PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
This memorandum is a privileged and confidential communication prepared by Calderwood & Harkness LLP in the course of providing legal advice to Dunmore Energy Holdings Ltd. and its subsidiaries. It constitutes attorney work product prepared in anticipation of litigation and in connection with an ongoing government investigation. This memorandum is not to be disclosed, copied, or distributed to any person or entity outside the authorized distribution list without the prior written consent of Victoria Chambers, Responsible Partner, Calderwood & Harkness LLP. Any unauthorized disclosure may constitute a waiver of applicable privileges.
MEMORANDUM
TO: File — Matter No. 1016-00009
FROM: Victoria Chambers, Responsible Partner, White Collar & Investigations, Calderwood & Harkness LLP
DATE: August 25, 2022
RE: Omar Al-Rashidi — Cooperation Assessment & Debriefing Summary
CC: Howard Quinn (Billing Partner); Jasmine Thornton (Lead Associate); Conrad Reeves (Senior Counsel, Export Controls & Sanctions); Liam Donahue (Working Associate)
This memorandum assesses the cooperation and credibility of Omar Al-Rashidi, Head of Middle East Operations at Dunmore Trading International Ltd. ("DTI"), in connection with the internal investigation of Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH") arising from the U.S. Department of Justice inquiry opened April 19, 2022. The memorandum summarizes information obtained during debriefing sessions conducted by Calderwood & Harkness, evaluates Al-Rashidi's value as a cooperating witness, and provides recommendations regarding a potential proffer to the DOJ National Security Division, Counterintelligence and Export Control Section. This memorandum should be read in conjunction with the broader investigation work plan, the witness interview matrix, and the forensic accounting reports prepared by Ridgeline Advisory Group LLC.
I. Executive Summary
Omar Al-Rashidi serves as Head of Middle East Operations at DTI, based at Level 14, Gate Building 3, Dubai International Financial Centre, P.O. Box 506774, Dubai, United Arab Emirates. He has held this position since approximately 2019 and reports directly to Derek Hargrave, the former President of DTI, who was placed on administrative leave effective July 1, 2022, and whose employment was subsequently terminated effective October 1, 2022.
Al-Rashidi has been cooperative throughout the internal investigation, participating voluntarily in multiple debriefing sessions during both the first and second rounds of witness interviews conducted by Calderwood & Harkness between May and August 2022. He has appeared without personal counsel at each session, has been forthcoming in his responses, and has not sought to limit the scope of inquiry or withhold information. His participation has been entirely voluntary, and he has affirmatively expressed his willingness to assist the company in its investigation.
Critically, Al-Rashidi has provided material, corroborated information regarding the operations of the DTI trading desk under Derek Hargrave and the role of Natasha Sorokin (Senior Trader, DTI) in transactions with Petronova Trading FZE and Zenith Petroleum DMCC — the two Dubai-based counterparties at the center of the DOJ's inquiry into potential violations of the International Emergency Economic Powers Act ("IEEPA"), the Export Administration Regulations ("EAR"), and related sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"). His testimony provides an insider's perspective on the trading desk's operations, counterparty relationships, compliance culture, and the flow of payments through Crescent Commercial Bank PJSC, supplementing and corroborating the documentary and forensic evidence assembled by the investigation team.
Al-Rashidi has not retained separate personal counsel to date. He has been advised of and received the Upjohn corporate Miranda warning at each debriefing session, consistent with the Witness Interview Protocol & Upjohn Warning Script prepared by Jasmine Thornton on April 18, 2022. At each session, Al-Rashidi confirmed that he understands the attorney-client privilege belongs to Dunmore, not to him personally, and that the company may choose to disclose the contents of the interviews to third parties, including the DOJ, at its sole discretion.
Based on the assessment set forth in detail below, it is my conclusion that Al-Rashidi is credible, consistently forthcoming, and would be a valuable cooperating witness in any DOJ proffer session. His testimony can corroborate documentary evidence collected in the investigation and the forensic findings of Ridgeline Advisory Group LLC (Engagement No. RAG-2022-0319). His demeanor and presentation are well-suited to the proffer context, and his information fills important evidentiary gaps, particularly regarding the roles of Hargrave and Sorokin, that are not fully captured in the documentary record alone.
Accordingly, it is my recommendation that Calderwood & Harkness prepare Al-Rashidi for a potential DOJ proffer interview, which should be offered as part of Dunmore's broader cooperation submission. Making a cooperating witness of Al-Rashidi's caliber available to the government would materially strengthen Dunmore's cooperation credit under the DOJ Corporate Enforcement Policy (updated September 2022), which places significant weight on the voluntary identification and provision of individual witnesses as part of a corporation's cooperation obligations. This recommendation is subject to the preparation steps, risk mitigants, and coordination considerations detailed in Sections VI and VII below.
II. Background on Omar Al-Rashidi
A. Professional Background and Role at DTI
Omar Al-Rashidi is a UAE national with extensive experience in the Middle East energy trading sector. His full name is Omar Tariq Al-Rashidi. He holds the title of Head of Middle East Operations at Dunmore Trading International Ltd. ("DTI"), the overseas trading subsidiary that is at the center of the DOJ's inquiry.
DTI is a limited company incorporated in Dubai, UAE, within the Dubai International Financial Centre ("DIFC"), holding DIFC License No. CL-4827. DTI operates the overseas trading desk through which the suspect crude oil swap transactions and related commodity trades were executed. DTI is a wholly owned subsidiary of Dunmore Energy Holdings Ltd. ("DEH"), the Houston-based parent company that is the subject of the internal investigation.
Al-Rashidi has been in his current role since approximately 2019. During the relevant period of March 2020 through April 2022 — the timeframe encompassing the transactions under investigation — he reported directly to Derek Hargrave, President of DTI. Hargrave was the senior-most executive at the Dubai trading operation and exercised broad authority over trading activities, counterparty relationships, and operational decision-making. As noted above, Hargrave was placed on administrative leave on July 1, 2022, following the initial findings of the internal investigation, and his employment with Dunmore was formally terminated effective October 1, 2022.
