31 of the third succeeding calendar year, unless a change in circumstances occurs that makes any information on the form incorrect. For example, a Form W-8BEN-E signed on May 15, 2025 would be valid through December 31, 2028, absent a change in circumstances.
A "change in circumstances" includes any change in the holder's status or information that would affect the certifications made on the form — for example, a change in the holder's country of residence, a change in the holder's Chapter 4 (FATCA) status, or a change in the holder's eligibility for a treaty benefit. Upon a change in circumstances, the holder must provide an updated Form W-8 within 30 days, or the withholding agent must apply withholding at the full 30% rate.
The Paying Agent (Beacon Fiduciary) has the responsibility to track the expiration dates of all Forms W-8 on file and to request updated forms from holders (or their intermediaries) prior to expiration. In the context of book-entry notes held through DTC, this responsibility falls primarily on the DTC participants and brokers who maintain the accounts of the beneficial owners. However, Beacon Fiduciary should implement procedures to ensure that DTC participants are aware of their obligations and are cooperating in the renewal process. The Paying Agency Agreement should include specific provisions addressing this responsibility, as discussed in Section X.B below.
Documentary Evidence for Regulation S Holders. In certain cases, non-U.S. holders of Regulation S notes may establish their foreign status through documentary evidence rather than a Form W-8, pursuant to Treasury Regulation Section 1.6049-5(c). The regulations permit a withholding agent to rely on documentary evidence (such as a certificate of residence issued by the applicable tax authority, or a passport) to establish a payee's foreign status for purposes of the information reporting rules in Chapter 61. However, for purposes of Chapter 3 withholding (as opposed to information reporting), a Form W-8 is generally required. The Paying Agency Agreement should address the circumstances under which Beacon Fiduciary may rely on documentary evidence in lieu of a Form W-8.
C. Specific Requirements for DTC/Book-Entry Notes
Because the Notes will be held in book-entry form through DTC, the practical mechanics of obtaining withholding certifications differ from those applicable to certificated notes. Beneficial owners of Notes held through DTC do not provide their Forms W-8 or W-9 directly to Beacon Fiduciary (the Paying Agent). Instead, the beneficial owner provides the applicable form to its broker or DTC participant, which maintains the form in its records and applies the appropriate withholding based on the documentation received.
The intermediary withholding and reporting chain operates as follows:
1. Beacon Fiduciary (Paying Agent) makes payments to DTC (or its nominee, Cede & Co.) as the registered holder of the global notes.
2. DTC allocates the payments to the accounts of its direct participants (DTC participants) based on the positions reflected in its records.
3. DTC Participants credit the payments to the accounts of their customers (which may be beneficial owners or further intermediaries/indirect participants).
4. Beneficial Owners receive payments through the chain of intermediaries and are subject to withholding and reporting based on the certifications they have provided to their broker or DTC participant.
This intermediary structure has important implications for withholding. Beacon Fiduciary, as the Paying Agent, makes its payment to DTC without applying beneficial-owner-level withholding, because Beacon does not have information about the individual beneficial owners (DTC is the only registered holder). Instead, the DTC participants and brokers in the chain are the entities responsible for applying holder-level withholding and reporting based on the Forms W-8 and W-9 they have received from beneficial owners.
Qualified Intermediary (QI) Considerations. If a DTC participant or other intermediary in the chain is a "qualified intermediary" within the meaning of Treasury Regulation Section 1.1441-1(e)(5), the QI may assume primary withholding responsibility under its QI agreement with the IRS. A QI that has assumed primary withholding responsibility applies withholding at the time it credits the payment to the beneficial owner's account, rather than at the time it receives the payment from the withholding agent further up the chain. The QI agreement permits the QI to pool payments to beneficial owners in the same withholding rate category, simplifying the withholding and reporting process. In the context of the Notes, it is likely that some DTC participants — particularly large global custodian banks — are QIs and will assume primary withholding responsibility for payments to their customers. The Paying Agency Agreement should address the interaction between Beacon Fiduciary's withholding obligations and the QI framework.
D. Paying Agency Agreement Implications
Based on the foregoing analysis, we recommend that the Paying Agency Agreement with Beacon Fiduciary Services LLC include the following specific provisions relating to Form W-8 and W-9 requirements:
(i) Withholding Application. Beacon shall apply Chapter 3 withholding, FATCA withholding, and backup withholding, as applicable, based on the documentation received from holders, DTC, and DTC participants, and in accordance with the applicable provisions of the Code and Treasury Regulations.
