1016-00005 · Dunmore Energy Holdings · Engagement & Conflicts

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / WORK PRODUCT

TO: Calderwood & Harkness LLP Conflicts Committee; File — C&H Matter No. 1016-00005

FROM: George Trujillo, Responsible Partner, Energy & Infrastructure Practice Group, Calderwood & Harkness LLP, 1601 K Street NW, Suite 900, Washington, DC 20006

DATE: May 10, 2022

RE: Conflict Waiver Analysis and Documentation — Dual Role of Patricia Dunmore as (i) Founder, Chairperson, and 72% Controlling Shareholder of Dunmore Energy Holdings Ltd. and (ii) Billing Partner at Calderwood & Harkness LLP in Connection with FERC Docket Nos. RP22-847-000 and RP22-847-001

MATTER: Ridgeline Midstream Services LLC — FERC Rate and Interconnection Proceeding (C&H Matter No. 1016-00005)

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I. Purpose and Summary

The purpose of this memorandum is to memorialize the identification, analysis, and resolution of a concurrent conflict of interest arising from the dual role of Patricia Dunmore in the above-referenced engagement. This memorandum has been prepared for the Calderwood & Harkness LLP ("C&H" or the "Firm") Conflicts Committee and for inclusion in the engagement file to provide a complete contemporaneous record of the Firm's compliance with its obligations under the applicable rules of professional conduct.

Patricia Dunmore simultaneously occupies two distinct roles that are material to this engagement. First, she is the Founder, Chairperson of the Board of Directors, and controlling shareholder — holding a 72% equity interest — of Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted limited company (Cayman Registry No. CR-381204), which is the client entity in this matter. Second, she is a partner at Calderwood & Harkness LLP, designated as the billing partner on C&H Matter No. 1016-00005. This dual role as both the controlling principal of the client and a partner at the law firm representing that client gives rise to a personal-interest conflict that must be addressed under the applicable rules of professional conduct before the engagement may proceed.

The engagement concerns the representation of DEH and its wholly-owned United States subsidiary, Ridgeline Midstream Services LLC ("Ridgeline" or "RMS"), a Delaware limited liability company (EIN 87-4231956), in proceedings before the Federal Energy Regulatory Commission ("FERC" or the "Commission"). Ridgeline seeks approval of an initial tariff rate for interstate natural gas transportation service on the Ridgeline Pipeline System, as well as authorization for physical interconnection with Appalachian Trunk Pipeline Company, LLC ("ATPC"). The proceeding has been assigned FERC Docket No. RP22-847-000 for the rate case and FERC Docket No. RP22-847-001 for the interconnection application.

After careful analysis, the summary conclusion of this memorandum is as follows: The conflict is consentable under both the New York Rules of Professional Conduct and the District of Columbia Rules of Professional Conduct, and it has been properly waived through informed written consent from DEH (in its capacity as client, acting through its independent directors with Ms. Dunmore recused) and through C&H's Conflicts Committee approval. The engagement may proceed subject to ongoing monitoring obligations and structural safeguards described in detail herein. An engagement letter dated May 10, 2022, has been executed contemporaneously with this memorandum. George Trujillo has been designated as the Responsible Partner on this matter, with day-to-day decision-making authority over all substantive legal work product and strategy, in order to insulate the Firm's exercise of independent professional judgment from any actual or potential influence arising from Ms. Dunmore's personal financial interest in the client entity.

II. Background

A. The Client and the Engagement

Dunmore Energy Holdings Ltd. ("DEH") is a Cayman Islands-domiciled strategic private energy company focused on midstream natural gas infrastructure and renewable energy development in the Appalachian Basin and Mid-Atlantic region of the United States. DEH was founded by Patricia Dunmore in 2009 and has grown substantially over the past thirteen years. Based on the most recent internal valuation prepared by management and reviewed by Ridgepoint Appraisal & Valuation Inc. as of December 31, 2023, DEH has an estimated enterprise value of approximately $2.8 billion. The company reported annual consolidated revenue of approximately $485 million for fiscal year 2023.

DEH's portfolio of operating assets includes approximately 1,200 miles of midstream gathering and transportation pipelines across West Virginia and southwestern Pennsylvania, two cryogenic natural gas processing plants with aggregate processing capacity, and a 250-megawatt wind energy portfolio currently under various stages of development. The company employs approximately 640 individuals across its operating subsidiaries and maintains its principal executive offices in Charleston, West Virginia and its financial and administrative headquarters in Grand Cayman.

Ridgeline Midstream Services LLC is DEH's wholly-owned subsidiary, holding 100% of the membership interests in the entity. Ridgeline is organized under the laws of the State of Delaware, with its principal office located at 700 Kanawha Boulevard East, Suite 1400, Charleston, WV 25301. Its registered agent for service of process is Capitol Filings Inc., 1209 Orange Street, Wilmington, DE 19801. Ridgeline was formed for the purpose of owning and operating the Ridgeline Pipeline System and conducting FERC-jurisdictional interstate natural gas transportation services.

The Ridgeline Pipeline System is a 187-mile, 24-inch-diameter high-pressure natural gas transmission pipeline extending from the Wetzel County Interconnect in Wetzel County, West Virginia, to the Waynesburg Compressor Station in Greene County, Pennsylvania. The system has a certificated design capacity of 1.2 billion cubic feet per day ("Bcf/d") and current throughput of approximately 680 million cubic feet per day ("MMcf/d"), reflecting approximately 56.67% utilization. The pipeline is supported by three compressor stations — the Wetzel Compressor Station, the Mannington Compressor Station, and the Waynesburg Compressor Station — with aggregate installed compression of 45,000 horsepower. The Ridgeline Pipeline System was placed in service on October 1, 2021, and was constructed at an original cost of approximately $587.2 million.

On May 12, 2022, Ridgeline will file an application before FERC seeking approval of its initial tariff rate and physical interconnection authorization. Specifically, Ridgeline will file for approval of an initial recourse rate of $0.2265 per dekatherm ("Dth") for firm transportation service, based upon a rate base of $612.40 million (reflecting original cost plus allowance for funds used during construction and working capital), a total cost of service of $97.36 million, and a proposed return on equity ("ROE") of 14.00%. Concurrently, Ridgeline will seek authorization pursuant to Section 7 of the Natural Gas Act for physical interconnection with ATPC's mainline system at a point near Mannington, West Virginia. The filings will be made pursuant to Sections 4 and 7 of the Natural Gas Act, 15 U.S.C. §§ 717c and 717f, and the Commission's implementing regulations at 18 C.F.R. Parts 154, 157, and 284. The proposed tariff will be designated as FERC Gas Tariff, Original Volume No. 1, and Ridgeline will provide service under Part 284, Subpart G of the Commission's regulations governing open-access transportation on interstate pipelines.

B. Patricia Dunmore's Roles

Patricia Dunmore occupies two distinct roles that are relevant to this conflict analysis, and it is essential to delineate each role with precision.

Role at DEH. Ms. Dunmore is the Founder, Chairperson of the Board of Directors, and controlling shareholder of DEH, holding a 72% equity interest in the company. As Chairperson and controlling shareholder, she exercises effective control over all material corporate decisions of DEH and its subsidiaries, including but not limited to: the decision to retain and terminate outside counsel; the approval of litigation and regulatory strategy; the establishment of settlement authority limits; the authorization of FERC filings and other regulatory submissions; the approval of capital expenditures related to pipeline construction and interconnection facilities; and the oversight of management through the Board. Her controlling equity position means that no material action can be taken by DEH or Ridgeline over her objection, and she has the ability to direct the company's response to the FERC proceeding at every stage.

Role at C&H. Ms. Dunmore is a partner in the Firm's Energy & Infrastructure Practice Group. She has been a partner at Calderwood & Harkness LLP for over fifteen years and is a well-respected member of the partnership with significant experience in energy regulatory matters. Ms. Dunmore brought the DEH client relationship to the Firm and has been the primary point of contact for DEH throughout C&H's history of representing the company and its affiliates on various matters. On C&H Matter No. 1016-00005, Ms. Dunmore is designated as the billing partner. In this capacity, she is responsible for client relationship management, billing oversight, fee arrangements, engagement economics, and administrative coordination of the engagement. She is expressly not designated as the responsible partner or lead attorney for this matter, and, as described in greater detail below, she will not exercise professional judgment on matter-specific legal questions or provide substantive legal advice in connection with the FERC proceeding.

The significance of these dual roles cannot be understated. Ms. Dunmore's personal financial interests as the 72% controlling shareholder of DEH are directly and substantially affected by the outcome of the FERC proceeding. The approved rate will determine the revenue stream for Ridgeline, which flows through to DEH and ultimately to its shareholders through distributions. At the same time, as a partner at C&H, Ms. Dunmore is part of the professional team with responsibilities — albeit limited to administrative and billing functions — on the very engagement that will determine the outcome affecting her financial interest.

C. The Engagement Team

The engagement team for C&H Matter No. 1016-00005 is structured as follows:

• George Trujillo — Responsible Partner, Energy & Infrastructure Practice Group. Mr. Trujillo has full day-to-day supervisory authority over all legal work product, regulatory strategy, FERC filings, settlement negotiations, witness preparation, and the exercise of professional judgment in connection with this matter. He is the final decision-maker on all substantive legal questions and is the attorney primarily responsible for ensuring that C&H meets its professional obligations to the client.

• Brett Callahan — Lead Associate, Energy & Infrastructure Practice Group. Mr. Callahan reports directly to Mr. Trujillo and is responsible for the day-to-day preparation of FERC filings, tariff analysis, legal research, drafting of testimony and supporting exhibits, and coordination with Ridgeline management and external consultants.

• David Stanton — Working Associate, Energy & Infrastructure Practice Group. Mr. Stanton reports to Mr. Callahan and Mr. Trujillo and assists with legal research, document preparation, regulatory analysis, and administrative support for the engagement.

• Patricia Dunmore — Billing Partner (administrative, billing, and client relationship role only). As described above, Ms. Dunmore's role on this engagement is strictly limited to billing oversight, budget management, engagement economics, and client relationship coordination. She will not draft, review, or approve substantive FERC filings, testimony, legal memoranda, or strategic recommendations in her capacity as an C&H partner. To the extent she participates in meetings or communications regarding the substance of the proceeding, she does so in her capacity as DEH Chairperson rather than as C&H counsel. The delineation of her role is a critical component of the structural safeguards described in Section IV below.

D. Parties to the FERC Proceeding

The following parties are or are expected to be participants in FERC Docket Nos. RP22-847-000 and RP22-847-001:

Ridgeline Midstream Services LLC (Applicant). Ridgeline is the applicant in both dockets, filing for initial tariff rate approval and interconnection authorization. Ridgeline is represented by Calderwood & Harkness LLP in this proceeding.

Appalachian Trunk Pipeline Company, LLC (Interconnecting Pipeline / Counterparty / Protestant). ATPC is a FERC-jurisdictional interstate natural gas pipeline that operates the Appalachian Trunk Pipeline, a major transmission line running through West Virginia and Pennsylvania. ATPC is a subsidiary of Tidewater Infrastructure Partners LP ("Tidewater"), a privately held infrastructure investment partnership. Harrison J. Alderman serves as Chairman of Tidewater and Marcus R. Alderman serves as President and Chief Executive Officer. Sandra K. Fenton serves as Senior Vice President and General Counsel of ATPC. ATPC is represented in this proceeding by Kellner, Royce & Dillard LLP ("KRD"), with William Pratt, Senior Partner, serving as lead counsel. KRD's offices are located at One PPG Place, Suite 2800, Pittsburgh, PA 15222. ATPC opposes the proposed interconnection configuration submitted by Ridgeline and disputes the allocation of approximately $14.7 million in interconnection facilities costs, arguing that Ridgeline should bear a greater share of the cost of the interconnection facilities and that the proposed configuration raises operational and safety concerns. ATPC is also expected to challenge certain aspects of Ridgeline's proposed rate design.

Mountainside Gas Producers Coalition (Intervenor / Shipper Group). The Mountainside Gas Producers Coalition ("MGPC") is a coalition of fourteen independent natural gas producers operating in the Appalachian Basin. Calvin Dreyer serves as chairman of the coalition. MGPC is represented by Whitmore & Sable LLP ("W&S"), with Rebekah Montague, Partner, serving as lead counsel. W&S is located at 1200 New Hampshire Avenue NW, Suite 600, Washington, DC 20036. MGPC supports the proposed interconnection but opposes Ridgeline's proposed recourse rate of $0.2265/Dth, contending that the proposed ROE of 14.00% is excessive and that certain cost-of-service items are improperly included in rate base.