Al-Rashidi's responsibilities at DTI encompassed the management of relationships with Middle East–based counterparties, the oversight of regional crude oil and refined products sourcing activities, and coordination with the logistics function headed by Yves Leclerc, Director of Logistics & Shipping at DTI. In this capacity, Al-Rashidi had broad operational visibility into the day-to-day activities of the DTI trading desk, including the origination and maintenance of counterparty relationships, the execution of trades, and the coordination of cargo movements and shipping logistics.
It is important to note, however, that Al-Rashidi was not a direct signatory on the crude oil swap transactions with Petronova Trading FZE or Zenith Petroleum DMCC that are at the heart of the DOJ inquiry. Those transactions were executed by Natasha Sorokin, Senior Trader at DTI, under the authority of Derek Hargrave. Al-Rashidi's role was primarily operational and relational rather than transactional in the specific context of the Petronova and Zenith Petroleum deals. That said, by virtue of his senior position on the trading desk and his management of Middle East counterparty relationships, Al-Rashidi had operational visibility into the counterparty relationships at issue and the payment flows routed through Crescent Commercial Bank PJSC, the Dubai-based trade finance bank that processed payments on behalf of DTI. The relationship manager at Crescent Commercial Bank for the DTI account was Khalid Mansour, with whom Al-Rashidi had periodic contact in connection with routine banking matters.
Al-Rashidi's background prior to joining DTI includes positions at several Middle East–based energy trading firms, though a detailed review of his full employment history is outside the scope of this memorandum. His experience and industry contacts in the Dubai trading community provided him with the network through which he obtained certain information relevant to the investigation, as described in Section III below.
B. Relationship to Key Individuals Under Investigation
Al-Rashidi's relationships with the principal individuals under investigation or of interest to the inquiry are as follows:
Derek Hargrave — Hargrave served as Al-Rashidi's direct supervisor in his capacity as President of DTI. Al-Rashidi reported to Hargrave on all matters related to Middle East operations and counterparty management. Their working relationship was characterized by Al-Rashidi as professional but hierarchical; Hargrave exercised significant control over the trading desk and made final decisions on counterparty approvals and trade execution. Hargrave is now separately represented by James Overstreet of Overstreet & McClain PLLC, Dallas, Texas. Hargrave has declined to participate in the internal investigation through his counsel and has not been debriefed by Calderwood & Harkness.
Natasha Sorokin — Sorokin is a Russian-American dual national who served as Senior Trader at DTI. Al-Rashidi worked alongside Sorokin on the DTI trading desk, though their roles were functionally distinct: Sorokin was responsible for trade execution and direct counterparty dealings with Petronova Trading FZE and Zenith Petroleum DMCC, while Al-Rashidi managed broader regional counterparty relationships. Al-Rashidi observed Sorokin's activities on the trading desk on a daily basis and had direct knowledge of her interactions with Sergei Volkov of Petronova. Sorokin was placed on administrative leave effective May 16, 2022, and her employment was terminated effective September 15, 2022. She is represented by Philip Keane of Wexford Keane LLP, Washington, D.C. Like Hargrave, Sorokin has declined to participate in the internal investigation through her counsel.
Sergei Volkov — Volkov is the Managing Director of Petronova Trading FZE, the Dubai-based commodity trading intermediary through which the majority of the suspect transactions were executed. Al-Rashidi had periodic contact with Volkov in the context of counterparty meetings and industry events. Al-Rashidi's observations of Volkov's interactions with Sorokin and his knowledge of Volkov's connections to Arkady Volkhov and the Volkhov Industrial Group JSC are among the most significant pieces of information Al-Rashidi has provided.
Rajesh Malhotra — Malhotra serves as Controller at DTI and is responsible for financial reporting, payment processing, and account reconciliation at the Dubai office level. Al-Rashidi interacted with Malhotra in the ordinary course of business regarding payment processing for counterparty transactions and account reconciliation. Al-Rashidi has identified Malhotra as the individual with the most detailed knowledge of the payment flows through Crescent Commercial Bank PJSC.
Yves Leclerc — Leclerc is a French national who serves as Director of Logistics & Shipping at DTI. Al-Rashidi coordinated with Leclerc on shipping logistics related to crude oil cargo movements in the Middle East region. Al-Rashidi has identified Leclerc as having primary responsibility for the oilfield equipment export transactions through Caspian Logistik GmbH (Hamburg, Germany) and has suggested that Leclerc may have had concerns about certain aspects of those transactions.
C. No Separate Counsel; Upjohn Warnings Administered
As of the date of this memorandum, Omar Al-Rashidi has not retained separate personal counsel. He has participated in all three debriefing sessions without the presence of a personal attorney and has not expressed an intention to seek personal representation.
Consistent with Calderwood & Harkness's standard practice and the firm's obligations under applicable professional responsibility rules, Upjohn corporate Miranda warnings were administered to Al-Rashidi at the commencement of each interview session. The warnings were delivered in accordance with the Witness Interview Protocol & Upjohn Warning Script prepared by Jasmine Thornton on April 18, 2022, which was reviewed and approved by me prior to the commencement of witness interviews.
At each session, Al-Rashidi acknowledged and confirmed that he understood the following:
(i) Calderwood & Harkness LLP represents Dunmore Energy Holdings Ltd. and its subsidiaries, including DTI, and does not represent Al-Rashidi in his personal capacity;
(ii) The attorney-client privilege that attaches to the interview belongs to Dunmore, not to Al-Rashidi personally;
(iii) Dunmore may, at its sole discretion, choose to waive the attorney-client privilege and disclose the substance of the interview, including Al-Rashidi's statements, to third parties, including the U.S. Department of Justice, other government agencies, and regulatory authorities;
(iv) The interview is voluntary and Al-Rashidi is free to decline to answer any question or to terminate the interview at any time; and
(v) Al-Rashidi has the right to retain personal counsel at his own expense, and Dunmore's willingness to advance legal fees may be available subject to applicable corporate policies and indemnification provisions.
At each session, Al-Rashidi stated that he understood these advisements and wished to proceed with the interview. He expressly stated his willingness to cooperate fully with the investigation and has not at any point sought to invoke any personal privilege, limit the scope of questioning, or condition his participation on any terms.
While Al-Rashidi's decision not to retain personal counsel has facilitated the investigation, it also creates an obligation on Calderwood & Harkness's part to ensure that his rights are adequately protected, particularly in advance of any DOJ-facing interaction. This issue is addressed in greater detail in Section VI.B below.