(ii) Record Maintenance. Beacon shall maintain records of all Forms W-8, Forms W-9, and documentary evidence received from holders and intermediaries in connection with payments on the Notes, and shall make such records available to the Issuers upon reasonable request.
(iii) IRS Deposits. Beacon shall deposit all amounts withheld under Chapters 3, 4, and 61 of the Code with the IRS in accordance with the deposit schedules and procedures prescribed by the applicable Treasury Regulations, including Treasury Regulation Section 1.6302-2.
(iv) Information Reporting. Beacon shall file IRS Forms 1042-S, 1099-INT, 1099-OID, and 1099-B, as applicable, with respect to payments on the Notes, in accordance with the filing requirements and deadlines prescribed by the Code and Treasury Regulations, as described in Section VIII below.
Sandra Mitchum, the Beacon relationship manager for this engagement, should be contacted regarding the operational implementation of these provisions. We recommend scheduling an implementation meeting during the week of May 5, 2025, to review the withholding and reporting procedures in detail and to ensure that Beacon's systems are configured to handle the specific requirements of the Notes, including the OID accrual schedule and the FATCA due diligence procedures.
VI. FATCA (Foreign Account Tax Compliance Act — Sections 1471–1474)
A. Overview
The Foreign Account Tax Compliance Act, enacted as part of the Hiring Incentives to Restore Employment (HIRE) Act of 2010 and codified in Sections 1471 through 1474 of the Code ("FATCA"), was designed to combat tax evasion by U.S. persons holding investments in offshore accounts. FATCA imposes a 30% withholding tax on certain payments made to foreign entities that do not comply with specified identification and reporting requirements. The payments subject to FATCA withholding are termed "withholdable payments" and include:
(i) any payment of interest (including OID), dividends, rents, salaries, wages, premiums, annuities, compensations, remunerations, emoluments, and other fixed or determinable annual or periodical gains, profits, and income, if such payment is from sources within the United States; and
(ii) any gross proceeds from the sale or other disposition of any property of a type which can produce interest or dividends from sources within the United States (although, as discussed in Section VI.E below, withholding on gross proceeds has been indefinitely deferred).
FATCA applies to payments made to two categories of foreign entities:
(a) Foreign Financial Institutions ("FFIs"). An FFI is a foreign entity that (i) accepts deposits in the ordinary course of a banking or similar business, (ii) holds, as a substantial portion of its business, financial assets for the account of others, or (iii) is engaged primarily in the business of investing, reinvesting, or trading in securities, partnership interests, commodities, or any interest in such instruments. An FFI must either (A) enter into an "FFI agreement" with the IRS to identify and report information on its U.S. account holders, (B) comply with the terms of an intergovernmental agreement ("IGA") between the United States and the FFI's jurisdiction of organization, or (C) qualify for a deemed-compliant status, in order to avoid the 30% FATCA withholding on payments it receives.
(b) Non-Financial Foreign Entities ("NFFEs"). An NFFE is any foreign entity that is not an FFI. To avoid FATCA withholding, an NFFE must either (A) certify that it does not have any "substantial U.S. owners" (i.e., U.S. persons who own, directly or indirectly, more than 10% of the entity), (B) provide the identity and TIN of each substantial U.S. owner, or (C) qualify as an "excepted NFFE" (e.g., a publicly traded corporation, an active NFFE, or certain other categories).
B. Classification of DEH and DUFC
DEH. Dunmore Energy Holdings Ltd. is a Cayman Islands exempted company. Its FATCA classification depends on the nature of its activities. If DEH's primary activities consist of holding interests in its operating subsidiaries (which are engaged in oil and gas exploration and production), DEH may be classified as an NFFE — specifically, an "active NFFE" if more than 50% of its gross income for the preceding calendar year was not passive income (as defined in Section 1472(d)(2) of the Code) and less than 50% of its assets produce or are held for the production of passive income. Alternatively, if DEH is treated as an "investment entity" under the FATCA regulations (i.e., an entity that primarily conducts as a business, or is managed by an entity that conducts as a business, investing, reinvesting, or trading in financial assets), DEH could be classified as an FFI.