Clearwater Municipal Gas Authority (Intervenor / Municipal End-User). The Clearwater Municipal Gas Authority ("CMGA") is a municipal natural gas distribution authority serving residential and commercial customers in northeastern Pennsylvania. Dennis Ott serves as Executive Director. CMGA is represented by Fordham Municipal Law Group PC ("FMLG"), with Stephen Greer, Principal, serving as lead counsel. FMLG is located at 312 Adams Avenue, Suite 100, Scranton, PA 18503. CMGA's primary concern is the potential impact of the proposed interconnection and Ridgeline's rate filing on transportation rates charged by ATPC on its existing system, which could indirectly affect CMGA's cost of gas supply.

FERC Trial Staff. The Commission's Trial Staff is participating in the proceeding pursuant to 18 C.F.R. § 385.102. Jonathan Briggs serves as Lead Trial Attorney and Dr. Miriam Okafor serves as Lead Economic Analyst. FERC Trial Staff may be reached at the Commission's offices at 888 First Street NE, Washington, DC 20426.

III. Identification and Nature of the Conflict

A. Description of the Conflict

The conflict at issue is a personal-interest conflict arising under the applicable rules of professional conduct. Specifically, a lawyer — Patricia Dunmore — has a significant personal financial interest and governance interest in the client entity on whose engagement she serves as billing partner. This is not a conflict between two clients of the Firm (a "client-versus-client" conflict); rather, it is a conflict between the Firm's duty to exercise independent professional judgment on behalf of its client and the personal interests of one of the Firm's partners who has a substantial financial stake in the outcome of the representation.

The core of the conflict is as follows. Patricia Dunmore's 72% controlling equity stake in DEH means that her personal financial interests are directly and substantially affected by the outcome of the FERC proceeding in both Docket Nos. RP22-847-000 and RP22-847-001. The approved tariff rate will directly determine the revenue stream for Ridgeline, which constitutes a significant component of DEH's consolidated revenue and, by extension, the value of Ms. Dunmore's 72% equity interest. To illustrate: at a proposed recourse rate of $0.2265/Dth and the system's design capacity of 1.2 Bcf/d, the difference between the proposed rate and any reduced rate that FERC might approve represents millions of dollars in annual revenue to Ridgeline and, correspondingly, to DEH and its shareholders. Ms. Dunmore, as the holder of 72% of DEH's equity, bears a proportional share of this financial impact.

Beyond the financial dimension, Ms. Dunmore's role as Chairperson of DEH's Board gives her the authority to direct the client's litigation and regulatory strategy, establish settlement positions and authorization limits, and ultimately control the client entity's decision-making with respect to this proceeding. At the same time, her role as billing partner at C&H gives her influence — even if circumscribed by the structural safeguards described below — over the Firm's handling of the matter, including fee arrangements, budget management, resource allocation, and the economics of the engagement.

The potential tension inherent in this dual role is multifaceted. Ms. Dunmore's financial interest as controlling shareholder could, at least in theory, incentivize decisions that may not align with the Firm's obligation to exercise independent professional judgment on behalf of the client entity as a whole. For example:

(a) Aggressive Rate Positioning. Her personal financial interest in maximizing revenue could incentivize an unduly aggressive rate position before FERC, even where a more moderate position might better serve the long-term interests of the client entity and its relationship with shippers and the Commission.

(b) Resistance to Settlement. Her controlling equity interest could make her resistant to reasonable settlement offers if she perceives that continued litigation could yield a marginally higher rate, even where the cost and risk of continued proceedings counsel in favor of settlement.

(c) Excessive Litigation Spending. Conversely, if Ms. Dunmore were to view the matter through the lens of the billing partner's economic interest in generating fees for the Firm, she could be incentivized to pursue litigation strategies that generate substantial legal fees, even where a more efficient approach would serve the client's interests.

(d) Premature Settlement to Avoid Legal Fees. Alternatively, if Ms. Dunmore were to view the matter primarily through the lens of her personal financial interest as DEH shareholder (bearing the cost of legal fees), she could be incentivized to settle prematurely to avoid continued expenditure on legal services, even where continued prosecution of the case would be in the client's interest.

(e) Fee Arrangement Influence. Her dual position as the person who both sets the Firm's fee arrangements (as billing partner) and bears the cost of those fees (as controlling shareholder of the client) creates an inherent tension in the negotiation of fee terms that would not exist in a typical attorney-client relationship.

It is precisely these tensions that the rules of professional conduct are designed to address, and it is for these reasons that the conflict must be identified, analyzed, disclosed, and — if consentable — waived through informed written consent.

B. Applicable Professional Conduct Rules

The Firm's analysis of this conflict is conducted under two sets of professional conduct rules. First, because Calderwood & Harkness LLP is organized as a New York limited liability partnership with its principal office in New York, the New York Rules of Professional Conduct ("NY Rules") govern the Firm's ethical obligations as a general matter. Second, because the FERC proceeding is conducted before a federal administrative tribunal located in Washington, D.C., the District of Columbia Rules of Professional Conduct ("DC Rules") may also apply to the attorneys practicing before the Commission. The analysis below addresses both sets of rules, though the substantive analysis is materially consistent under each.

New York Rule 1.7(a)(2) provides that a lawyer shall not represent a client if a reasonable lawyer would conclude that there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. This is the foundational rule governing personal-interest conflicts. Under this standard, the question is not whether Ms. Dunmore's professional judgment will be adversely affected, but whether a reasonable lawyer would conclude that there is a significant risk that it could be. Given the magnitude of Ms. Dunmore's financial stake in the outcome of the proceeding (72% of an entity with approximately $2.8 billion in enterprise value, with the FERC proceeding directly affecting a rate base of $612.40 million and annual cost of service of $97.36 million), a reasonable lawyer would conclude that such a significant risk exists.

New York Rule 1.7(b) provides the framework for determining whether a conflict identified under Rule 1.7(a) is consentable. Notwithstanding the existence of a concurrent conflict of interest, a lawyer may represent a client if:

(1) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client;

(2) the representation is not prohibited by law;

(3) the representation does not involve the assertion of a claim by one client against another client represented by the lawyer in the same litigation or other proceeding before a tribunal; and

(4) each affected client gives informed consent, confirmed in writing.

DC Rule 1.7(b)(4) imposes a substantially similar informed-consent-after-consultation standard, requiring that the affected client consent after full disclosure of the circumstances giving rise to the conflict and the material risks of the representation.

New York Rule 1.0(j) defines "informed consent" as an agreement by a person to a proposed course of conduct after the lawyer has communicated adequate information and explanation about the material risks of and reasonably available alternatives to the proposed course of conduct. This definition underscores that consent is not valid unless the client has received a full and adequate explanation of the nature of the conflict, the specific risks it poses, and the alternatives available — including the alternative of retaining conflict-free counsel.

New York Rule 1.8(a) governs business transactions between a lawyer and a client. It requires that the terms of any such transaction be fair and reasonable to the client, fully disclosed in writing in a manner that can be reasonably understood by the client, that the client be advised in writing of the desirability of seeking the advice of independent legal counsel on the transaction, and that the client give informed consent in writing to the essential terms of the transaction and the lawyer's role therein, including whether the lawyer is representing the client in the transaction. While the engagement at issue is not a "business transaction" in the traditional sense contemplated by Rule 1.8(a), the billing partner's 72% equity interest in the client entity raises analogous concerns about fairness, transparency, and informed consent that merit attention. The Firm has therefore ensured that the disclosures provided to DEH satisfy the heightened standards of Rule 1.8(a) as well as Rule 1.7.

With respect to FERC-specific rules, the Commission's Rules of Practice and Procedure at 18 C.F.R. Part 385 do not impose separate or independent conflict-of-interest requirements for attorneys practicing before the Commission beyond those imposed by the attorney's licensing jurisdiction. However, the Commission retains inherent authority to address attorney conduct in proceedings before it, and the Firm is mindful that any conflict issue could become the subject of a motion or inquiry by opposing parties or FERC Trial Staff.

C. Analysis — Consentability

Based on the analysis set forth above, the Firm has determined that the conflict arising from Ms. Dunmore's dual role is consentable under both the New York and District of Columbia Rules of Professional Conduct. The basis for this determination is as follows:

First, a reasonable lawyer could conclude that competent and diligent representation is achievable despite Ms. Dunmore's personal financial interest in the outcome of the proceeding. This conclusion rests principally on the structural safeguards described in Section IV below, which effectively separate Ms. Dunmore's billing partner role from the substantive legal decision-making on this matter. George Trujillo, as Responsible Partner, has full and exclusive authority over all substantive legal strategy, work product, FERC filings, settlement negotiations, witness preparation, and the exercise of professional judgment. Ms. Dunmore's role is limited to administrative and billing functions. With this separation in place, a reasonable lawyer could conclude that the Firm can provide competent and diligent representation to DEH and Ridgeline notwithstanding the personal-interest conflict.

Second, the representation is not prohibited by law. There is no statute, regulation, or rule of court that prohibits a law firm from representing a client in which one of its partners holds an equity interest, provided that the applicable conflict-of-interest rules are satisfied through informed consent and appropriate safeguards.

Third, the conflict does not involve the assertion of a claim by one client against another client of the Firm in the same litigation or proceeding before a tribunal. The conflict here is a personal-interest conflict involving a single client (DEH/Ridgeline) and a partner's financial stake in that client, not a conflict between competing client interests.

Fourth, both the client (DEH, acting through its independent directors) and the Firm (through the Conflicts Committee) are capable of providing informed written consent, and such consent has been obtained as described in Sections V and VI below.

The conflict would be non-consentable only under narrow circumstances not present here. Specifically, the conflict would be non-consentable if: (a) Ms. Dunmore's personal interest were so dominant and pervasive as to make competent representation objectively impossible, regardless of structural safeguards — this is not the case here, given the effective separation of her billing partner role from substantive legal decision-making and the designation of an independent Responsible Partner; or (b) the representation were prohibited by law — which, as noted, it is not.

Finally, as an additional safeguard, the Firm conducted a comprehensive conflicts check on May 8, 2022, to confirm that no adverse parties in this proceeding are current or former clients of C&H. The conflicts check covered the following entities and individuals: ATPC; Tidewater Infrastructure Partners LP; Tidewater GP Inc.; Harrison J. Alderman; Marcus R. Alderman; Sandra K. Fenton; Mountainside Gas Producers Coalition; Calvin Dreyer; Clearwater Municipal Gas Authority; Dennis Ott; Pinnacle National Bank, N.A.; Richard Calvert; Granite Trust Company; Lakeshore Capital Bank; Harborview Capital Management LLC; Samantha Hu; Sentinel Ridge Fund LP; Peter Nowicki; Kellner, Royce & Dillard LLP; William Pratt; Whitmore & Sable LLP; Rebekah Montague; Fordham Municipal Law Group PC; Stephen Greer; and all associated individuals and affiliated entities. No current or former representations of any adverse party or intervenor were identified. The results of the conflicts check are discussed in greater detail in Section VII below.

IV. Structural Safeguards and Mitigation Measures

In connection with the conflict waiver, the Firm has implemented the following structural safeguards and mitigation measures designed to ensure that the identified risks are adequately managed throughout the duration of the engagement. These safeguards have been reviewed and approved by the Conflicts Committee and are conditions of the Committee's approval of the engagement.

Responsible Partner Designation. George Trujillo is designated as the Responsible Partner on C&H Matter No. 1016-00005, with full and exclusive authority over all substantive legal strategy, work product, FERC filings, settlement negotiations, witness preparation, expert coordination, and the exercise of professional judgment in connection with the proceeding. Mr. Trujillo has practiced energy regulatory law for over twenty years and has appeared before the Commission in numerous rate proceedings, interconnection applications, and certificate cases. He is fully qualified to serve as Responsible Partner independently of any involvement by Ms. Dunmore. All substantive legal decisions on this matter are made by Mr. Trujillo or under his direct supervision. Patricia Dunmore will not exercise professional judgment on matter-specific legal questions in her capacity as an C&H partner, and she will not direct, overrule, or interfere with Mr. Trujillo's exercise of independent professional judgment.

Billing Partner Role Limitation. Patricia Dunmore's role as billing partner is expressly limited to the following administrative and client-relationship functions: oversight of fee invoicing and billing; budget management and engagement economics; client relationship coordination and administrative support; and general engagement administration. She will not draft, review, edit, or approve substantive FERC filings, prefiled testimony, legal memoranda, settlement proposals, or strategic recommendations in her capacity as an C&H partner. To the extent that Ms. Dunmore reviews or comments on the substance of the FERC proceeding, she does so in her capacity as Chairperson of DEH's Board of Directors — that is, as a representative of the client — rather than as an attorney providing legal advice.