III. Summary of Debriefing Sessions
A. First Debriefing — June 14, 2022 (Round 1, Interview #11 of 22)
The first debriefing of Omar Al-Rashidi was conducted on June 14, 2022, as part of the first round of witness interviews in the internal investigation. This was the eleventh of twenty-two interviews conducted during Round 1.
Location: Calderwood & Harkness LLP conference facilities coordinated in Dubai, in proximity to the DTI offices in the Dubai International Financial Centre. The session was conducted in a private conference room secured for the purpose of the investigation.
Interviewers: Jasmine Thornton, Lead Associate, Calderwood & Harkness LLP; Amara Osei, Associate, Calderwood & Harkness LLP (London office), present in person.
Duration: Approximately four (4) hours, with one brief break.
Upjohn Warning: Administered by Jasmine Thornton at the commencement of the session. Al-Rashidi confirmed his understanding and consent to proceed.
Topics Covered:
The first debriefing was designed to obtain foundational information from Al-Rashidi regarding the organizational structure and operations of the DTI trading desk, his understanding of counterparty relationships, and his initial account of the events under investigation. The principal topics covered during the session are summarized as follows:
Organizational Structure of the DTI Trading Desk. Al-Rashidi described the organizational structure of the DTI trading desk in detail. He explained that the trading desk in Dubai was relatively small, consisting of approximately eight to ten employees during the relevant period. Derek Hargrave, as President of DTI, exercised overall authority over the trading desk and made final decisions regarding counterparty approvals, trade execution, and the allocation of trading authority among the desk's personnel. Below Hargrave, Natasha Sorokin served as Senior Trader and was the most active trader on the desk, handling the largest share of transaction volume. Al-Rashidi, in his capacity as Head of Middle East Operations, was responsible for maintaining and developing relationships with regional counterparties and coordinating regional sourcing activities. Yves Leclerc managed logistics and shipping, and Rajesh Malhotra served as the office-level Controller with responsibility for payment processing and financial reporting. Al-Rashidi noted that the reporting lines within DTI were relatively flat, with most personnel reporting directly or functionally to Hargrave.
Counterparty Origination and Maintenance. Al-Rashidi described the process by which DTI originated and maintained counterparty relationships. He explained that new counterparties were typically identified through industry contacts, trade conferences, or referrals from existing business relationships. Once a potential counterparty was identified, the customary process — at least as described in DTI's written procedures — was for the counterparty to be submitted to the compliance department for due diligence screening, including OFAC and sanctions checks. Al-Rashidi stated that in practice, however, the rigor of this process varied considerably, and that Hargrave in particular had the authority to approve counterparties on an expedited basis. Al-Rashidi noted that Hargrave's counterparty approvals were rarely questioned by the compliance function.
Introduction of Petronova Trading FZE. Al-Rashidi provided a detailed account of how Petronova Trading FZE came to be onboarded as a DTI counterparty. He stated that Hargrave personally introduced Petronova as a new trading counterparty in approximately early 2020, around the time of the earliest suspect transactions identified in the investigation (March 2020). Al-Rashidi recalled that Hargrave described Petronova as a Dubai-based commodity trading intermediary with access to crude oil supplies and a network of downstream buyers. Petronova's registered address was Office 1407, Al Shafar Tower, Dubai Internet City. Al-Rashidi stated that Hargrave did not provide extensive details regarding Petronova's ownership structure or beneficial owners at the time of onboarding, and that the counterparty was processed through what Al-Rashidi described as a relatively cursory due diligence review.
Sorokin's Role with Petronova. Al-Rashidi stated that Natasha Sorokin was designated as the primary relationship manager for Petronova and handled day-to-day trading activities with the counterparty. Al-Rashidi observed Sorokin meeting with Sergei Volkov, Managing Director of Petronova, on multiple occasions at the DTI offices in the DIFC. He described these meetings as occurring with some regularity, estimating that Volkov visited the DTI offices approximately once every two to three weeks during active trading periods. Al-Rashidi noted that Sorokin appeared to have a close working relationship with Volkov that went beyond standard counterparty interactions, though he could not characterize the nature of that relationship with greater specificity.
Understanding of Petronova's Business. Al-Rashidi described his understanding at the time that Petronova was a Dubai-based commodity trading intermediary engaged in the sourcing and resale of crude oil and refined petroleum products. He stated that he was not initially aware of any connections between Petronova, Sergei Volkov, or the Volkhov Industrial Group JSC, a Russian conglomerate headquartered in Moscow and chaired by Arkady Volkhov. Al-Rashidi's understanding of these connections evolved over time, as described below and in connection with the second debriefing session.
First Suspicions. Al-Rashidi stated that his first suspicions about Petronova arose in late 2021, when he observed documents referencing Russian end-users in connection with crude oil cargoes traded through Petronova. While he could not recall the specific documents with precision, he stated that the references to Russian destinations or Russian-affiliated entities struck him as unusual given Petronova's ostensible profile as a Dubai-based intermediary. These observations, combined with information he obtained from a Dubai industry contact (discussed in the second debriefing summary), prompted him to raise concerns with Hargrave.
Informal Escalation to Hargrave. Al-Rashidi stated that he raised informal concerns with Derek Hargrave about counterparty transparency with respect to Petronova in approximately November or December 2021. He recalled the conversation as having occurred in Hargrave's office at the DTI premises in the DIFC. According to Al-Rashidi, Hargrave dismissed the concerns, stating that Petronova was "fully vetted" and that the compliance department — then headed by Gerald Fisk, former Chief Compliance Officer of Dunmore — had cleared the counterparty. Al-Rashidi stated that Hargrave's tone was dismissive and that Hargrave did not invite further discussion of the matter. Al-Rashidi acknowledged that he did not escalate his concerns beyond Hargrave at that time, a point addressed in the credibility assessment in Section IV below.