The Cayman Islands has entered into a Model 1 IGA with the United States, effective as of November 29, 2013. Under the Model 1 IGA, Cayman Islands financial institutions are required to report information on U.S. account holders to the Cayman Islands Tax Information Authority ("TIA"), which in turn exchanges the information with the IRS. If DEH is classified as an FFI under the Cayman Islands IGA, it must register with the IRS and obtain a Global Intermediary Identification Number ("GIIN"). If DEH is classified as an NFFE, registration is not required, but DEH must be prepared to certify its NFFE status on a Form W-8BEN-E when it receives withholdable payments.
The determination of DEH's FATCA classification is an open item that must be resolved prior to closing. We have identified this as a priority matter for Kincaid & Moreau LLP (Nigel Ashworth), and we expect confirmation of DEH's status no later than the targeted closing date of May 15, 2025.
DUFC. Dunmore upstream Finance Corp. is a domestic (Delaware) corporation. As a U.S. entity, DUFC is not subject to FATCA withholding as a payee. However, DUFC may have obligations as a "withholding agent" with respect to payments it makes to foreign persons — although, in practice, these obligations will be discharged by Beacon Fiduciary in its capacity as Paying Agent.
C. Impact on Holders
The FATCA regime affects holders of the Notes as follows:
FFI Holders. A holder that is an FFI must provide a valid Form W-8BEN-E reflecting its FATCA classification (Part I, Line 5) and its GIIN (Part I, Line 9a). If the FFI is a "participating FFI" (i.e., it has entered into an FFI agreement with the IRS) or a "reporting Model 1 FFI" (i.e., it reports under an IGA), and it provides the required information on its Form W-8BEN-E, it should not be subject to FATCA withholding. If the FFI is a "nonparticipating FFI" — meaning it has not entered into an FFI agreement and is not covered by an IGA — payments of interest on the Notes to such FFI are subject to 30% FATCA withholding.
NFFE Holders. A holder that is an NFFE must complete Part XXV (Active NFFE) or Part XXVI (Passive NFFE) of Form W-8BEN-E, as applicable. An active NFFE must certify that less than 50% of its gross income for the preceding calendar year was passive income and that less than 50% of the weighted average percentage of its assets produce or are held for the production of passive income. A passive NFFE must either certify that it has no substantial U.S. owners or identify each substantial U.S. owner, including name, address, and TIN.
Individual Holders. An individual non-U.S. holder provides a Form W-8BEN. The form requires the individual to provide a foreign TIN or, if the individual does not have a foreign TIN, a reasonable explanation for its absence. Under current IRS guidance, the absence of a foreign TIN, standing alone, does not automatically result in FATCA withholding for individual holders (as distinguished from FFIs), but the Paying Agent should flag any forms that lack a foreign TIN for further review.
Recalcitrant Account Holders and Nonparticipating FFIs. Payments to "recalcitrant account holders" (i.e., holders who fail to provide the required certifications or who provide certifications that are incomplete or unreliable) and "nonparticipating FFIs" are subject to 30% FATCA withholding. This is in addition to any Chapter 3 withholding that may apply, subject to the coordination rules discussed in Section VI.D below.
D. Interplay with Chapter 3 Withholding
FATCA withholding under Chapter 4 of the Code is applied before Chapter 3 withholding. Under Treasury Regulation Section 1.1471-2(a)(1), if a payment is subject to both Chapter 4 withholding and Chapter 3 withholding, the amount withheld under Chapter 4 is credited against the Chapter 3 withholding liability on the same payment. Accordingly, a holder whose payment is subject to 30% FATCA withholding and 30% Chapter 3 withholding will not be subject to a total withholding rate of 60%; rather, the Chapter 4 withholding satisfies the Chapter 3 obligation, and the total withholding rate remains 30%.
This coordination rule is operationally important for the Paying Agent, which must first determine whether Chapter 4 withholding applies, apply any required Chapter 4 withholding, and then determine whether any additional Chapter 3 withholding is required. In most cases, if 30% FATCA withholding has been applied, no additional Chapter 3 withholding will be required (because the Chapter 4 withholding credit fully offsets the Chapter 3 liability). However, if a different rate applies under Chapter 3 (e.g., a treaty-reduced rate), the coordination is more nuanced, and the Paying Agent must ensure that the total withholding does not exceed the applicable rate.
E. Gross Proceeds Withholding
As enacted, FATCA contemplated that the 30% withholding tax would apply not only to payments of FDAP income (such as interest) but also to "gross proceeds" from the sale or other disposition of property that can produce U.S.-source interest or dividends. Withholding on gross proceeds was originally scheduled to take effect on January 1, 2019.