Client Communications Protocol. When communicating with Ridgeline management or DEH officers — including James K. Winfield (Chief Executive Officer), Angela Moretti (Vice President, Finance), Thomas Greaves (Vice President, Engineering), and Dr. Natasha Orlov (Director of Rates & Regulatory) — on substantive legal matters arising in the FERC proceeding, George Trujillo or Brett Callahan will serve as the primary points of contact. Ms. Dunmore may participate in meetings and communications regarding the substance of the proceeding, but her participation will be in her capacity as DEH Chairperson, not as C&H counsel. Where Ms. Dunmore provides direction or instruction regarding litigation strategy, settlement positions, or other material decisions, such direction is received and treated by the engagement team as client instruction from the Chairperson of the Board, subject to Mr. Trujillo's independent evaluation and professional judgment as Responsible Partner.

Settlement Authority. Settlement authority limits for the FERC proceeding will be established by the DEH Board of Directors, including the participation of independent directors and not solely at the direction of Ms. Dunmore. Settlement authority will be communicated to George Trujillo in writing, and Mr. Trujillo will exercise his independent professional judgment in advising the client on settlement strategy within those parameters. To the extent Ms. Dunmore participates in the establishment of settlement authority, she does so in her capacity as Chairperson of DEH's Board, and not as C&H billing partner.

Fee Review. C&H's standard billing review procedures will apply to this engagement. All invoices will be prepared by the Firm's finance department, reviewed for accuracy and reasonableness by George Trujillo in his capacity as Responsible Partner, and approved through the Firm's ordinary-course finance department processes before submission to DEH for payment. Ms. Dunmore will not unilaterally approve, modify, discount, or otherwise adjust C&H invoices in her capacity as billing partner without the review and concurrence of Mr. Trujillo and the Firm's finance department. Similarly, any fee arrangements, alternative billing structures, or engagement economics decisions will be made through the Firm's standard processes and subject to Responsible Partner review.

Annual Re-Evaluation. The Conflicts Committee will re-evaluate the conflict and the adequacy of these structural safeguards on an annual basis or, if earlier, upon the occurrence of any material change in circumstances. Material changes triggering re-evaluation include, but are not limited to: a change in Ms. Dunmore's equity interest in DEH; a change in Ms. Dunmore's role at C&H; an expansion or material change in the scope of the engagement; a shift in settlement posture that may implicate the conflict; any challenge by opposing counsel or FERC to C&H's representation; or any situation in which Ms. Dunmore's interests as DEH shareholder and her role as C&H partner appear to diverge in a manner that could affect the Firm's independent judgment.

Documentation. All material interactions in which Ms. Dunmore participates in a manner that implicates both her role as DEH Chairperson and her status as an C&H billing partner will be documented with a notation as to the capacity in which she is acting. The engagement team will maintain a log of such interactions, noting the date, participants, subject matter, and Ms. Dunmore's identified capacity. This documentation will be maintained in the engagement file and will be available for review by the Conflicts Committee upon request.

V. Informed Consent — Client (DEH)

A. Disclosure to DEH

In accordance with New York Rule 1.7(b)(4), New York Rule 1.0(j), and DC Rule 1.7(b)(4), the Firm provided full written disclosure to the Board of Directors of Dunmore Energy Holdings Ltd. regarding the nature and implications of the conflict arising from Ms. Dunmore's dual role. The disclosure was provided prior to the execution of the engagement letter and prior to the commencement of substantive work on the FERC proceeding.

Patricia Dunmore recused herself from the Board's consideration and vote on this matter. The disclosure was provided to, and considered by, the independent members of the Board acting without Ms. Dunmore's participation or influence.

The written disclosure addressed each of the following topics in detail:

(a) The Nature of the Conflict. The disclosure explained that Ms. Dunmore's simultaneous roles as (i) Founder, Chairperson, and 72% controlling shareholder of DEH and (ii) billing partner at C&H on the engagement created a personal-interest conflict under the applicable rules of professional conduct. The disclosure explained that the conflict arises because a reasonable lawyer could conclude that there is a significant risk that the Firm's professional judgment could be adversely affected by the personal financial and governance interests of one of its partners in the outcome of the representation.

(b) The Material Risks. The disclosure identified the specific risks associated with the dual role, including: the risk that Ms. Dunmore's personal financial interest (representing 72% of the equity in an entity with approximately $2.8 billion in enterprise value) could influence the Firm's legal strategy, including the aggressiveness of rate positions, the timing and terms of settlement, and the allocation of firm resources to the matter; the risk that Ms. Dunmore's role as billing partner could affect billing practices, fee arrangements, or engagement economics in ways that do not align with the Firm's independent professional judgment; and the risk that Ms. Dunmore's dual capacity could create ambiguity regarding whether particular communications or instructions from Ms. Dunmore are provided in her capacity as client representative or as Firm partner.

(c) Reasonably Available Alternatives. The disclosure identified the reasonably available alternative to the proposed arrangement: DEH could retain separate outside counsel with no personal-interest conflict — that is, a law firm at which no partner holds an equity interest in the client entity or has a governance role in the client entity. The disclosure noted that several other law firms with FERC regulatory expertise are available and capable of providing competent representation in the proceeding.

(d) Structural Safeguards. The disclosure described in detail the structural safeguards that C&H proposes to implement to mitigate the identified risks, including the designation of George Trujillo as Responsible Partner, the limitation of Ms. Dunmore's role to billing partner functions, the client communications protocol, the settlement authority procedures, the fee review process, and the annual re-evaluation requirement.

(e) Right to Consult Independent Counsel. The disclosure expressly advised the Board that DEH had the right to consult with independent legal counsel — that is, counsel not affiliated with C&H — before providing or withholding consent to the proposed arrangement. The disclosure stated that C&H recommended that DEH consider exercising this right, given the significance of the conflict and the magnitude of the proceeding.

B. DEH Board Resolution

On May 9, 2022, the Board of Directors of Dunmore Energy Holdings Ltd., acting through its independent directors with Patricia Dunmore having recused herself from all deliberation and voting on this matter, adopted a resolution acknowledging the conflict, confirming receipt of adequate disclosure from C&H, and consenting in writing to the continued representation by C&H with Ms. Dunmore serving as billing partner, subject to the structural safeguards described in C&H's disclosure letter and in this memorandum.

The resolution specifically notes the following: the Board independently determined, after careful consideration of the disclosure materials and the alternatives available, that C&H's expertise in FERC regulatory proceedings, the qualifications and experience of George Trujillo as Responsible Partner, the depth of the Firm's Energy & Infrastructure Practice Group, and the efficiency and continuity benefits of the existing attorney-client relationship between C&H and DEH outweigh the risks associated with Ms. Dunmore's dual role. The Board concluded that the structural safeguards proposed by C&H are adequate to protect the interests of the client entity and that the engagement should proceed on the terms described.

A copy of the signed Board resolution is attached hereto as Exhibit A.

C. Informed Consent Letter — DEH

In addition to the Board resolution, a separate informed consent letter was prepared and executed on behalf of DEH. The letter was signed by an independent director of DEH on behalf of the Board and is addressed to Calderwood & Harkness LLP. The letter confirms that DEH has provided its informed consent to the representation, after full disclosure of the nature of the conflict, the material risks, the available alternatives, and the proposed structural safeguards, in accordance with New York Rule 1.7(b)(4) and DC Rule 1.7(b)(4).

A copy of the signed informed consent letter is attached hereto as Exhibit B.

VI. Informed Consent — Calderwood & Harkness LLP Conflicts Committee

A. Conflicts Committee Review

Calderwood & Harkness LLP's Conflicts Committee reviewed the dual-role conflict and the proposed engagement on May 9, 2022. The Conflicts Committee is composed of four members: the Firm's General Counsel, the Ethics Partner, and two rotating senior partners drawn from practice groups unrelated to the Energy & Infrastructure Practice Group, thereby ensuring independence of review. The Committee conducted its review based on the written materials prepared by the undersigned, including a preliminary version of this memorandum, the proposed engagement letter, the conflict disclosure letter to DEH, and the results of the comprehensive conflicts check.

The Committee considered the following factors in reaching its determination:

(a) Nature and Magnitude of the Personal Financial Interest. The Committee considered the extraordinary magnitude of Ms. Dunmore's personal financial interest in the outcome of the proceeding. Her 72% equity interest in an entity with an estimated enterprise value of approximately $2.8 billion represents one of the largest personal-interest conflicts the Committee has evaluated. The FERC proceeding directly involves a rate base of $612.40 million, a proposed annual cost of service of $97.36 million, and a proposed recourse rate that will determine substantial and recurring revenue streams for the client entity and, by extension, for Ms. Dunmore personally. The Committee gave careful consideration to whether the magnitude of this interest rendered the conflict non-consentable.

(b) Ms. Dunmore's History at the Firm. The Committee considered that Ms. Dunmore has been a partner at C&H for over fifteen years and brought the DEH relationship to the Firm. The Committee recognized that Ms. Dunmore's long tenure and the value of the DEH client relationship create institutional dynamics that must be managed carefully to ensure that Mr. Trujillo's exercise of independent professional judgment is not subject to implicit pressure or influence.

(c) Adequacy of Structural Safeguards. The Committee reviewed each of the proposed structural safeguards in detail and concluded that, taken together, they provide an adequate framework for managing the identified risks. The Committee placed particular emphasis on the designation of George Trujillo as Responsible Partner with exclusive authority over all substantive legal decisions, and on the limitation of Ms. Dunmore's role to billing partner functions.

(d) Scope and Duration of the Engagement. The Committee considered that FERC rate and interconnection proceedings can extend over multiple years, during which the dynamics of the conflict may evolve. The application was initially filed on May 12, 2022, and the proceeding is expected to follow Track II procedures, which may involve an evidentiary hearing, initial decision by an administrative law judge, and potential review by the full Commission. The Committee determined that the annual re-evaluation requirement is essential given the expected duration of the matter.

(e) Absence of Concurrent Adverse-Party Representation. The Committee confirmed, based on the results of the comprehensive conflicts check, that C&H does not currently represent and has not formerly represented any adverse party or intervenor in the FERC proceeding, including ATPC, Tidewater, MGPC, CMGA, or any of their respective affiliates, officers, or counsel. This eliminates one category of conflict that could compound the personal-interest conflict at issue.

(f) Reputational Risk. The Committee considered the potential reputational risk to C&H if the dual role were to become publicly known or were challenged by opposing parties (KRD, W&S, or FMLG) or FERC Trial Staff during the course of the proceeding. The Committee concluded that while such a challenge is possible, the existence of a properly documented conflict waiver, supported by informed consent and structural safeguards, provides an adequate defense. The Committee further noted that transparency regarding the dual role, should it be questioned, is preferable to any appearance of concealment.

B. Conflicts Committee Determination

Following its review, the Conflicts Committee reached the following determinations on May 9, 2022:

1. The conflict arising from Ms. Dunmore's dual role as Chairperson and 72% controlling shareholder of DEH and billing partner at C&H on Matter No. 1016-00005 is consentable under New York Rule 1.7(b) and DC Rule 1.7(b)(4).

2. George Trujillo possesses the qualifications, experience, and independence necessary to provide competent and diligent representation to DEH and Ridgeline in the FERC proceeding notwithstanding Ms. Dunmore's personal interest, and the Committee has confidence in his ability to exercise independent professional judgment free from inappropriate influence.

3. The structural safeguards described in Section IV of this memorandum are adequate to mitigate the identified risks associated with the dual role, provided they are implemented and maintained throughout the engagement.

4. The engagement may proceed with Ms. Dunmore designated as billing partner, subject to the following conditions: (i) adherence to all structural safeguards as described herein; (ii) annual re-evaluation of the conflict and safeguards by the Conflicts Committee; (iii) immediate re-evaluation upon the occurrence of any material change in circumstances; (iv) documentation of all instances in which Ms. Dunmore acts in or may be perceived to be acting in a dual capacity; and (v) the right of the Conflicts Committee to withdraw its approval and require modification of the engagement structure if, at any point, the Committee determines that the safeguards have proven inadequate to manage the identified risks.

The Conflicts Committee's written approval memorandum, signed by the General Counsel and the Ethics Partner, is attached hereto as Exhibit C.