Zenith Petroleum DMCC. Al-Rashidi provided background on DTI's relationship with Zenith Petroleum DMCC, a second counterparty involved in certain of the flagged transactions. Zenith Petroleum is registered at Unit 2201, Jumeirah Bay Tower X2, Cluster X, Jumeirah Lakes Towers, Dubai, and is managed by Farhan Qureshi. Al-Rashidi confirmed that DTI executed crude oil swap transactions with Zenith Petroleum in addition to Petronova, and that Sorokin handled the Zenith Petroleum relationship as well. Al-Rashidi stated he had less direct involvement with Zenith Petroleum than with Petronova and could provide less detail regarding Zenith Petroleum's ownership and operations.
Payment Flows Through Crescent Commercial Bank. Al-Rashidi provided background on the payment flows associated with DTI's trading activities, which were processed through Crescent Commercial Bank PJSC, a Dubai-based trade finance bank. Al-Rashidi noted that Rajesh Malhotra, as Controller, handled the payment processing function at DTI, but that payment instructions originated from Sorokin in connection with specific trades and were approved by Hargrave. Al-Rashidi stated he had general awareness of the payment process but was not directly involved in structuring or executing payments. He identified Malhotra as the individual best positioned to provide detailed information regarding payment flows and intermediary accounts.
B. Second Debriefing — August 10, 2022 (Round 2, Interview #4 of 15)
The second debriefing of Omar Al-Rashidi was conducted on August 10, 2022, as part of the second round of witness interviews. This was the fourth of fifteen interviews conducted during Round 2. The second debriefing was a more intensive session, focused on specific transactions and documentary evidence, and was conducted with the benefit of Ridgeline Advisory Group's preliminary forensic findings.
Location: Calderwood & Harkness LLP, 1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006. Al-Rashidi traveled from Dubai specifically for this session and for related meetings.
Interviewers: Victoria Chambers, Responsible Partner; Jasmine Thornton, Lead Associate.
Duration: Approximately five and one-half (5.5) hours, with two breaks.
Upjohn Warning: Re-administered by Victoria Chambers at the commencement of the session. Al-Rashidi confirmed his continued understanding and consent.
Topics Covered:
Follow-Up on Specific Transactions Identified by Ridgeline Advisory Group. The second session opened with a detailed review of specific transactions identified by Ridgeline Advisory Group LLC (Engagement No. RAG-2022-0319; engagement lead: Dr. Margaret Liu, CPA, CFE) as part of the forensic accounting analysis. Al-Rashidi was shown selected documentary evidence from the fourteen (14) crude oil swap transactions executed between DTI and Petronova Trading FZE and Zenith Petroleum DMCC during the period from June 2020 through February 2022, representing a total notional value of approximately $218.7 million. Al-Rashidi was asked to review the documentary materials and identify his knowledge of, and involvement in, specific deals within this universe of transactions.
Al-Rashidi confirmed direct knowledge of seven (7) of the fourteen (14) swap transactions. For these seven transactions, he was able to provide context regarding the counterparty negotiations, the timing of execution, and the general terms of the trades. For the remaining seven (7) transactions, Al-Rashidi stated that he had only general awareness of the deals through periodic trading desk meetings and summary reports circulated by Hargrave or Sorokin, but did not have direct involvement in their origination or execution.
Ridgeline's Preliminary Tracing Analysis. Al-Rashidi was shown Ridgeline Advisory Group's preliminary tracing analysis identifying nine (9) of the fourteen (14) transactions as "tainted" — that is, involving crude oil that was ultimately sourced from or destined for entities controlled by or affiliated with Arkady Volkhov and the Volkhov Industrial Group JSC. The nine tainted transactions carried a combined notional value of approximately $156.3 million. Al-Rashidi reviewed the analysis and confirmed that it was consistent with his own observations and understanding of the trading activity. He stated that the pattern of trading through Petronova as an intermediary, with ultimate sourcing or delivery tied to Russian-affiliated entities, aligned with the concerns he had begun to develop in late 2021.
Petronova's Beneficial Ownership. The session included a detailed discussion of Petronova Trading FZE's beneficial ownership structure and Sergei Volkov's connections to Arkady Volkhov and the Volkhov Industrial Group. Al-Rashidi stated that in approximately mid-2021, he became aware — through conversations with a local Dubai industry contact whose identity he disclosed to Calderwood & Harkness on a confidential basis — that Sergei Volkov had business ties to Arkady Volkhov and the Volkhov Industrial Group. According to Al-Rashidi, the industry contact indicated that Volkov was widely understood in the Dubai trading community to be associated with the Volkhov Group's commodity operations and that Petronova functioned, at least in part, as a trading vehicle for Volkhov-controlled interests.
Al-Rashidi acknowledged that he did not formally escalate this information to the compliance department, the General Counsel's office, or any other function within Dunmore. He was candid in acknowledging this failure and offered an explanation for his inaction, as discussed below.
Failure to Escalate — Explanation. Al-Rashidi explained his failure to escalate the information regarding Volkov's ties to the Volkhov Group as follows: He stated that after learning of the rumored connection from his industry contact, he mentioned the information to Derek Hargrave during a conversation at the DTI offices. According to Al-Rashidi, Hargrave instructed him not to pursue the matter further and characterized the information as "market gossip" that was not to be credited. Al-Rashidi stated that he deferred to Hargrave's judgment as his direct supervisor and the senior executive at DTI, and that he did not feel empowered to escalate the issue over Hargrave's head to the compliance department or the General Counsel (Marcus Wellbourne) in Houston. He characterized the DTI office culture as one in which Hargrave's directives were understood to be final and in which independent escalation to Houston-based functions was uncommon and potentially career-limiting. Al-Rashidi expressed regret for not having escalated the information independently and acknowledged that, in hindsight, he should have done so.
Oilfield Equipment Exports via Caspian Logistik GmbH. The session included a discussion of the oilfield equipment export transactions conducted through Caspian Logistik GmbH, a Hamburg, Germany–based logistics company registered at Mönckebergstraße 22, 20095 Hamburg, and managed by Klaus Weidemann. The equipment export transactions, with a combined value of approximately $12.4 million, involved the shipment of oilfield equipment through Caspian Logistik that may have been subject to U.S. export control jurisdiction under the Export Administration Regulations. Al-Rashidi stated that he had limited direct involvement in the equipment export transactions. He indicated that those transactions were primarily handled by Yves Leclerc, Director of Logistics & Shipping at DTI, and were coordinated through Hargrave. Al-Rashidi stated he did not have detailed knowledge of the specific equipment items shipped, the end-user certifications associated with those shipments, or the export licensing analysis (if any) that was conducted. He indicated that Leclerc would be the appropriate individual to provide detailed information on this aspect of the investigation.