However, the IRS has repeatedly deferred the effective date of gross proceeds withholding. Most recently, in Notice 2018-72 and subsequent guidance, the IRS stated that proposed regulations would be issued eliminating gross proceeds withholding under FATCA entirely. As of the date of this memorandum, final regulations eliminating gross proceeds withholding have not been published, but the IRS has effectively indicated that gross proceeds withholding will not be implemented.
The OM tax disclosure should note the current deferral of gross proceeds withholding under FATCA, with an appropriate caveat that the IRS could, in theory, reinstate gross proceeds withholding at a future date. However, based on the current trajectory of IRS guidance, we believe the risk of reinstatement is low.
F. FATCA Provisions in the Indenture
Consistent with market practice for high yield offerings by non-U.S. issuers, the Indenture should include a "FATCA savings clause" providing that the Issuers are not obligated to pay Additional Amounts in respect of any withholding or deduction imposed pursuant to FATCA. This carve-out from the gross-up obligation is standard and is included in virtually all high yield indentures with additional-amounts provisions. The rationale is that FATCA withholding is a consequence of the holder's own failure to provide the required certifications (or the failure of the holder's FFI to comply with FATCA), rather than a tax imposed on the payment itself, and it would be inappropriate to require the Issuers to bear the cost of such withholding.
The specific language of the FATCA savings clause should be coordinated with the overall gross-up and additional-amounts provisions of the Indenture. The Tax Covenant Commentary prepared by Leonard Cross addresses the drafting of these provisions in detail.
G. Operational Considerations for Beacon Fiduciary
Beacon Fiduciary, as the Paying Agent, must implement FATCA due diligence procedures to identify holders who are subject to FATCA withholding. In practice, because the Notes are held in book-entry form through DTC, Beacon's direct FATCA obligations are limited — DTC is a participating FFI, and most DTC participants are either participating FFIs or reporting Model 1 FFIs. However, Beacon must be prepared to apply FATCA withholding to any payments that it is directed to make outside the DTC system (e.g., upon the exchange of a global note for definitive notes) and must ensure that it has procedures in place to identify nonparticipating FFIs and recalcitrant account holders.
Beacon must also file Form 1042-S reporting FATCA withholding, in addition to the Chapter 3 reporting discussed in Section VIII below. The Form 1042-S requires the withholding agent to report separately any amounts withheld under Chapter 4 (FATCA) and Chapter 3, using the appropriate withholding codes.
We recommend that the Paying Agency Agreement include specific FATCA compliance provisions, requiring Beacon to:
(i) maintain its own GIIN and comply with its obligations as a participating FFI (or other applicable FATCA status);
(ii) implement FATCA due diligence procedures to identify holders subject to FATCA withholding;
(iii) apply FATCA withholding to payments to nonparticipating FFIs and recalcitrant account holders; and
(iv) file Form 1042-S with respect to FATCA withholding on payments made on the Notes.
VII. Common Reporting Standard (CRS)
A. Overview
The Common Reporting Standard ("CRS") is an information standard for the automatic exchange of financial account information developed by the Organisation for Economic Co-operation and Development ("OECD") and endorsed by the G20 in 2014. CRS is modeled on FATCA but is multilateral in scope — it establishes a common framework under which financial institutions in participating jurisdictions identify and report information on financial accounts held by tax residents of other participating jurisdictions. As of the date of this memorandum, over 100 jurisdictions have committed to implementing CRS, including the Cayman Islands, the United Kingdom, Nigeria (participation status to be confirmed), and Senegal (participation status to be confirmed).
Notably, the United States has not adopted CRS. Instead, the United States relies on its own FATCA regime and the network of bilateral IGAs to obtain financial account information from foreign jurisdictions. As a result, CRS does not impose any direct obligations on U.S. entities (such as DUFC or Beacon Fiduciary). However, CRS is relevant to this offering because DEH is incorporated in the Cayman Islands, a CRS-participating jurisdiction, and because certain holders of the Notes may be resident in CRS-participating jurisdictions.