VII. Conflicts Check Results

A comprehensive conflicts check was conducted on May 8, 2022, through Calderwood & Harkness LLP's New Business Intake system. The search was designed to identify any current or former representations by C&H of parties adverse to or potentially adverse to the client in the FERC proceeding, as well as any other relationship that could give rise to a concurrent or successive conflict of interest. The following entities and individuals were searched:

• Dunmore Energy Holdings Ltd. (including all known affiliates and subsidiaries)

• Ridgeline Midstream Services LLC

• Appalachian Trunk Pipeline Company, LLC (FERC Code 840117; EIN 25-1987643)

• Tidewater Infrastructure Partners LP (EIN 51-0438712) and Tidewater GP Inc.

• Harrison J. Alderman and Marcus R. Alderman

• Sandra K. Fenton

• Mountainside Gas Producers Coalition and Calvin Dreyer

• Clearwater Municipal Gas Authority and Dennis Ott

• Pinnacle National Bank, N.A. and Richard Calvert

• Granite Trust Company

• Lakeshore Capital Bank

• Harborview Capital Management LLC and Samantha Hu

• Sentinel Ridge Fund LP and Peter Nowicki

• Kellner, Royce & Dillard LLP and William Pratt

• Whitmore & Sable LLP and Rebekah Montague

• Fordham Municipal Law Group PC and Stephen Greer

• Braswell Energy Consulting Group LLC and Dr. Raymond Braswell (added subsequently upon Braswell's engagement on April 15, 2023)

• Ashford & McBride LLP

• Ridgepoint Appraisal & Valuation Inc.

Results. The conflicts check returned no current or former representations of any adverse party or intervenor in the FERC proceeding. No lateral-hire conflicts were identified. No former-client conflicts were identified. The search revealed no relationship between C&H and ATPC, Tidewater, any Alderman family member, MGPC, CMGA, or any opposing counsel firm that would give rise to a conflict or duty of loyalty concern.

The only relationship identified by the conflicts check is C&H's existing and ongoing representation of DEH and its affiliates, including the Firm's representation of Patricia Dunmore personally on unrelated matters (estate planning and certain personal tax advisory work). These existing representations do not create a conflict with the current engagement; rather, they are the foundation of the attorney-client relationship that gives rise to the personal-interest conflict analyzed in this memorandum.

Supplemental conflicts checks will be conducted upon any new party intervention in the FERC proceeding, upon any significant change in the participants or scope of the proceeding, and upon the engagement of any new consultant or expert by either the client or the Firm in connection with this matter. A supplemental search was, in fact, conducted on April 15, 2023, upon the engagement of Dr. Raymond Braswell through Braswell Energy Consulting Group LLC as a rate design consultant for DEH. No conflicts were identified.

VIII. Ongoing Monitoring and Reporting Obligations

George Trujillo, as Responsible Partner, is responsible for the ongoing monitoring of the conflict throughout the duration of the engagement. The monitoring obligation is a continuing one and encompasses a duty to identify and report to the Conflicts Committee any material change in circumstances that could affect the analysis set forth in this memorandum or the adequacy of the structural safeguards.

Material changes in circumstances requiring re-evaluation by the Conflicts Committee include, but are not limited to, the following:

• Change in Ms. Dunmore's Equity Interest. Any change in Patricia Dunmore's 72% equity interest in DEH, whether by sale, transfer, dilution, additional investment, or otherwise, could affect the magnitude of the personal-interest conflict and must be reported to the Conflicts Committee promptly.

• Change in Ms. Dunmore's Role at C&H. Any change in Ms. Dunmore's position at the Firm — including, without limitation, elevation from billing partner to responsible partner on this matter, assumption of additional supervisory authority over the engagement team, departure from the Firm, or change in partnership status — would require immediate re-evaluation.

• Expansion of Engagement Scope. Any material expansion or change in the scope of the FERC engagement could affect the conflict analysis. It is noted that the scope of the engagement was expanded to include a tariff redesign phase pursuant to a Supplemental Engagement Letter dated April 20, 2023, following the receipt of a FERC Deficiency Letter dated January 19, 2023. Upon the scope expansion, the Conflicts Committee was promptly notified. The Committee reviewed the supplemental engagement and confirmed on April 25, 2023, that no additional informed consent from DEH was required and that the existing structural safeguards remained adequate for the expanded scope.

• Challenge by Opposing Counsel or FERC. Any challenge by opposing counsel (Kellner, Royce & Dillard LLP; Whitmore & Sable LLP; or Fordham Municipal Law Group PC) or by FERC Trial Staff to C&H's representation based on the dual role or any other conflict theory must be reported to the Conflicts Committee immediately and would trigger an expedited re-evaluation.

• Divergence of Interests. Any situation in which Ms. Dunmore's interests as DEH shareholder and her position as C&H partner appear to diverge — for example, a fee dispute between DEH and C&H, a disagreement over settlement authority or strategy in which Ms. Dunmore's financial interest as shareholder conflicts with her duties or interests as a Firm partner, or a billing dispute — must be reported to the Conflicts Committee and would require careful evaluation and potential modification of the engagement structure.

• Engagement of Additional Consultants or Experts. The engagement of additional consultants or experts in connection with the FERC proceeding may create secondary conflicts that must be evaluated. In particular, the Firm notes the engagement of Dr. Raymond Braswell through Braswell Energy Consulting Group LLC (engagement number BEC-2023-0041) as a rate design and cost-of-service consultant for DEH. Dr. Braswell previously served as an economist on FERC Trial Staff, and his engagement raised questions regarding potential conflicts and revolving-door issues that were separately evaluated and resolved. Any future engagement of consultants with ties to FERC, opposing parties, or other participants in the proceeding must be similarly evaluated.

Annual re-evaluation dates have been established as follows:

All monitoring activities, re-evaluations, supplemental conflicts checks, and related correspondence and documentation shall be maintained in the engagement file under C&H Matter No. 1016-00005 and copies shall be provided to the Conflicts Committee.

IX. Conclusion

The dual role of Patricia Dunmore as Founder, Chairperson, and 72% controlling shareholder of Dunmore Energy Holdings Ltd. and billing partner at Calderwood & Harkness LLP on C&H Matter No. 1016-00005 creates a personal-interest conflict of interest under New York Rule of Professional Conduct 1.7(a)(2). The conflict is real and significant, given the extraordinary magnitude of Ms. Dunmore's personal financial stake in the outcome of the FERC proceeding.

The conflict is, however, consentable under New York Rule 1.7(b) and District of Columbia Rule 1.7(b)(4), provided that the requirements for informed written consent and adequate safeguards are satisfied. Those requirements have been met.

Informed written consent has been obtained from the client, Dunmore Energy Holdings Ltd., acting through its independent directors with Ms. Dunmore recused. The DEH Board adopted a resolution on May 9, 2022, acknowledging the conflict, confirming receipt of adequate disclosure, and consenting to the continued representation by C&H with Ms. Dunmore as billing partner, subject to the structural safeguards described herein. A separate informed consent letter has been executed by an independent director on behalf of the Board.

Informed consent has also been obtained from Calderwood & Harkness LLP through the Firm's Conflicts Committee, which reviewed the conflict on May 9, 2022, and determined that the conflict is consentable, that the structural safeguards are adequate, and that the engagement may proceed subject to ongoing monitoring and the Committee's right to withdraw approval if circumstances warrant.

The structural safeguards implemented in connection with this engagement — principally the designation of George Trujillo as Responsible Partner with exclusive authority over all substantive legal decisions, and the express limitation of Ms. Dunmore's role to billing partner functions — adequately mitigate the identified risks. These safeguards ensure that the Firm's exercise of independent professional judgment on behalf of its client is insulated from any actual or potential influence arising from Ms. Dunmore's personal financial interest.

The engagement may proceed. Ongoing monitoring obligations, as described in Section VIII, apply throughout the duration of the representation.

Exhibits

Exhibit A — DEH Board Resolution (May 9, 2022)

RESOLUTION OF THE BOARD OF DIRECTORS OF DUNMORE ENERGY HOLDINGS LTD.

Adopted May 9, 2022

RECITALS

WHEREAS, Calderwood & Harkness LLP ("C&H"), a New York limited liability partnership with offices at 1601 K Street NW, Suite 900, Washington, DC 20006, has proposed to represent Dunmore Energy Holdings Ltd. ("DEH") and its wholly-owned subsidiary, Ridgeline Midstream Services LLC ("Ridgeline"), in proceedings before the Federal Energy Regulatory Commission in FERC Docket Nos. RP22-847-000 (rate case) and RP22-847-001 (interconnection), seeking approval of an initial tariff rate for interstate natural gas transportation service on the Ridgeline Pipeline System and authorization for physical interconnection with Appalachian Trunk Pipeline Company, LLC; and

WHEREAS, Patricia Dunmore, Chairperson of the Board of Directors and holder of 72% of the equity interests of DEH, is a partner at C&H and will serve as billing partner on the engagement (C&H Matter No. 1016-00005); and

WHEREAS, C&H has advised the Board that this dual role — whereby Ms. Dunmore serves simultaneously as the controlling principal of the client entity and as billing partner at the law firm representing that client entity — creates a conflict of interest under applicable professional conduct rules, specifically New York Rule of Professional Conduct 1.7(a)(2) and District of Columbia Rule of Professional Conduct 1.7; and

WHEREAS, C&H has provided full written disclosure to the Board regarding the nature of the conflict, the material risks associated with the dual role (including the risk that Ms. Dunmore's personal financial interest as 72% shareholder could influence C&H's legal strategy, billing practices, or settlement advice), the reasonably available alternatives (including the retention of conflict-free counsel), and the structural safeguards proposed by C&H to mitigate the identified risks; and

WHEREAS, Ms. Dunmore has recused herself from the Board's deliberation and vote on this matter;

NOW, THEREFORE, BE IT:

RESOLVED, that the Board of Directors, acting through its independent directors, having received and considered C&H's written disclosure regarding the personal-interest conflict arising from Ms. Dunmore's dual role, hereby consents to C&H's representation of DEH and Ridgeline in FERC Docket Nos. RP22-847-000 and RP22-847-001 with Ms. Dunmore serving as billing partner, subject to the structural safeguards outlined in C&H's disclosure letter dated May 8, 2022, including the designation of George Trujillo as Responsible Partner with exclusive authority over all substantive legal decisions; and

RESOLVED FURTHER, that the Board acknowledges that it has been advised in writing by C&H of the Board's right to retain independent legal counsel to advise DEH regarding this conflict waiver and the proposed engagement, and that the Board, after due consideration, has elected not to retain separate independent counsel at this time; and

RESOLVED FURTHER, that this resolution and the consent provided herein constitute informed consent, confirmed in writing, as required by New York Rule of Professional Conduct 1.7(b)(4) and District of Columbia Rule of Professional Conduct 1.7(b)(4); and

RESOLVED FURTHER, that the officers of DEH are authorized and directed to execute such further documents and take such further actions as may be necessary or appropriate to effectuate the intent of these resolutions.

DUNMORE ENERGY HOLDINGS LTD.

By: ________

Name: [Independent Director]

Title: Independent Director, Board of Directors

Date: May 9, 2022

Exhibit B — Informed Consent Letter from DEH to C&H (May 9, 2022)

May 9, 2022

DUNMORE ENERGY HOLDINGS LTD. P.O. Box 309, Ugland House George Town, Grand Cayman KY1-1104 Cayman Islands

Calderwood & Harkness LLP 1601 K Street NW, Suite 900 Washington, DC 20006

Attention: George Trujillo, Partner

Re: Informed Consent to Representation — Conflict Waiver — FERC Docket Nos. RP22-847-000 and RP22-847-001 (C&H Matter No. 1016-00005)

Dear Mr. Trujillo:

I write on behalf of the Board of Directors of Dunmore Energy Holdings Ltd. ("DEH"), in my capacity as an independent director, to confirm DEH's informed consent to the representation described below.