Gerald Fisk and the Compliance Function. Al-Rashidi provided additional context on the role of Gerald Fisk, former Chief Compliance Officer of Dunmore, who departed the company on June 10, 2022. Fisk is represented by Catherine Blackthorn of Blackthorn & Associates LLP, Houston, Texas. Al-Rashidi stated that Fisk visited the DTI Dubai office only twice during the entire relevant period of March 2020 through April 2022 — an observation that underscores the lack of direct compliance oversight at the trading desk level. Al-Rashidi stated that OFAC screening procedures at DTI were largely paper-based and infrequent, relying on periodic manual checks rather than automated, real-time screening systems. He characterized the compliance environment at the Dubai office as minimal and stated that compliance reviews were widely viewed by the trading desk as formalities to be completed rather than substantive safeguards.
Culture of the DTI Trading Desk. Al-Rashidi described the culture of the DTI trading desk in terms that are significant for the investigation. He characterized the desk as highly autonomous, operating with minimal oversight from Dunmore's Houston headquarters. Hargrave functioned with significant independence and exercised broad discretion over the desk's operations without regular check-ins or approvals from Houston-based management. Compliance reviews, when conducted, were treated as formalities. The prevailing ethos on the desk, according to Al-Rashidi, was that "deals get done" and that the compliance function existed to facilitate transactions, not to impede them. This cultural characterization is consistent with the assessment provided by other witnesses in the investigation and with the documentary evidence reviewed to date.
Structured Payments Through Crescent Commercial Bank. The session included a detailed discussion of the $34.2 million in structured payments routed through 127 intermediary accounts at Crescent Commercial Bank PJSC during the period from March 2020 through March 2022, as identified in Ridgeline Advisory Group's forensic analysis. Al-Rashidi stated that he was generally aware that payments associated with DTI's trading activities were sometimes routed through multiple intermediary entities rather than being paid directly to or from the named counterparties. He stated, however, that he did not fully understand the purpose of this payment structuring and did not participate in designing or directing the payment flows. He deferred detailed knowledge of the payment structuring to Rajesh Malhotra, the DTI Controller, who had primary responsibility for payment processing and who received payment instructions from Sorokin with Hargrave's approval.
Sorokin's Use of Encrypted Messaging Applications. Al-Rashidi provided information regarding Natasha Sorokin's use of encrypted messaging applications for business communications. He stated that he observed Sorokin using personal mobile devices — rather than company-issued devices — for communications that appeared to relate to business matters, including her dealings with Sergei Volkov of Petronova. Al-Rashidi stated that he observed Sorokin using what he believed to be encrypted messaging applications on these personal devices on multiple occasions, though he could not identify the specific applications with certainty. This information is highly relevant to the document collection and preservation effort, as it suggests that a potentially significant volume of business communications may have been conducted outside of DTI's corporate communications systems and may not have been fully captured in the document collection conducted by Nexagen Analytics Inc. (Project No. NX-DEH-2204).
C. Third Debriefing — August 22, 2022 (Supplemental Follow-Up)
The third debriefing of Omar Al-Rashidi was conducted on August 22, 2022, as a supplemental follow-up session focusing on OFAC sanctions compliance and export control issues. This session was scheduled specifically to allow Conrad Reeves, Senior Counsel in Calderwood & Harkness's Export Controls & Sanctions practice, to participate in the questioning.
Location: Calderwood & Harkness LLP, 1750 Pennsylvania Avenue NW, Suite 800, Washington, DC 20006.
Interviewers: Victoria Chambers, Responsible Partner; Conrad Reeves, Senior Counsel, Export Controls & Sanctions.
Duration: Approximately three (3) hours, with one break.
Upjohn Warning: Re-administered by Victoria Chambers at the commencement of the session. Al-Rashidi confirmed his continued understanding and consent.
Topics Covered:
OFAC and Export Control Compliance at DTI. The session focused primarily on the sanctions and export control compliance framework — or the absence thereof — at the DTI Dubai office. Al-Rashidi described the screening process for counterparties in detail and confirmed that Petronova Trading FZE was not subjected to enhanced due diligence despite being a newly onboarded counterparty introduced by Hargrave. He stated that the standard practice at DTI was to conduct a basic check of the OFAC Specially Designated Nationals and blocked Persons List ("SDN List") at the time of counterparty onboarding, but that the screening was manual, infrequent, and limited in scope. There was no ongoing or periodic rescreening of existing counterparties, and no automated screening tools were deployed at the Dubai office during the relevant period.
OFAC SDN List Entry for Volkhov Industrial Group. Al-Rashidi was shown the OFAC SDN List entry for Volkhov Industrial Group JSC, which was added to the SDN List on April 6, 2022, pursuant to Executive Order 14024. Conrad Reeves also explained to Al-Rashidi that Volkhov Industrial Group had previously been designated under Directive 2 pursuant to Executive Order 13662, effective November 15, 2019, which imposed sectoral sanctions restricting certain types of financial transactions with the entity. Al-Rashidi confirmed that he was not aware of the Directive 2 designation at the time the transactions with Petronova were being conducted. He stated that he only became aware of Volkhov Industrial Group's designation — specifically its April 2022 SDN listing — after the designation was circulated internally by Gerald Fisk via email to DTI personnel on April 11, 2022, five days after the SDN listing became effective.
Gap in Directive 2 Screening. Conrad Reeves explored with Al-Rashidi the gap between the Directive 2 designation (November 15, 2019) and the SDN listing (April 6, 2022). Al-Rashidi confirmed that the DTI trading desk did not routinely screen for Directive 2–designated entities. The screening process, to the extent it existed, was focused exclusively on SDN-listed parties. This meant that entities subject to sectoral sanctions under Directives 1 through 4 pursuant to Executive Order 13662 — including the Volkhov Industrial Group from November 2019 onward — would not have been identified by DTI's screening procedures. This compliance gap is consistent with the broader deficiencies in Dunmore's pre-existing sanctions compliance program, which have been assessed separately in a memorandum by Conrad Reeves and Jasmine Thornton dated November 15, 2022.