B. Cayman Islands CRS Obligations
The Cayman Islands has adopted CRS through the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations (as amended, the "Cayman CRS Regulations"). Under the Cayman CRS Regulations, a Cayman Islands entity that qualifies as a "Reporting Financial Institution" must:
(i) register with the Cayman Islands Tax Information Authority ("TIA");
(ii) conduct due diligence on its "Financial Accounts" to identify account holders who are tax residents of "Reportable Jurisdictions" (i.e., CRS-participating jurisdictions other than the Cayman Islands and the United States); and
(iii) report information on Reportable Accounts to the TIA, which in turn exchanges the information with the tax authorities of the relevant Reportable Jurisdictions.
DEH may qualify as a "Reporting Financial Institution" under the Cayman CRS Regulations if it is classified as an "Investment Entity" — that is, an entity whose primary business consists of, or that is managed by an entity whose primary business consists of, investing, reinvesting, or trading in financial assets. If DEH is classified as an Investment Entity, the Notes and other debt instruments issued by DEH could be treated as "Financial Accounts" for CRS purposes, and the holders of such instruments could be treated as "Account Holders" subject to CRS due diligence and reporting.
Alternatively, if DEH is not classified as an Investment Entity (because its primary business activities consist of oil and gas exploration and production, rather than investing in financial assets), it may not qualify as a Reporting Financial Institution and may not have CRS due diligence and reporting obligations. The determination of DEH's CRS classification is fact-specific and depends on the nature and proportion of DEH's income and assets. This determination should be made in consultation with Cayman counsel (Kincaid & Moreau LLP, Nigel Ashworth), and we have identified it as an open item to be resolved prior to closing.
C. Impact on Offering Structure
It is important to emphasize that CRS is a reporting-only regime. Unlike FATCA, CRS does not impose any withholding tax on payments to non-compliant entities or account holders. Accordingly, CRS does not affect the economics of the Notes from the perspective of the holders. However, failure to comply with CRS obligations can result in significant penalties under Cayman Islands law, including fines imposed by the TIA. DEH's compliance with the Cayman CRS Regulations is therefore important from a corporate governance and risk management perspective.
Dunmore's General Counsel, Alistair Forde, and Cayman counsel (Kincaid & Moreau LLP, Nigel Ashworth) should confirm DEH's CRS classification and registration status with the TIA. If DEH is required to register and report under the Cayman CRS Regulations, the Paying Agency Agreement should include provisions requiring Beacon Fiduciary to cooperate with DEH's CRS due diligence efforts by providing relevant account holder information (to the extent permitted by applicable law and the terms of the Notes).
D. Holder Disclosure
Holders of the Notes who are tax residents of CRS-participating jurisdictions should be aware that information about their holdings may be reported to their home-country tax authorities through the CRS exchange mechanism. The information that may be reported includes the holder's name, address, jurisdiction of residence, TIN, account balance (principal amount of Notes held), and gross amounts of interest paid.
The OM tax disclosure should include a general statement regarding CRS reporting, along the following lines:
"The Common Reporting Standard (CRS) requires certain financial institutions in participating jurisdictions to identify and report information about financial accounts held by tax residents of other participating jurisdictions. If the Issuers or any intermediary through which payments on the Notes are made is classified as a Reporting Financial Institution under CRS, information about holders' holdings and income from the Notes may be reported to the tax authorities of the holders' jurisdictions of tax residence. Holders should consult their own tax advisors regarding the possible implications of CRS reporting on their tax affairs."
E. Other Jurisdictions
In addition to the Cayman Islands, certain other entities within the Dunmore group structure may have CRS obligations in their respective jurisdictions of organization or operation:
Dunmore Nigeria E&P Ltd. (Nigeria). Nigeria has expressed its commitment to implementing CRS, but the status of Nigeria's adoption and the effective date of its CRS regulations should be confirmed with Abayomi Chambers (Chidinma Okafor), Dunmore's Nigerian counsel.
Dunmore Senegal S.A. (Senegal). Senegal's CRS adoption status is similarly uncertain and should be confirmed with Theron Moss & Associates SARL (Moustapha Sy), Dunmore's Senegalese counsel.
Dunmore Trading Ltd. (England & Wales). The United Kingdom has fully adopted CRS through the International Tax Compliance Regulations 2015 (SI 2015/878), as amended. Dunmore Trading Ltd., as a UK-organized entity, may have CRS obligations if it qualifies as a Reporting Financial Institution under UK CRS regulations. Cresswell & Greaves LLP (Fiona Halsted) should advise on Dunmore Trading's CRS classification and reporting obligations.
While the CRS obligations of these subsidiary entities do not directly affect th

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