[slide 1]
Ridgeway Wind Project — IRC § 6418 Tax Credit Transfer: Structure Overview
Proposed transfer of Production Tax Credits (IRC § 45) from the 250 MW Ridgeway Wind Project via a direct transfer election under IRC § 6418
Prepared for the Calderwood & Harkness LLP scoping engagement — Matter No. 1016-00008
Client: Dunmore Energy Holdings Ltd. (DEH)
Illustrative structure and funds flow — prospective scoping phase only
[slide 2]
Ownership and Entity Chain
Dunmore Energy Holdings Ltd. (DEH) — Cayman Islands exempted limited company; registry no. CR-284319; Callum Dunmore holds 68% equity as Chairman and majority shareholder
Dunmore Renewables Inc. (DRI) — Delaware corporation; U.S. operating subsidiary; Delaware file no. 7491826
Ridgeway Wind Energy LLC (RWE) — Delaware LLC; sole member is Dunmore Renewables Inc.; Delaware file no. 7603517
Ridgeway Wind is the PTC generator and eligible transferor for the § 6418 election
[slide 3]
The Ridgeway Wind Project — Asset Profile
250 MW onshore wind farm on ~28,000 acres of leased ranchland, 14 miles NE of Miles City, Custer County, Montana
83 turbines at 3.0 MW each plus one 1.0 MW substation backup unit; P50 net capacity factor of 38.2%
Commercial Operations Date: November 14, 2025; construction started April 6, 2023; total project cost $412 million
Qualifies for 5x bonus credit (prevailing wage + apprenticeship) and 10% energy community adder — effective PTC rate $0.03025/kWh
[slide 4]
The IRC § 6418 Credit Transfer — Deal Flow
Ridgeway Wind Energy LLC transfers PTCs to Pinnacle Atlantic Partners LP under a direct transfer election (IRC § 6418)
Pinnacle — Delaware LP, file no. 7255043 — is an unrelated taxpayer with ~$480M average annual federal income tax and ~$1.2B in prior § 6418 purchases
Transfer price of $0.92 per $1.00 of credit; estimated Year 1 consideration ~$23.27M; 10-year aggregate ~$232.76M
IRS pre-filing registration required for each taxable year via IRS Energy Credits Online (Treas. Reg. § 1.6418-4); registration pending for TY2025
[slide 5]
Key Contractual Relationships
Transfer Agreement — Ridgeway Wind Energy LLC ↔ Pinnacle Atlantic Partners LP (proposed; NY law)
Power Purchase Agreement — Ridgeway Wind ↔ Great Plains Municipal Power Authority; 20-year fixed price at $38.50/MWh (Nov. 14, 2025 – Nov. 13, 2045)
Credit Agreement & Depositary Agreement — Ridgeway Wind ↔ Redstone Capital Bank, N.A. (OCC Charter No. 18742); $271.6M outstanding as of March 1, 2026
Escrow Agreement — Commonwealth Fiduciary Trust Company; Recapture Insurance — Northfield Specialty Insurance Co. (via broker Corbin Hale & Associates)
[slide 6]
Funds Flow and Indemnity Holdback
Pinnacle pays annual transfer consideration to Ridgeway Wind — estimated Year 1 ~$23,271,803
15% of each annual payment escrowed with Commonwealth Fiduciary Trust Company — Year 1 holdback ~$3,490,770
Holdback secures recapture and disallowance indemnities; released 36 months after each escrow deposit
Transfer proceeds may route through the Depositary Agreement revenue-account waterfall — Redstone consent and coordination required
[slide 7]
Advisor Map and Coordination Points
Calderwood & Harkness LLP — legal structuring and documentation (Sylvia Hartwell, responsible partner; Robert Jansen, lead associate; Garrett Simmons, working associate)
Grayson Birch & Co. LLP (Howard Ellison) — PTC eligibility, cost segregation, IRS registration; Meridian Technical Advisors LLC (Dr. Paul Marlowe Commerce Bank) — energy estimate and COD certification
Corbin Hale & Associates Inc. (Steven Rask) — insurance brokerage; Northfield Specialty Insurance Co. — recapture insurer; Commonwealth Fiduciary Trust Company — escrow agent
Counterparty Pinnacle Atlantic Partners LP advised by Hargrove, Liddell & Strauss LLP (Nathaniel Strauss, lead partner; Catherine Yoon, senior associate)