False End-User Certifications and Oilfield Equipment Exports. Al-Rashidi was asked about any knowledge of false end-user certifications related to the oilfield equipment exports conducted through Caspian Logistik GmbH. Conrad Reeves explained the relevant Export Control Classification Numbers — specifically ECCN 2B350 (relating to chemical and biological equipment) and ECCN 2B999 (relating to certain items for use in specific countries) — and asked Al-Rashidi to describe his awareness of the end-user certification process. Al-Rashidi stated that he had no direct knowledge of false end-user certifications or of the content of the certifications associated with the Caspian Logistik shipments. He stated, however, that he suspected Yves Leclerc may have had concerns about certain aspects of the equipment export transactions, based on comments Leclerc had made to Al-Rashidi in passing. Al-Rashidi could not recall the specific substance of those comments with precision but characterized them as suggesting Leclerc was uncomfortable with certain aspects of the shipments.
EAR Compliance Protocols at DTI. Conrad Reeves walked Al-Rashidi through the requirements of Part 746.5 of the Export Administration Regulations and asked him to describe the export compliance protocols in place at the DTI Dubai office. Al-Rashidi stated, candidly, that there were no formal EAR compliance procedures at the Dubai office. He explained that export control compliance was not a subject that was discussed on the trading desk, that no training had been provided to DTI personnel on EAR requirements, and that he was not aware of any designated export compliance officer at the DTI level. He acknowledged that this lack of compliance infrastructure was a significant gap, particularly given that DTI's trading activities involved the movement of commodities and equipment with potential U.S. export control implications.
IV. Assessment of Credibility
The credibility of any potential cooperating witness is a critical factor in determining whether to present that witness to the government in a proffer setting. A witness who provides inaccurate, inconsistent, or unreliable information can undermine the company's cooperation submission and damage the credibility of the internal investigation itself. Accordingly, this section provides a detailed assessment of Al-Rashidi's credibility based on four dimensions: consistency with documentary evidence, internal consistency across sessions, potential weaknesses and areas of concern, and demeanor and presentation.
A. Consistency with Documentary Evidence
Al-Rashidi's account of events has been substantially consistent with the documentary evidence reviewed by the Calderwood & Harkness investigation team and the e-discovery and document review work performed by Nexagen Analytics Inc. (Project No. NX-DEH-2204; project manager: Brian Cavanaugh). Nexagen has collected a total of 2,347,812 documents from custodial and non-custodial sources across Dunmore and DTI, and the Calderwood & Harkness team has reviewed a substantial subset of those documents in connection with the investigation.
Specifically, the documentary evidence corroborates the following elements of Al-Rashidi's account:
• Emails and internal correspondence confirm Al-Rashidi's timeline regarding the onboarding of Petronova Trading FZE as a DTI counterparty in early 2020 and the central role of Natasha Sorokin and Derek Hargrave in the Petronova relationship.
• Trading records, confirmations, and counterparty communications are consistent with Al-Rashidi's description of the execution of the crude oil swap transactions and the allocation of trading responsibility between Sorokin and Al-Rashidi.
• Internal meeting notes from DTI trading desk meetings corroborate Al-Rashidi's account of the desk's organizational structure, reporting lines, and operating culture.
• Al-Rashidi's description of payment flows through Crescent Commercial Bank PJSC is consistent with the forensic accounting analysis conducted by Ridgeline Advisory Group LLC, which has traced $34.2 million in payments through 127 intermediary accounts during the March 2020 through March 2022 period.
• Compliance records (such as they are) and OFAC screening logs at DTI are consistent with Al-Rashidi's description of the limited and paper-based nature of the screening process.
Importantly, no documents reviewed to date contradict Al-Rashidi's statements. While the absence of contradictory evidence is not conclusive proof of truthfulness, it is a significant positive indicator, particularly given the volume of documents under review.
B. Consistency Across Sessions
Al-Rashidi's accounts across the three debriefing sessions — spanning a period of approximately ten weeks from June 14, 2022, through August 22, 2022 — have been internally consistent. No material contradictions have been identified between his statements in the first, second, and third sessions. His descriptions of key events, individuals, timelines, and relationships have remained stable and coherent across sessions, even when approached from different angles or in the context of more granular questioning during the second and third sessions.
Where Al-Rashidi could not recall specific details — such as precise dates, the content of particular documents, or the substance of specific conversations — he candidly acknowledged gaps in his memory rather than speculating or offering reconstructed accounts. This approach is consistent with the behavior of a truthful witness and distinguishes Al-Rashidi from witnesses who attempt to fill gaps with favorable but unreliable narratives.
Notably, Al-Rashidi corrected one minor detail between the first and second sessions without being prompted to do so. Specifically, he corrected a date reference regarding when he first observed documents referencing Russian end-users in connection with Petronova cargoes, refining his estimate from "late 2021" to "approximately October or November 2021." This self-correction, made voluntarily and without prompting, enhanced rather than diminished his credibility, as it demonstrated a commitment to accuracy and a willingness to refine his recollection as his memory was refreshed by further reflection and document review.
C. Potential Weaknesses and Areas of Concern
While Al-Rashidi's overall credibility is assessed as strong, several potential weaknesses and areas of concern must be acknowledged and addressed in advance of any DOJ proffer session:
Failure to Formally Escalate the Volkov–Volkhov Connection. The most significant potential vulnerability in Al-Rashidi's account is his admission that he became aware of the connection between Sergei Volkov and Arkady Volkhov / Volkhov Industrial Group in mid-2021 but did not formally escalate this information to the compliance department, the General Counsel (Marcus Wellbourne), or any other function within Dunmore outside the DTI Dubai office. While Al-Rashidi did raise the issue informally with Derek Hargrave and received a dismissive response, his failure to escalate beyond Hargrave is a potential vulnerability that DOJ prosecutors could probe during a proffer session. Prosecutors may question why Al-Rashidi, as a senior employee who understood the significance of the Volkhov Group's activities, did not take further steps to ensure that the information was acted upon.