The Board has received and carefully reviewed Calderwood & Harkness LLP's ("C&H") written disclosure letter dated May 8, 2022, regarding the personal-interest conflict of interest arising from the dual role of Patricia Dunmore as (i) Founder, Chairperson, and 72% controlling shareholder of DEH and (ii) billing partner at C&H on the engagement concerning the representation of DEH and its wholly-owned subsidiary, Ridgeline Midstream Services LLC ("Ridgeline"), before the Federal Energy Regulat

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / WORK PRODUCT
TO: Calderwood & Harkness LLP Conflicts Committee; File — C&H Matter No. 1016-00005
FROM: George Trujillo, Responsible Partner, Energy & Infrastructure Practice Group, Calderwood & Harkness LLP, 1601 K Street NW, Suite 900, Washington, DC 20006
DATE: May 10, 2022
RE: Conflict Waiver Analysis and Documentation — Dual Role of Patricia Dunmore as (i) Founder, Chairperson, and 72% Controlling Shareholder of Dunmore Energy Holdings Ltd. and (ii) Billing Partner at Calderwood & Harkness LLP in Connection with FERC Docket Nos. RP22-847-000 and RP22-847-001
MATTER: Ridgeline Midstream Services LLC — FERC Rate and Interconnection Proceeding (C&H Matter No. 1016-00005)
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I. Purpose and Summary
The purpose of this memorandum is to memorialize the identification, analysis, and resolution of a concurrent conflict of interest arising from the dual role of Patricia Dunmore in the above-referenced engagement. This memorandum has been prepared for the Calderwood & Harkness LLP ("C&H" or the "Firm") Conflicts Committee and for inclusion in the engagement file to provide a complete contemporaneous record of the Firm's compliance with its obligations under the applicable rules of professional conduct.
Patricia Dunmore simultaneously occupies two distinct roles that are material to this engagement. First, she is the Founder, Chairperson of the Board of Directors, and controlling shareholder — holding a 72% equity interest — of Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted limited company (Cayman Registry No. CR-381204), which is the client entity in this matter. Second, she is a partner at Calderwood & Harkness LLP, designated as the billing partner on C&H Matter No. 1016-00005. This dual role as both the controlling principal of the client and a partner at the law firm representing that client gives rise to a personal-interest conflict that must be addressed under the applicable rules of professional conduct before the engagement may proceed.
The engagement concerns the representation of DEH and its wholly-owned United States subsidiary, Ridgeline Midstream Services LLC ("Ridgeline" or "RMS"), a Delaware limited liability company (EIN 87-4231956), in proceedings before the Federal Energy Regulatory Commission ("FERC" or the "Commission"). Ridgeline seeks approval of an initial tariff rate for interstate natural gas transportation service on the Ridgeline Pipeline System, as well as authorization for physical interconnection with Appalachian Trunk Pipeline Company, LLC ("ATPC"). The proceeding has been assigned FERC Docket No. RP22-847-000 for the rate case and FERC Docket No. RP22-847-001 for the interconnection application.
After careful analysis, the summary conclusion of this memorandum is as follows: The conflict is consentable under both the New York Rules of Professional Conduct and the District of Columbia Rules of Professional Conduct, and it has been properly waived through informed written consent from DEH (in its capacity as client, acting through its independent directors with Ms. Dunmore recused) and through C&H's Conflicts Committee approval. The engagement may proceed subject to ongoing monitoring obligations and structural safeguards described in detail herein. An engagement letter dated May 10, 2022, has been executed contemporaneously with this memorandum. George Trujillo has been designated as the Responsible Partner on this matter, with day-to-day decision-making authority over all substantive legal work product and strategy, in order to insulate the Firm's exercise of independent professional judgment from any actual or potential influence arising from Ms. Dunmore's personal financial interest in the client entity.
II. Background
A. The Client and the Engagement
Dunmore Energy Holdings Ltd. ("DEH") is a Cayman Islands-domiciled strategic private energy company focused on midstream natural gas infrastructure and renewable energy development in the Appalachian Basin and Mid-Atlantic region of the United States. DEH was founded by Patricia Dunmore in 2009 and has grown substantially over the past thirteen years. Based on the most recent internal valuation prepared by management and reviewed by Ridgepoint Appraisal & Valuation Inc. as of December 31, 2023, DEH has an estimated enterprise value of approximately $2.8 billion. The company reported annual consolidated revenue of approximately $485 million for fiscal year 2023.
DEH's portfolio of operating assets includes approximately 1,200 miles of midstream gathering and transportation pipelines across West Virginia and southwestern Pennsylvania, two cryogenic natural gas processing plants with aggregate processing capacity, and a 250-megawatt wind energy portfolio currently under various stages of development. The company employs approximately 640 individuals across its operating subsidiaries and maintains its principal executive offices in Charleston, West Virginia and its financial and administrative headquarters in Grand Cayman.
Ridgeline Midstream Services LLC is DEH's wholly-owned subsidiary, holding 100% of the membership interests in the entity. Ridgeline is organized under the laws of the State of Delaware, with its principal office located at 700 Kanawha Boulevard East, Suite 1400, Charleston, WV 25301. Its registered agent for service of process is Capitol Filings Inc., 1209 Orange Street, Wilmington, DE 19801. Ridgeline was formed for the purpose of owning and operating the Ridgeline Pipeline System and conducting FERC-jurisdictional interstate natural gas transportation services.
The Ridgeline Pipeline System is a 187-mile, 24-inch-diameter high-pressure natural gas transmission pipeline extending from the Wetzel County Interconnect in Wetzel County, West Virginia, to the Waynesburg Compressor Station in Greene County, Pennsylvania. The system has a certificated design capacity of 1.2 billion cubic feet per day ("Bcf/d") and current throughput of approximately 680 million cubic feet per day ("MMcf/d"), reflecting approximately 56.67% utilization. The pipeline is supported by three compressor stations — the Wetzel Compressor Station, the Mannington Compressor Station, and the Waynesburg Compressor Station — with aggregate installed compression of 45,000 horsepower. The Ridgeline Pipeline System was placed in service on October 1, 2021, and was constructed at an original cost of approximately $587.2 million.
On May 12, 2022, Ridgeline will file an application before FERC seeking approval of its initial tariff rate and physical interconnection authorization. Specifically, Ridgeline will file for approval of an initial recourse rate of $0.2265 per dekatherm ("Dth") for firm transportation service, based upon a rate base of $612.40 million (reflecting original cost plus allowance for funds used during construction and working capital), a total cost of service of $97.36 million, and a proposed return on equity ("ROE") of 14.00%. Concurrently, Ridgeline will seek authorization pursuant to Section 7 of the Natural Gas Act for physical interconnection with ATPC's mainline system at a point near Mannington, West Virginia. The filings will be made pursuant to Sections 4 and 7 of the Natural Gas Act, 15 U.S.C. §§ 717c and 717f, and the Commission's implementing regulations at 18 C.F.R. Parts 154, 157, and 284. The proposed tariff will be designated as FERC Gas Tariff, Original Volume No. 1, and Ridgeline will provide service under Part 284, Subpart G of the Commission's regulations governing open-access transportation on interstate pipelines.
B. Patricia Dunmore's Roles
Patricia Dunmore occupies two distinct roles that are relevant to this conflict analysis, and it is essential to delineate each role with precision.
Role at DEH. Ms. Dunmore is the Founder, Chairperson of the Board of Directors, and controlling shareholder of DEH, holding a 72% equity interest in the company. As Chairperson and controlling shareholder, she exercises effective control over all material corporate decisions of DEH and its subsidiaries, including but not limited to: the decision to retain and terminate outside counsel; the approval of litigation and regulatory strategy; the establishment of settlement authority limits; the authorization of FERC filings and other regulatory submissions; the approval of capital expenditures related to pipeline construction and interconnection facilities; and the oversight of management through the Board. Her controlling equity position means that no material action can be taken by DEH or Ridgeline over her objection, and she has the ability to direct the company's response to the FERC proceeding at every stage.
Role at C&H. Ms. Dunmore is a partner in the Firm's Energy & Infrastructure Practice Group. She has been a partner at Calderwood & Harkness LLP for over fifteen years and is a well-respected member of the partnership with significant experience in energy regulatory matters. Ms. Dunmore brought the DEH client relationship to the Firm and has been the primary point of contact for DEH throughout C&H's history of representing the company and its affiliates on various matters. On C&H Matter No. 1016-00005, Ms. Dunmore is designated as the billing partner. In this capacity, she is responsible for client relationship management, billing oversight, fee arrangements, engagement economics, and administrative coordination of the engagement. She is expressly not designated as the responsible partner or lead attorney for this matter, and, as described in greater detail below, she will not exercise professional judgment on matter-specific legal questions or provide substantive legal advice in connection with the FERC proceeding.
The significance of these dual roles cannot be understated. Ms. Dunmore's personal financial interests as the 72% controlling shareholder of DEH are directly and substantially affected by the outcome of the FERC proceeding. The approved rate will determine the revenue stream for Ridgeline, which flows through to DEH and ultimately to its shareholders through distributions. At the same time, as a partner at C&H, Ms. Dunmore is part of the professional team with responsibilities — albeit limited to administrative and billing functions — on the very engagement that will determine the outcome affecting her financial interest.
C. The Engagement Team
The engagement team for C&H Matter No. 1016-00005 is structured as follows:
•  George Trujillo — Responsible Partner, Energy & Infrastructure Practice Group. Mr. Trujillo has full day-to-day supervisory authority over all legal work product, regulatory strategy, FERC filings, settlement negotiations, witness preparation, and the exercise of professional judgment in connection with this matter. He is the final decision-maker on all substantive legal questions and is the attorney primarily responsible for ensuring that C&H meets its professional obligations to the client.
•  Brett Callahan — Lead Associate, Energy & Infrastructure Practice Group. Mr. Callahan reports directly to Mr. Trujillo and is responsible for the day-to-day preparation of FERC filings, tariff analysis, legal research, drafting of testimony and supporting exhibits, and coordination with Ridgeline management and external consultants.
•  David Stanton — Working Associate, Energy & Infrastructure Practice Group. Mr. Stanton reports to Mr. Callahan and Mr. Trujillo and assists with legal research, document preparation, regulatory analysis, and administrative support for the engagement.
•  Patricia Dunmore — Billing Partner (administrative, billing, and client relationship role only). As described above, Ms. Dunmore's role on this engagement is strictly limited to billing oversight, budget management, engagement economics, and client relationship coordination. She will not draft, review, or approve substantive FERC filings, testimony, legal memoranda, or strategic recommendations in her capacity as an C&H partner. To the extent she participates in meetings or communications regarding the substance of the proceeding, she does so in her capacity as DEH Chairperson rather than as C&H counsel. The delineation of her role is a critical component of the structural safeguards described in Section IV below.
D. Parties to the FERC Proceeding
The following parties are or are expected to be participants in FERC Docket Nos. RP22-847-000 and RP22-847-001:
Ridgeline Midstream Services LLC (Applicant). Ridgeline is the applicant in both dockets, filing for initial tariff rate approval and interconnection authorization. Ridgeline is represented by Calderwood & Harkness LLP in this proceeding.
Appalachian Trunk Pipeline Company, LLC (Interconnecting Pipeline / Counterparty / Protestant). ATPC is a FERC-jurisdictional interstate natural gas pipeline that operates the Appalachian Trunk Pipeline, a major transmission line running through West Virginia and Pennsylvania. ATPC is a subsidiary of Tidewater Infrastructure Partners LP ("Tidewater"), a privately held infrastructure investment partnership. Harrison J. Alderman serves as Chairman of Tidewater and Marcus R. Alderman serves as President and Chief Executive Officer. Sandra K. Fenton serves as Senior Vice President and General Counsel of ATPC. ATPC is represented in this proceeding by Kellner, Royce & Dillard LLP ("KRD"), with William Pratt, Senior Partner, serving as lead counsel. KRD's offices are located at One PPG Place, Suite 2800, Pittsburgh, PA 15222. ATPC opposes the proposed interconnection configuration submitted by Ridgeline and disputes the allocation of approximately $14.7 million in interconnection facilities costs, arguing that Ridgeline should bear a greater share of the cost of the interconnection facilities and that the proposed configuration raises operational and safety concerns. ATPC is also expected to challenge certain aspects of Ridgeline's proposed rate design.
Mountainside Gas Producers Coalition (Intervenor / Shipper Group). The Mountainside Gas Producers Coalition ("MGPC") is a coalition of fourteen independent natural gas producers operating in the Appalachian Basin. Calvin Dreyer serves as chairman of the coalition. MGPC is represented by Whitmore & Sable LLP ("W&S"), with Rebekah Montague, Partner, serving as lead counsel. W&S is located at 1200 New Hampshire Avenue NW, Suite 600, Washington, DC 20036. MGPC supports the proposed interconnection but opposes Ridgeline's proposed recourse rate of $0.2265/Dth, contending that the proposed ROE of 14.00% is excessive and that certain cost-of-service items are improperly included in rate base.