Al-Rashidi's explanation — that he deferred to Hargrave's instruction not to pursue the matter and that the DTI office culture did not encourage independent escalation — is contextually understandable and is corroborated by other evidence of the trading desk's insular, Hargrave-dominated culture. However, DOJ may view this explanation as insufficient given the seriousness of the potential sanctions exposure associated with the Volkhov Group. This point should be carefully prepared in advance of any proffer session, with an emphasis on the cultural and structural factors that contributed to Al-Rashidi's decision not to escalate.
Limited Knowledge in Certain Areas. Al-Rashidi's knowledge is concentrated in the areas of counterparty relationships, trading desk operations, and the compliance environment at DTI. His knowledge of the oilfield equipment exports through Caspian Logistik GmbH and the payment structuring through Crescent Commercial Bank PJSC is limited. His testimony alone cannot establish all elements of the conduct at issue, and he will need to be supplemented by testimony from or evidence regarding Yves Leclerc (on the equipment exports), Rajesh Malhotra (on payment structuring), and potentially others. This is not a credibility issue per se, but rather a limitation on the scope of the testimony Al-Rashidi can provide.
Employment Status and Potential Interest Alignment. Al-Rashidi remains an active employee of Dunmore, which DOJ may view as creating an interest alignment between Al-Rashidi and the company. Prosecutors may question whether Al-Rashidi's cooperation is motivated by a desire to please his employer rather than by a commitment to truthfulness. However, this concern is mitigated by several factors: Al-Rashidi has provided information that is adverse to his former superiors, Hargrave and Sorokin; he has acknowledged his own failure to escalate, which could theoretically expose him to adverse consequences; and his cooperation is voluntary and has been consistent from the outset. On balance, Al-Rashidi's employment status is a manageable concern that can be addressed through proper framing in the proffer context.
D. Demeanor and Presentation
Al-Rashidi presented as calm, articulate, and professional across all three debriefing sessions. He maintained a composed demeanor even when discussing sensitive or uncomfortable topics, such as his failure to escalate the Volkov–Volkhov connection or the deficient compliance culture at DTI. He answered questions directly, without unnecessary qualification or circumlocution, and did not appear evasive or coached. His manner of speaking was measured and deliberate, and he demonstrated a willingness to take his time in formulating responses to complex or sensitive questions.
On several occasions, Al-Rashidi volunteered relevant information without being specifically asked, including his observations of Sorokin's use of encrypted messaging applications and his suspicion that Leclerc may have had concerns about the equipment exports. This willingness to volunteer information unprompted is a significant positive indicator of his cooperative posture and his commitment to providing a full account.
It is my assessment that Al-Rashidi would present well in a DOJ proffer setting. His demeanor, communication style, and forthright manner are well-suited to the proffer context, and his ability to provide clear, detailed, and contextually rich testimony would be an asset in any government-facing interaction.
V. Key Substantive Information Provided by Al-Rashidi
This section consolidates the key substantive information provided by Al-Rashidi across his three debriefing sessions, organized thematically. This summary is intended to provide a concise reference for the investigation team and to facilitate preparation for any DOJ proffer session.
A. Trading Desk Operations and Governance
Al-Rashidi provided a detailed picture of how the DTI Dubai trading desk operated during the relevant period. The key points are as follows:
The DTI trading desk operated with a high degree of autonomy from Dunmore's Houston headquarters. Derek Hargrave, as President of DTI, had final authority on counterparty approvals and trade execution, and he exercised this authority largely without oversight or intervention from Houston-based management. The desk functioned, in practice, as a self-contained operation with its own decision-making structures and operational norms, subject to only minimal check-ins from the parent company.
Callum Renshaw, CEO of Dunmore Energy Holdings Ltd. (based in Houston), received periodic summary reports from Hargrave regarding DTI's trading activities. However, according to Al-Rashidi, Renshaw did not typically review individual transactions or counterparty-level details. The summary reports provided to Renshaw were high-level in nature and focused on aggregate trading volume, revenue, and profitability metrics rather than individual deal characteristics or counterparty information. This limited visibility at the CEO level is consistent with the broader governance concerns identified in the investigation.
Sandra Whitfield, Chief Financial Officer of Dunmore Energy Holdings Ltd., oversaw consolidated financial reporting for the Dunmore group but relied on Rajesh Malhotra's DTI-level reporting for the Dubai office's financial data. According to Al-Rashidi, Whitfield did not have direct, independent visibility into the details of DTI's trading activities or payment flows, and her engagement with the Dubai office was limited to periodic financial reporting cycles.
B. Petronova Trading FZE and Volkhov Connections
Al-Rashidi's information regarding Petronova Trading FZE and its connections to the Volkhov Industrial Group represents some of the most significant testimony obtained in the investigation. The key points are summarized as follows:
Derek Hargrave personally introduced Petronova Trading FZE as a DTI counterparty in early 2020. Natasha Sorokin was designated as the primary relationship manager for Petronova and handled all day-to-day trading activities with the counterparty. Al-Rashidi observed multiple in-person meetings between Sorokin and Sergei Volkov, Managing Director of Petronova, at the DTI offices in the DIFC.
Al-Rashidi learned of the connection between Sergei Volkov and Arkady Volkhov, Chairman of the Volkhov Industrial Group JSC (Moscow, Russia), through a local Dubai industry contact in mid-2021. The contact indicated that Volkov was widely understood in the Dubai trading community to be associated with Volkhov's commodity operations. Al-Rashidi raised this information informally with Hargrave, who dismissed it as "market gossip" and instructed Al-Rashidi not to pursue the matter further.
The fourteen (14) crude oil swap transactions between DTI and Petronova Trading FZE, executed between June 2020 and February 2022 and carrying a total notional value of approximately $218.7 million, were executed by Sorokin with Hargrave's approval. Al-Rashidi had direct knowledge of seven of these transactions and general awareness of the remaining seven through trading desk meetings.
C. Zenith Petroleum DMCC
Al-Rashidi confirmed that DTI executed crude oil swap transactions with Zenith Petroleum DMCC, a second counterparty flagged in the investigation. Zenith Petroleum is managed by Farhan Qureshi and is registered at Unit 2201, Jumeirah Bay Tower X2, Cluster X, Jumeirah Lakes Towers, Dubai. Al-Rashidi's visibility into the Zenith Petroleum relationship was more limited than his visibility into the Petronova relationship. He confirmed the existence of two flagged crude oil swap transactions with Zenith Petroleum but had less knowledge of Zenith Petroleum's ownership structure or its connections to Volkhov-affiliated entities. He noted, however, that Sorokin also handled the Zenith Petroleum relationship and that he observed Zenith Petroleum and Petronova occasionally referencing overlapping logistics arrangements, which he found noteworthy. He could not independently confirm the nature or extent of any connection between Zenith Petroleum and the Volkhov Group but flagged the overlapping logistics references as a point warranting further investigation.
D. Compliance Environment at DTI
Al-Rashidi's testimony regarding the compliance environment at DTI is among the most significant contextual information obtained in the investigation. The key points are as follows:
Gerald Fisk, as Chief Compliance Officer of Dunmore, visited the DTI Dubai office only twice during the entire relevant period of March 2020 through April 2022. This limited physical presence of the CCO at the trading desk level is indicative of the broader lack of compliance engagement with the Dubai operations.
OFAC screening at DTI was infrequent, manual, and paper-based. The trading desk did not deploy automated screening tools and did not routinely screen for entities designated under OFAC's sectoral sanctions Directives (including Directive 2 pursuant to Executive Order 13662), focusing instead only on SDN-listed parties. This gap in screening is directly relevant to the failure to identify the Volkhov Industrial Group's Directive 2 designation, which was in effect from November 15, 2019, through the period in which the suspect transactions were executed.
No formal EAR compliance procedures existed at the DTI Dubai office. No training was provided to DTI personnel on export control requirements, and no designated export compliance officer was in place at the office level.
The trading desk culture prioritized deal execution over compliance. Hargrave fostered an environment in which compliance reviews were treated as formalities to be completed rather than as substantive safeguards. This cultural characterization is consistent with the accounts of other witnesses and with the documentary evidence reviewed to date.
Al-Rashidi noted that a new Chief Compliance Officer, Priya Nayar, was appointed effective August 1, 2022, and has begun implementing significant changes to the compliance program, including the deployment of automated screening tools, enhanced counterparty due diligence procedures, and a revised escalation framework. These remedial measures are part of the broader compliance enhancement effort being coordinated by Pemberton Investors Solutions LLC.
E. Payment Structuring
Al-Rashidi's knowledge of the payment structuring through Crescent Commercial Bank PJSC is general rather than detailed. He was aware that payments associated with DTI's trading activities were sometimes routed through multiple intermediary entities but did not participate in structuring those payment flows and did not fully understand their purpose. He consistently deferred detailed knowledge of payment structuring to Rajesh Malhotra, the DTI Controller, and identified Malhotra as the individual with primary responsibility for payment processing and the best positioned to provide detailed information on this topic. Al-Rashidi stated that payment instructions originated from Sorokin in connection with specific trades and were approved by Hargrave before being transmitted to Malhotra for execution.
F. Sorokin's Use of Encrypted Communications
Al-Rashidi observed Natasha Sorokin using personal mobile devices and encrypted messaging applications for what appeared to be business communications, including communications with Sergei Volkov of Petronova Trading FZE. Al-Rashidi observed this practice on multiple occasions during the relevant period and stated that Sorokin appeared to conduct a material portion of her communications with Volkov through personal devices rather than through DTI's corporate email and communication systems.
This information is directly relevant to the document collection and preservation effort. Nexagen Analytics Inc. has collected 2,347,812 documents from custodial and non-custodial sources, and the Calderwood & Harkness team has identified 12,847 documents withheld on the basis of privilege. However, Al-Rashidi's observation that Sorokin routinely used personal devices for business communications raises the concern that a potentially significant volume of relevant communications may not have been captured in the collection. Given that Sorokin has declined to cooperate through her counsel and has not made personal devices available, the full extent of communications conducted through encrypted channels may not be recoverable. This issue should be disclosed to DOJ as part of the cooperation submission, as transparency regarding collection limitations is an important component of cooperation credit.
VI. Evaluation for Potential DOJ Proffer
A. Value as Cooperating Witness
Based on the assessment of Al-Rashidi's testimony, credibility, and demeanor set forth above, it is my evaluation that Al-Rashidi would be a valuable cooperating witness in a DOJ proffer session. His value derives from several distinct contributions he can make to the government's understanding of the conduct under investigation:
(i) Counterparty Origination. Al-Rashidi can provide first-hand testimony regarding the DTI trading desk's counterparty origination process, including the circumstances under which Petronova Trading FZE was introduced by Hargrave and onboarded as a counterparty with minimal due diligence.
(ii) Hargrave's Role. Al-Rashidi can testify directly to Hargrave's role in introducing Petronova, approving transactions executed through Petronova and Zenith Petroleum, and dismissing Al-Rashidi's concerns about counterparty transparency.
(iii) Sorokin's Direct Dealings. Al-Rashidi can testify to his direct observations of Sorokin's interactions with Sergei Volkov at the DTI offices and her role as the primary relationship manager for both Petronova and Zenith Petroleum.
(iv) Compliance Environment. Al-Rashidi can provide detailed testimony regarding the deficient compliance environment at DTI, including the limited OFAC screening procedures, the absence of EAR compliance protocols, the infrequency of the CCO's visits to the Dubai office, and the trading desk culture that prioritized deal execution over compliance.
(v) Encrypted Communications. Al-Rashidi can testify to his observations of Sorokin's use of personal devices and encrypted messaging applications for business communications, information that is relevant to the document collection effort and the completeness of the evidentiary record.
Al-Rashidi's testimony corroborates and supplements the documentary evidence and forensic findings of Ridgeline Advisory Group LLC, providing the kind of contextual, narrative testimony that documents alone cannot supply. His information helps to establish the roles and culpability of Hargrave and Sorokin as individuals, which is directly responsive to DOJ's emphasis on individual accountability under the Corporate Enforcement Policy.
Making Al-Rashidi available for a DOJ proffer would demonstrate Dunmore's commitment to full cooperation, consistent with the DOJ Corporate Enforcement Policy (as updated in September 2022), which places significant weight on the voluntary identification and provision of individual witnesses as part of a corporation's cooperation obligations. This was a key theme in the initial proffer delivered by me to Assistant United States Attorney Meredith Calloway on July 15, 2022, during which I represented to AUSA Calloway that Dunmore intended to provide full cooperation, including making witnesses available fo