Clearwater Municipal Gas Authority (Intervenor / Municipal End-User). The Clearwater Municipal Gas Authority ("CMGA") is a municipal natural gas distribution authority serving residential and commercial customers in northeastern Pennsylvania. Dennis Ott serves as Executive Director. CMGA is represented by Fordham Municipal Law Group PC ("FMLG"), with Stephen Greer, Principal, serving as lead counsel. FMLG is located at 312 Adams Avenue, Suite 100, Scranton, PA 18503. CMGA's primary concern is the potential impact of the proposed interconnection and Ridgeline's rate filing on transportation rates charged by ATPC on its existing system, which could indirectly affect CMGA's cost of gas supply.
FERC Trial Staff. The Commission's Trial Staff is participating in the proceeding pursuant to 18 C.F.R. § 385.102. Jonathan Briggs serves as Lead Trial Attorney and Dr. Miriam Okafor serves as Lead Economic Analyst. FERC Trial Staff may be reached at the Commission's offices at 888 First Street NE, Washington, DC 20426.
III. Identification and Nature of the Conflict
A. Description of the Conflict
The conflict at issue is a personal-interest conflict arising under the applicable rules of professional conduct. Specifically, a lawyer — Patricia Dunmore — has a significant personal financial interest and governance interest in the client entity on whose engagement she serves as billing partner. This is not a conflict between two clients of the Firm (a "client-versus-client" conflict); rather, it is a conflict between the Firm's duty to exercise independent professional judgment on behalf of its client and the personal interests of one of the Firm's partners who has a substantial financial stake in the outcome of the representation.
The core of the conflict is as follows. Patricia Dunmore's 72% controlling equity stake in DEH means that her personal financial interests are directly and substantially affected by the outcome of the FERC proceeding in both Docket Nos. RP22-847-000 and RP22-847-001. The approved tariff rate will directly determine the revenue stream for Ridgeline, which constitutes a significant component of DEH's consolidated revenue and, by extension, the value of Ms. Dunmore's 72% equity interest. To illustrate: at a proposed recourse rate of $0.2265/Dth and the system's design capacity of 1.2 Bcf/d, the difference between the proposed rate and any reduced rate that FERC might approve represents millions of dollars in annual revenue to Ridgeline and, correspondingly, to DEH and its shareholders. Ms. Dunmore, as the holder of 72% of DEH's equity, bears a proportional share of this financial impact.
Beyond the financial dimension, Ms. Dunmore's role as Chairperson of DEH's Board gives her the authority to direct the client's litigation and regulatory strategy, establish settlement positions and authorization limits, and ultimately control the client entity's decision-making with respect to this proceeding. At the same time, her role as billing partner at C&H gives her influence — even if circumscribed by the structural safeguards described below — over the Firm's handling of the matter, including fee arrangements, budget management, resource allocation, and the economics of the engagement.
The potential tension inherent in this dual role is multifaceted. Ms. Dunmore's financial interest as controlling shareholder could, at least in theory, incentivize decisions that may not align with the Firm's obligation to exercise independent professional judgment on behalf of the client entity as a whole. For example:
(a) Aggressive Rate Positioning. Her personal financial interest in maximizing revenue could incentivize an unduly aggressive rate position before FERC, even where a more moderate position might better serve the long-term interests of the client entity and its relationship with shippers and the Commission.
(b) Resistance to Settlement. Her controlling equity interest could make her resistant to reasonable settlement offers if she perceives that continued litigation could yield a marginally higher rate, even where the cost and risk of continued proceedings counsel in favor of settlement.
(c) Excessive Litigation Spending. Conversely, if Ms. Dunmore were to view the matter through the lens of the billing partner's economic interest in generating fees for the Firm, she could be incentivized to pursue litigation strategies that generate substantial legal fees, even where a more efficient approach would serve the client's interests.
(d) Premature Settlement to Avoid Legal Fees. Alternatively, if Ms. Dunmore were to view the matter primarily through the lens of her personal financial interest as DEH shareholder (bearing the cost of legal fees), she could be incentivized to settle prematurely to avoid continued expenditure on legal services, even where continued prosecution of the case would be in the client's interest.
(e) Fee Arrangement Influence. Her dual position as the person who both sets the Firm's fee arrangements (as billing partner) and bears the cost of those fees (as controlling shareholder of the client) creates an inherent tension in the negotiation of fee terms that would not exist in a typical attorney-client relationship.
It is precisely these tensions that the rules of professional conduct are designed to address, and it is for these reasons that the conflict must be identified, analyzed, disclosed, and — if consentable — waived through informed written consent.
B. Applicable Professional Conduct Rules
The Firm's analysis of this conflict is conducted under two sets of professional conduct rules. First, because Calderwood & Harkness LLP is organized as a New York limited liability partnership with its principal office in New York, the New York Rules of Professional Conduct ("NY Rules") govern the Firm's ethical obligations as a general matter. Second, because the FERC proceeding is conducted before a federal administrative tribunal located in Washington, D.C., the District of Columbia Rules of Professional Conduct ("DC Rules") may also apply to the attorneys practicing before the Commission. The analysis below addresses both sets of rules, though the substantive analysis is materially consistent under each.
New York Rule 1.7(a)(2) provides that a lawyer shall not represent a client if a reasonable lawyer would conclude that there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. This is the foundational rule governing personal-interest conflicts. Under this standard, the question is not whether Ms. Dunmore's professional judgment will be adversely affected, but whether a reasonable lawyer would conclude that there is a significant risk that it could be. Given the magnitude of Ms. Dunmore's financial stake in the outcome of the proceeding (72% of an entity with approximately $2.8 billion in enterprise value, with the FERC proceeding directly affecting a rate base of $612.40 million and annual cost of service of $97.36 million), a reasonable lawyer would conclude that such a significant risk exists.
New York Rule 1.7(b) provides the framework for determining whether a conflict identified under Rule 1.7(a) is consentable. Notwithstanding the existence of a concurrent conflict of interest, a lawyer may represent a client if:
(1) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client;
(2) the representation is not prohibited by law;
(3) the representation does not involve the assertion of a claim by one client against another client represented by the lawyer in the same litigation or other proceeding before a tribunal; and
(4) each affected client gives informed consent, confirmed in writing.
DC Rule 1.7(b)(4) imposes a substantially similar informed-consent-after-consultation standard, requiring that the affected client consent after full disclosure of the circumstances giving rise to the conflict and the material risks of the representation.
New York Rule 1.0(j) defines "informed consent" as an agreement by a person to a proposed course of conduct after the lawyer has communicated adequate information and explanation about the material risks of and reasonably available alternatives to the proposed course of conduct. This definition underscores that consent is not valid unless the client has received a full and adequate explanation of the nature of the conflict, the specific risks it poses, and the alternatives available — including the alternative of retaining conflict-free counsel.
New York Rule 1.8(a) governs business transactions between a lawyer and a client. It requires that the terms of any such transaction be fair and reasonable to the client, fully disclosed in writing in a manner that can be reasonably understood by the client, that the client be advised in writing of the desirability of seeking the advice of independent legal counsel on the transaction, and that the client give informed consent in writing to the essential terms of the transaction and the lawyer's role therein, including whether the lawyer is representing the client in the transaction. While the engagement at issue is not a "business transaction" in the traditional sense contemplated by Rule 1.8(a), the billing partner's 72% equity interest in the client entity raises analogous concerns about fairness, transparency, and informed consent that merit attention. The Firm has therefore ensured that the disclosures provided to DEH satisfy the heightened standards of Rule 1.8(a) as well as Rule 1.7.
With respect to FERC-specific rules, the Commission's Rules of Practice and Procedure at 18 C.F.R. Part 385 do not impose separate or independent conflict-of-interest requirements for attorneys practicing before the Commission beyond those imposed by the attorney's licensing jurisdiction. However, the Commission retains inherent authority to address attorney conduct in proceedings before it, and the Firm is mindful that any conflict issue could become the subject of a motion or inquiry by opposing parties or FERC Trial Staff.
C. Analysis — Consentability
Based on the analysis set forth above, the Firm has determined that the conflict arising from Ms. Dunmore's dual role is consentable under both the New York and District of Columbia Rules of Professional Conduct. The basis for this determination is as follows:
First, a reasonable lawyer could conclude that competent and diligent representation is achievable despite Ms. Dunmore's personal financial interest in the outcome of the proceeding. This conclusion rests principally on the structural safeguards described in Section IV below, which effectively separate Ms. Dunmore's billing partner role from the substantive legal decision-making on this matter. George Trujillo, as Responsible Partner, has full and exclusive authority over all substantive legal strategy, work product, FERC filings, settlement negotiations, witness preparation, and the exercise of professional judgment. Ms. Dunmore's role is limited to administrative and billing functions. With this separation in place, a reasonable lawyer could conclude that the Firm can provide competent and diligent representation to DEH and Ridgeline notwithstanding the personal-interest conflict.
Second, the representation is not prohibited by law. There is no statute, regulation, or rule of court that prohibits a law firm from representing a client in which one of its partners holds an equity interest, provided that the applicable conflict-of-interest rules are satisfied through informed consent and appropriate safeguards.
Third, the conflict does not involve the assertion of a claim by one client against another client of the Firm in the same litigation or proceeding before a tribunal. The conflict here is a personal-interest conflict involving a single client (DEH/Ridgeline) and a partner's financial stake in that client, not a conflict between competing client interests.
Fourth, both the client (DEH, acting through its independent directors) and the Firm (through the Conflicts Committee) are capable of providing informed written consent, and such consent has been obtained as described in Sections V and VI below.
The conflict would be non-consentable only under narrow circumstances not present here. Specifically, the conflict would be non-consentable if: (a) Ms. Dunmore's personal interest were so dominant and pervasive as to make competent representation objectively impossible, regardless of structural safeguards — this is not the case here, given the effective separation of her billing partner role from substantive legal decision-making and the designation of an independent Responsible Partner; or (b) the representation were prohibited by law — which, as noted, it is not.
Finally, as an additional safeguard, the Firm conducted a comprehensive conflicts check on May 8, 2022, to confirm that no adverse parties in this proceeding are current or former clients of C&H. The conflicts check covered the following entities and individuals: ATPC; Tidewater Infrastructure Partners LP; Tidewater GP Inc.; Harrison J. Alderman; Marcus R. Alderman; Sandra K. Fenton; Mountainside Gas Producers Coalition; Calvin Dreyer; Clearwater Municipal Gas Authority; Dennis Ott; Pinnacle National Bank, N.A.; Richard Calvert; Granite Trust Company; Lakeshore Capital Bank; Harborview Capital Management LLC; Samantha Hu; Sentinel Ridge Fund LP; Peter Nowicki; Kellner, Royce & Dillard LLP; William Pratt; Whitmore & Sable LLP; Rebekah Montague; Fordham Municipal Law Group PC; Stephen Greer; and all associated individuals and affiliated entities. No current or former representations of any adverse party or intervenor were identified. The results of the conflicts check are discussed in greater detail in Section VII below.
IV. Structural Safeguards and Mitigation Measures
In connection with the conflict waiver, the Firm has implemented the following structural safeguards and mitigation measures designed to ensure that the identified risks are adequately managed throughout the duration of the engagement. These safeguards have been reviewed and approved by the Conflicts Committee and are conditions of the Committee's approval of the engagement.
Responsible Partner Designation. George Trujillo is designated as the Responsible Partner on C&H Matter No. 1016-00005, with full and exclusive authority over all substantive legal strategy, work product, FERC filings, settlement negotiations, witness preparation, expert coordination, and the exercise of professional judgment in connection with the proceeding. Mr. Trujillo has practiced energy regulatory law for over twenty years and has appeared before the Commission in numerous rate proceedings, interconnection applications, and certificate cases. He is fully qualified to serve as Responsible Partner independently of any involvement by Ms. Dunmore. All substantive legal decisions on this matter are made by Mr. Trujillo or under his direct supervision. Patricia Dunmore will not exercise professional judgment on matter-specific legal questions in her capacity as an C&H partner, and she will not direct, overrule, or interfere with Mr. Trujillo's exercise of independent professional judgment.
Billing Partner Role Limitation. Patricia Dunmore's role as billing partner is expressly limited to the following administrative and client-relationship functions: oversight of fee invoicing and billing; budget management and engagement economics; client relationship coordination and administrative support; and general engagement administration. She will not draft, review, edit, or approve substantive FERC filings, prefiled testimony, legal memoranda, settlement proposals, or strategic recommendations in her capacity as an C&H partner. To the extent that Ms. Dunmore reviews or comments on the substance of the FERC proceeding, she does so in her capacity as Chairperson of DEH's Board of Directors — that is, as a representative of the client — rather than as an attorney providing legal advice.
Client Communications Protocol. When communicating with Ridgeline management or DEH officers — including James K. Winfield (Chief Executive Officer), Angela Moretti (Vice President, Finance), Thomas Greaves (Vice President, Engineering), and Dr. Natasha Orlov (Director of Rates & Regulatory) — on substantive legal matters arising in the FERC proceeding, George Trujillo or Brett Callahan will serve as the primary points of contact. Ms. Dunmore may participate in meetings and communications regarding the substance of the proceeding, but her participation will be in her capacity as DEH Chairperson, not as C&H counsel. Where Ms. Dunmore provides direction or instruction regarding litigation strategy, settlement positions, or other material decisions, such direction is received and treated by the engagement team as client instruction from the Chairperson of the Board, subject to Mr. Trujillo's independent evaluation and professional judgment as Responsible Partner.
Settlement Authority. Settlement authority limits for the FERC proceeding will be established by the DEH Board of Directors, including the participation of independent directors and not solely at the direction of Ms. Dunmore. Settlement authority will be communicated to George Trujillo in writing, and Mr. Trujillo will exercise his independent professional judgment in advising the client on settlement strategy within those parameters. To the extent Ms. Dunmore participates in the establishment of settlement authority, she does so in her capacity as Chairperson of DEH's Board, and not as C&H billing partner.
Fee Review. C&H's standard billing review procedures will apply to this engagement. All invoices will be prepared by the Firm's finance department, reviewed for accuracy and reasonableness by George Trujillo in his capacity as Responsible Partner, and approved through the Firm's ordinary-course finance department processes before submission to DEH for payment. Ms. Dunmore will not unilaterally approve, modify, discount, or otherwise adjust C&H invoices in her capacity as billing partner without the review and concurrence of Mr. Trujillo and the Firm's finance department. Similarly, any fee arrangements, alternative billing structures, or engagement economics decisions will be made through the Firm's standard processes and subject to Responsible Partner review.
Annual Re-Evaluation. The Conflicts Committee will re-evaluate the conflict and the adequacy of these structural safeguards on an annual basis or, if earlier, upon the occurrence of any material change in circumstances. Material changes triggering re-evaluation include, but are not limited to: a change in Ms. Dunmore's equity interest in DEH; a change in Ms. Dunmore's role at C&H; an expansion or material change in the scope of the engagement; a shift in settlement posture that may implicate the conflict; any challenge by opposing counsel or FERC to C&H's representation; or any situation in which Ms. Dunmore's interests as DEH shareholder and her role as C&H partner appear to diverge in a manner that could affect the Firm's independent judgment.
Documentation. All material interactions in which Ms. Dunmore participates in a manner that implicates both her role as DEH Chairperson and her status as an C&H billing partner will be documented with a notation as to the capacity in which she is acting. The engagement team will maintain a log of such interactions, noting the date, participants, subject matter, and Ms. Dunmore's identified capacity. This documentation will be maintained in the engagement file and will be available for review by the Conflicts Committee upon request.
V. Informed Consent — Client (DEH)
A. Disclosure to DEH
In accordance with New York Rule 1.7(b)(4), New York Rule 1.0(j), and DC Rule 1.7(b)(4), the Firm provided full written disclosure to the Board of Directors of Dunmore Energy Holdings Ltd. regarding the nature and implications of the conflict arising from Ms. Dunmore's dual role. The disclosure was provided prior to the execution of the engagement letter and prior to the commencement of substantive work on the FERC proceeding.
Patricia Dunmore recused herself from the Board's consideration and vote on this matter. The disclosure was provided to, and considered by, the independent members of the Board acting without Ms. Dunmore's participation or influence.
The written disclosure addressed each of the following topics in detail:
(a) The Nature of the Conflict. The disclosure explained that Ms. Dunmore's simultaneous roles as (i) Founder, Chairperson, and 72% controlling shareholder of DEH and (ii) billing partner at C&H on the engagement created a personal-interest conflict under the applicable rules of professional conduct. The disclosure explained that the conflict arises because a reasonable lawyer could conclude that there is a significant risk that the Firm's professional judgment could be adversely affected by the personal financial and governance interests of one of its partners in the outcome of the representation.
(b) The Material Risks. The disclosure identified the specific risks associated with the dual role, including: the risk that Ms. Dunmore's personal financial interest (representing 72% of the equity in an entity with approximately $2.8 billion in enterprise value) could influence the Firm's legal strategy, including the aggressiveness of rate positions, the timing and terms of settlement, and the allocation of firm resources to the matter; the risk that Ms. Dunmore's role as billing partner could affect billing practices, fee arrangements, or engagement economics in ways that do not align with the Firm's independent professional judgment; and the risk that Ms. Dunmore's dual capacity could create ambiguity regarding whether particular communications or instructions from Ms. Dunmore are provided in her capacity as client representative or as Firm partner.
(c) Reasonably Available Alternatives. The disclosure identified the reasonably available alternative to the proposed arrangement: DEH could retain separate outside counsel with no personal-interest conflict — that is, a law firm at which no partner holds an equity interest in the client entity or has a governance role in the client entity. The disclosure noted that several other law firms with FERC regulatory expertise are available and capable of providing competent representation in the proceeding.
(d) Structural Safeguards. The disclosure described in detail the structural safeguards that C&H proposes to implement to mitigate the identified risks, including the designation of George Trujillo as Responsible Partner, the limitation of Ms. Dunmore's role to billing partner functions, the client communications protocol, the settlement authority procedures, the fee review process, and the annual re-evaluation requirement.
(e) Right to Consult Independent Counsel. The disclosure expressly advised the Board that DEH had the right to consult with independent legal counsel — that is, counsel not affiliated with C&H — before providing or withholding consent to the proposed arrangement. The disclosure stated that C&H recommended that DEH consider exercising this right, given the significance of the conflict and the magnitude of the proceeding.
B. DEH Board Resolution
On May 9, 2022, the Board of Directors of Dunmore Energy Holdings Ltd., acting through its independent directors with Patricia Dunmore having recused herself from all deliberation and voting on this matter, adopted a resolution acknowledging the conflict, confirming receipt of adequate disclosure from C&H, and consenting in writing to the continued representation by C&H with Ms. Dunmore serving as billing partner, subject to the structural safeguards described in C&H's disclosure letter and in this memorandum.
The resolution specifically notes the following: the Board independently determined, after careful consideration of the disclosure materials and the alternatives available, that C&H's expertise in FERC regulatory proceedings, the qualifications and experience of George Trujillo as Responsible Partner, the depth of the Firm's Energy & Infrastructure Practice Group, and the efficiency and continuity benefits of the existing attorney-client relationship between C&H and DEH outweigh the risks associated with Ms. Dunmore's dual role. The Board concluded that the structural safeguards proposed by C&H are adequate to protect the interests of the client entity and that the engagement should proceed on the terms described.
A copy of the signed Board resolution is attached hereto as Exhibit A.
C. Informed Consent Letter — DEH
In addition to the Board resolution, a separate informed consent letter was prepared and executed on behalf of DEH. The letter was signed by an independent director of DEH on behalf of the Board and is addressed to Calderwood & Harkness LLP. The letter confirms that DEH has provided its informed consent to the representation, after full disclosure of the nature of the conflict, the material risks, the available alternatives, and the proposed structural safeguards, in accordance with New York Rule 1.7(b)(4) and DC Rule 1.7(b)(4).
A copy of the signed informed consent letter is attached hereto as Exhibit B.
VI. Informed Consent — Calderwood & Harkness LLP Conflicts Committee
A. Conflicts Committee Review
Calderwood & Harkness LLP's Conflicts Committee reviewed the dual-role conflict and the proposed engagement on May 9, 2022. The Conflicts Committee is composed of four members: the Firm's General Counsel, the Ethics Partner, and two rotating senior partners drawn from practice groups unrelated to the Energy & Infrastructure Practice Group, thereby ensuring independence of review. The Committee conducted its review based on the written materials prepared by the undersigned, including a preliminary version of this memorandum, the proposed engagement letter, the conflict disclosure letter to DEH, and the results of the comprehensive conflicts check.
The Committee considered the following factors in reaching its determination:
(a) Nature and Magnitude of the Personal Financial Interest. The Committee considered the extraordinary magnitude of Ms. Dunmore's personal financial interest in the outcome of the proceeding. Her 72% equity interest in an entity with an estimated enterprise value of approximately $2.8 billion represents one of the largest personal-interest conflicts the Committee has evaluated. The FERC proceeding directly involves a rate base of $612.40 million, a proposed annual cost of service of $97.36 million, and a proposed recourse rate that will determine substantial and recurring revenue streams for the client entity and, by extension, for Ms. Dunmore personally. The Committee gave careful consideration to whether the magnitude of this interest rendered the conflict non-consentable.
(b) Ms. Dunmore's History at the Firm. The Committee considered that Ms. Dunmore has been a partner at C&H for over fifteen years and brought the DEH relationship to the Firm. The Committee recognized that Ms. Dunmore's long tenure and the value of the DEH client relationship create institutional dynamics that must be managed carefully to ensure that Mr. Trujillo's exercise of independent professional judgment is not subject to implicit pressure or influence.
(c) Adequacy of Structural Safeguards. The Committee reviewed each of the proposed structural safeguards in detail and concluded that, taken together, they provide an adequate framework for managing the identified risks. The Committee placed particular emphasis on the designation of George Trujillo as Responsible Partner with exclusive authority over all substantive legal decisions, and on the limitation of Ms. Dunmore's role to billing partner functions.
(d) Scope and Duration of the Engagement. The Committee considered that FERC rate and interconnection proceedings can extend over multiple years, during which the dynamics of the conflict may evolve. The application was initially filed on May 12, 2022, and the proceeding is expected to follow Track II procedures, which may involve an evidentiary hearing, initial decision by an administrative law judge, and potential review by the full Commission. The Committee determined that the annual re-evaluation requirement is essential given the expected duration of the matter.
(e) Absence of Concurrent Adverse-Party Representation. The Committee confirmed, based on the results of the comprehensive conflicts check, that C&H does not currently represent and has not formerly represented any adverse party or intervenor in the FERC proceeding, including ATPC, Tidewater, MGPC, CMGA, or any of their respective affiliates, officers, or counsel. This eliminates one category of conflict that could compound the personal-interest conflict at issue.
(f) Reputational Risk. The Committee considered the potential reputational risk to C&H if the dual role were to become publicly known or were challenged by opposing parties (KRD, W&S, or FMLG) or FERC Trial Staff during the course of the proceeding. The Committee concluded that while such a challenge is possible, the existence of a properly documented conflict waiver, supported by informed consent and structural safeguards, provides an adequate defense. The Committee further noted that transparency regarding the dual role, should it be questioned, is preferable to any appearance of concealment.
B. Conflicts Committee Determination
Following its review, the Conflicts Committee reached the following determinations on May 9, 2022:
1.  The conflict arising from Ms. Dunmore's dual role as Chairperson and 72% controlling shareholder of DEH and billing partner at C&H on Matter No. 1016-00005 is consentable under New York Rule 1.7(b) and DC Rule 1.7(b)(4).
2.  George Trujillo possesses the qualifications, experience, and independence necessary to provide competent and diligent representation to DEH and Ridgeline in the FERC proceeding notwithstanding Ms. Dunmore's personal interest, and the Committee has confidence in his ability to exercise independent professional judgment free from inappropriate influence.
3.  The structural safeguards described in Section IV of this memorandum are adequate to mitigate the identified risks associated with the dual role, provided they are implemented and maintained throughout the engagement.
4.  The engagement may proceed with Ms. Dunmore designated as billing partner, subject to the following conditions: (i) adherence to all structural safeguards as described herein; (ii) annual re-evaluation of the conflict and safeguards by the Conflicts Committee; (iii) immediate re-evaluation upon the occurrence of any material change in circumstances; (iv) documentation of all instances in which Ms. Dunmore acts in or may be perceived to be acting in a dual capacity; and (v) the right of the Conflicts Committee to withdraw its approval and require modification of the engagement structure if, at any point, the Committee determines that the safeguards have proven inadequate to manage the identified risks.
The Conflicts Committee's written approval memorandum, signed by the General Counsel and the Ethics Partner, is attached hereto as Exhibit C.
VII. Conflicts Check Results
A comprehensive conflicts check was conducted on May 8, 2022, through Calderwood & Harkness LLP's New Business Intake system. The search was designed to identify any current or former representations by C&H of parties adverse to or potentially adverse to the client in the FERC proceeding, as well as any other relationship that could give rise to a concurrent or successive conflict of interest. The following entities and individuals were searched:
•  Dunmore Energy Holdings Ltd. (including all known affiliates and subsidiaries)
•  Ridgeline Midstream Services LLC
•  Appalachian Trunk Pipeline Company, LLC (FERC Code 840117; EIN 25-1987643)
•  Tidewater Infrastructure Partners LP (EIN 51-0438712) and Tidewater GP Inc.
•  Harrison J. Alderman and Marcus R. Alderman
•  Sandra K. Fenton
•  Mountainside Gas Producers Coalition and Calvin Dreyer
•  Clearwater Municipal Gas Authority and Dennis Ott
•  Pinnacle National Bank, N.A. and Richard Calvert
•  Granite Trust Company
•  Lakeshore Capital Bank
•  Harborview Capital Management LLC and Samantha Hu
•  Sentinel Ridge Fund LP and Peter Nowicki
•  Kellner, Royce & Dillard LLP and William Pratt
•  Whitmore & Sable LLP and Rebekah Montague
•  Fordham Municipal Law Group PC and Stephen Greer
•  Braswell Energy Consulting Group LLC and Dr. Raymond Braswell (added subsequently upon Braswell's engagement on April 15, 2023)
•  Ashford & McBride LLP
•  Ridgepoint Appraisal & Valuation Inc.
Results. The conflicts check returned no current or former representations of any adverse party or intervenor in the FERC proceeding. No lateral-hire conflicts were identified. No former-client conflicts were identified. The search revealed no relationship between C&H and ATPC, Tidewater, any Alderman family member, MGPC, CMGA, or any opposing counsel firm that would give rise to a conflict or duty of loyalty concern.
The only relationship identified by the conflicts check is C&H's existing and ongoing representation of DEH and its affiliates, including the Firm's representation of Patricia Dunmore personally on unrelated matters (estate planning and certain personal tax advisory work). These existing representations do not create a conflict with the current engagement; rather, they are the foundation of the attorney-client relationship that gives rise to the personal-interest conflict analyzed in this memorandum.
Supplemental conflicts checks will be conducted upon any new party intervention in the FERC proceeding, upon any significant change in the participants or scope of the proceeding, and upon the engagement of any new consultant or expert by either the client or the Firm in connection with this matter. A supplemental search was, in fact, conducted on April 15, 2023, upon the engagement of Dr. Raymond Braswell through Braswell Energy Consulting Group LLC as a rate design consultant for DEH. No conflicts were identified.
VIII. Ongoing Monitoring and Reporting Obligations
George Trujillo, as Responsible Partner, is responsible for the ongoing monitoring of the conflict throughout the duration of the engagement. The monitoring obligation is a continuing one and encompasses a duty to identify and report to the Conflicts Committee any material change in circumstances that could affect the analysis set forth in this memorandum or the adequacy of the structural safeguards.
Material changes in circumstances requiring re-evaluation by the Conflicts Committee include, but are not limited to, the following:
•  Change in Ms. Dunmore's Equity Interest. Any change in Patricia Dunmore's 72% equity interest in DEH, whether by sale, transfer, dilution, additional investment, or otherwise, could affect the magnitude of the personal-interest conflict and must be reported to the Conflicts Committee promptly.
•  Change in Ms. Dunmore's Role at C&H. Any change in Ms. Dunmore's position at the Firm — including, without limitation, elevation from billing partner to responsible partner on this matter, assumption of additional supervisory authority over the engagement team, departure from the Firm, or change in partnership status — would require immediate re-evaluation.
•  Expansion of Engagement Scope. Any material expansion or change in the scope of the FERC engagement could affect the conflict analysis. It is noted that the scope of the engagement was expanded to include a tariff redesign phase pursuant to a Supplemental Engagement Letter dated April 20, 2023, following the receipt of a FERC Deficiency Letter dated January 19, 2023. Upon the scope expansion, the Conflicts Committee was promptly notified. The Committee reviewed the supplemental engagement and confirmed on April 25, 2023, that no additional informed consent from DEH was required and that the existing structural safeguards remained adequate for the expanded scope.
•  Challenge by Opposing Counsel or FERC. Any challenge by opposing counsel (Kellner, Royce & Dillard LLP; Whitmore & Sable LLP; or Fordham Municipal Law Group PC) or by FERC Trial Staff to C&H's representation based on the dual role or any other conflict theory must be reported to the Conflicts Committee immediately and would trigger an expedited re-evaluation.
•  Divergence of Interests. Any situation in which Ms. Dunmore's interests as DEH shareholder and her position as C&H partner appear to diverge — for example, a fee dispute between DEH and C&H, a disagreement over settlement authority or strategy in which Ms. Dunmore's financial interest as shareholder conflicts with her duties or interests as a Firm partner, or a billing dispute — must be reported to the Conflicts Committee and would require careful evaluation and potential modification of the engagement structure.
•  Engagement of Additional Consultants or Experts. The engagement of additional consultants or experts in connection with the FERC proceeding may create secondary conflicts that must be evaluated. In particular, the Firm notes the engagement of Dr. Raymond Braswell through Braswell Energy Consulting Group LLC (engagement number BEC-2023-0041) as a rate design and cost-of-service consultant for DEH. Dr. Braswell previously served as an economist on FERC Trial Staff, and his engagement raised questions regarding potential conflicts and revolving-door issues that were separately evaluated and resolved. Any future engagement of consultants with ties to FERC, opposing parties, or other participants in the proceeding must be similarly evaluated.
Annual re-evaluation dates have been established as follows:
All monitoring activities, re-evaluations, supplemental conflicts checks, and related correspondence and documentation shall be maintained in the engagement file under C&H Matter No. 1016-00005 and copies shall be provided to the Conflicts Committee.
IX. Conclusion
The dual role of Patricia Dunmore as Founder, Chairperson, and 72% controlling shareholder of Dunmore Energy Holdings Ltd. and billing partner at Calderwood & Harkness LLP on C&H Matter No. 1016-00005 creates a personal-interest conflict of interest under New York Rule of Professional Conduct 1.7(a)(2). The conflict is real and significant, given the extraordinary magnitude of Ms. Dunmore's personal financial stake in the outcome of the FERC proceeding.
The conflict is, however, consentable under New York Rule 1.7(b) and District of Columbia Rule 1.7(b)(4), provided that the requirements for informed written consent and adequate safeguards are satisfied. Those requirements have been met.
Informed written consent has been obtained from the client, Dunmore Energy Holdings Ltd., acting through its independent directors with Ms. Dunmore recused. The DEH Board adopted a resolution on May 9, 2022, acknowledging the conflict, confirming receipt of adequate disclosure, and consenting to the continued representation by C&H with Ms. Dunmore as billing partner, subject to the structural safeguards described herein. A separate informed consent letter has been executed by an independent director on behalf of the Board.
Informed consent has also been obtained from Calderwood & Harkness LLP through the Firm's Conflicts Committee, which reviewed the conflict on May 9, 2022, and determined that the conflict is consentable, that the structural safeguards are adequate, and that the engagement may proceed subject to ongoing monitoring and the Committee's right to withdraw approval if circumstances warrant.
The structural safeguards implemented in connection with this engagement — principally the designation of George Trujillo as Responsible Partner with exclusive authority over all substantive legal decisions, and the express limitation of Ms. Dunmore's role to billing partner functions — adequately mitigate the identified risks. These safeguards ensure that the Firm's exercise of independent professional judgment on behalf of its client is insulated from any actual or potential influence arising from Ms. Dunmore's personal financial interest.
The engagement may proceed. Ongoing monitoring obligations, as described in Section VIII, apply throughout the duration of the representation.
Exhibits
Exhibit A — DEH Board Resolution (May 9, 2022)
RESOLUTION OF THE BOARD OF DIRECTORS OF DUNMORE ENERGY HOLDINGS LTD.
Adopted May 9, 2022
RECITALS
WHEREAS, Calderwood & Harkness LLP ("C&H"), a New York limited liability partnership with offices at 1601 K Street NW, Suite 900, Washington, DC 20006, has proposed to represent Dunmore Energy Holdings Ltd. ("DEH") and its wholly-owned subsidiary, Ridgeline Midstream Services LLC ("Ridgeline"), in proceedings before the Federal Energy Regulatory Commission in FERC Docket Nos. RP22-847-000 (rate case) and RP22-847-001 (interconnection), seeking approval of an initial tariff rate for interstate natural gas transportation service on the Ridgeline Pipeline System and authorization for physical interconnection with Appalachian Trunk Pipeline Company, LLC; and
WHEREAS, Patricia Dunmore, Chairperson of the Board of Directors and holder of 72% of the equity interests of DEH, is a partner at C&H and will serve as billing partner on the engagement (C&H Matter No. 1016-00005); and
WHEREAS, C&H has advised the Board that this dual role — whereby Ms. Dunmore serves simultaneously as the controlling principal of the client entity and as billing partner at the law firm representing that client entity — creates a conflict of interest under applicable professional conduct rules, specifically New York Rule of Professional Conduct 1.7(a)(2) and District of Columbia Rule of Professional Conduct 1.7; and
WHEREAS, C&H has provided full written disclosure to the Board regarding the nature of the conflict, the material risks associated with the dual role (including the risk that Ms. Dunmore's personal financial interest as 72% shareholder could influence C&H's legal strategy, billing practices, or settlement advice), the reasonably available alternatives (including the retention of conflict-free counsel), and the structural safeguards proposed by C&H to mitigate the identified risks; and
WHEREAS, Ms. Dunmore has recused herself from the Board's deliberation and vote on this matter;
NOW, THEREFORE, BE IT:
RESOLVED, that the Board of Directors, acting through its independent directors, having received and considered C&H's written disclosure regarding the personal-interest conflict arising from Ms. Dunmore's dual role, hereby consents to C&H's representation of DEH and Ridgeline in FERC Docket Nos. RP22-847-000 and RP22-847-001 with Ms. Dunmore serving as billing partner, subject to the structural safeguards outlined in C&H's disclosure letter dated May 8, 2022, including the designation of George Trujillo as Responsible Partner with exclusive authority over all substantive legal decisions; and
RESOLVED FURTHER, that the Board acknowledges that it has been advised in writing by C&H of the Board's right to retain independent legal counsel to advise DEH regarding this conflict waiver and the proposed engagement, and that the Board, after due consideration, has elected not to retain separate independent counsel at this time; and
RESOLVED FURTHER, that this resolution and the consent provided herein constitute informed consent, confirmed in writing, as required by New York Rule of Professional Conduct 1.7(b)(4) and District of Columbia Rule of Professional Conduct 1.7(b)(4); and
RESOLVED FURTHER, that the officers of DEH are authorized and directed to execute such further documents and take such further actions as may be necessary or appropriate to effectuate the intent of these resolutions.
DUNMORE ENERGY HOLDINGS LTD.
By: ________
Name: [Independent Director]
Title: Independent Director, Board of Directors
Date: May 9, 2022
Exhibit B — Informed Consent Letter from DEH to C&H (May 9, 2022)
May 9, 2022
DUNMORE ENERGY HOLDINGS LTD. P.O. Box 309, Ugland House George Town, Grand Cayman KY1-1104 Cayman Islands
Calderwood & Harkness LLP 1601 K Street NW, Suite 900 Washington, DC 20006
Attention: George Trujillo, Partner
Re: Informed Consent to Representation — Conflict Waiver — FERC Docket Nos. RP22-847-000 and RP22-847-001 (C&H Matter No. 1016-00005)
Dear Mr. Trujillo:
I write on behalf of the Board of Directors of Dunmore Energy Holdings Ltd. ("DEH"), in my capacity as an independent director, to confirm DEH's informed consent to the representation described below.
The Board has received and carefully reviewed Calderwood & Harkness LLP's ("C&H") written disclosure letter dated May 8, 2022, regarding the personal-interest conflict of interest arising from the dual role of Patricia Dunmore as (i) Founder, Chairperson, and 72% controlling shareholder of DEH and (ii) billing partner at C&H on the engagement concerning the representation of DEH and its wholly-owned subsidiary, Ridgeline Midstream Services LLC ("Ridgeline"), before the Federal Energy Regulat

MEMORANDUM

RESOLUTION OF THE BOARD OF DIRECTORS OF DUNMORE ENERGY HOLDINGS LTD.

RECITALS

NOW, THEREFORE, BE IT:

DUNMORE ENERGY HOLDINGS LTD.

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