1016-00009 · Dunmore Energy Holdings · Matter Closure

letter-to-deh-declination-confirmation.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP

Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006, USA Telephone: (202) 555-7800 Facsimile: (202) 555-7801 www.calderwoodharkness.com

NEW YORK — 450 Lexington Avenue, 38th Floor, New York, NY 10017

July 1, 2024

Via Email and FedEx

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

Marcus Wellbourne, Esq. General Counsel Dunmore Energy Holdings Ltd. 1200 McKinney Street, Suite 3400 Houston, TX 77010, USA

Re: Confirmation of DOJ Declination of Prosecution; Formal Closure of Matter No. 1016-00009; File Retention

Reference: In the Matter of Dunmore Energy Holdings Ltd. — DOJ National Security Division Inquiry Concerning Potential Violations of U.S. Sanctions Laws and Export Control Regulations

Dear Marcus:

1. Purpose of This Letter

I am writing in my capacity as Responsible Partner on behalf of Calderwood & Harkness LLP to address several matters of significance following the successful conclusion of the Department of Justice inquiry into Dunmore Energy Holdings Ltd. ("Dunmore" or the "Company"). The purposes of this letter are fourfold: (1) to confirm the firm's receipt of the formal declination of prosecution issued by the U.S. Department of Justice ("DOJ"); (2) to summarize the conclusion of the underlying matter and the favorable resolution obtained; (3) to formally close Calderwood & Harkness's engagement under Matter No. 1016-00009; and (4) to address our file retention obligations and protocols, as well as certain ongoing recommendations for Dunmore's consideration.

At the outset, I wish to extend, on behalf of the entire Calderwood & Harkness team, our sincere congratulations to Dunmore and its leadership on this outcome. The resolution achieved here — a clean declination of prosecution by the DOJ and a Cautionary Letter from the Office of Foreign Assets Control ("OFAC") in lieu of civil monetary penalties — represents the most favorable result available under the circumstances. This outcome is a direct reflection of the genuine commitment to compliance reform demonstrated by CEO Callum Renshaw, CFO Sandra Whitfield, Chief Compliance Officer Priya Nayar, and you personally, Marcus, throughout what has been an intensive and at times extraordinarily demanding twenty-six-month engagement. The leadership of Dunmore should take deserved satisfaction in this result.

2. DOJ Declination — Confirmation and Summary

We can now confirm that on June 28, 2024, the DOJ's National Security Division, Counterintelligence and Export Control Section, issued a formal declination letter addressed to Dunmore Energy Holdings Ltd. The declination letter was signed by Assistant United States Attorney Meredith Calloway, who served as the lead prosecutor throughout this matter. The letter communicated the DOJ's decision that it would not pursue criminal prosecution against Dunmore or any of its subsidiaries, including Dunmore Trading International Ltd. ("DTI"), in connection with the subject inquiry.

The declination concludes the inquiry that was formally opened on April 19, 2022, when the DOJ issued grand jury subpoena GJ No. 22-418 via the U.S. District Court for the District of Columbia (Grand Jury 22-2). As you are aware, the inquiry concerned potential violations of U.S. sanctions laws and export control regulations arising from activities at DTI's Dubai trading desk between approximately March 2020 and April 2022. Specifically, the inquiry focused on:

(a) Potential violations of sanctions programs administered by OFAC, including prohibitions under Executive Order 14024 (of April 15, 2021, "Blocking Property with Respect to Specified Harmful Foreign Activities of the Government of the Russian Federation") and Directive 2 under Executive Order 13662 (restricting certain financial transactions with specified entities in the Russian energy sector);

(b) Potential violations of the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, with particular reference to §746.5 (Russian Federation) and items classified under Export Control Classification Numbers ("ECCNs") 2B350 and 2B999; and

(c) Related potential violations arising from structured financial transactions designed to obscure the involvement of sanctioned or restricted counterparties.

The underlying criminal statutes at issue throughout the inquiry were the International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706, which authorizes the imposition of economic sanctions and criminalizes willful violations thereof, and the Export Control Reform Act of 2018 ("ECRA"), 50 U.S.C. §§ 4801–4852, which governs the control of exports, reexports, and in-country transfers of specified items.

Critically, the declination letter reflects the DOJ's determination that Dunmore satisfied the criteria set forth in the DOJ Corporate Enforcement Policy (as updated in September 2022) for a declination of prosecution. Specifically, the DOJ credited Dunmore for: (i) making a voluntary self-disclosure of potential misconduct; (ii) providing full and proactive cooperation with the DOJ's investigation, including making witnesses available, providing voluminous document productions on an expedited basis, and facilitating access to foreign-based personnel and records; (iii) undertaking timely and appropriate remediation, including the separation of responsible employees, the appointment of a new Chief Compliance Officer, and the design and implementation of a comprehensive Enhanced Sanctions & Export Controls Compliance Program; and (iv) making a voluntary disgorgement of profits derived from the tainted transactions. The confluence of these factors — each of which is addressed in greater detail below — formed the basis for the DOJ's exercise of prosecutorial discretion in favor of declination.

A copy of the DOJ Declination Letter dated June 28, 2024 is enclosed with this correspondence.

3. OFAC Resolution

In addition to the DOJ declination, we note for completeness the favorable resolution obtained with OFAC. On April 15, 2024, OFAC issued a Cautionary Letter (Ref. No. OCA-2024-11587) to Dunmore rather than imposing a civil monetary penalty. The Cautionary Letter represented the conclusion of OFAC's review of the voluntary self-disclosure that Dunmore filed with OFAC on June 1, 2023. That voluntary self-disclosure, which Calderwood & Harkness prepared on Dunmore's behalf pursuant to the supplemental engagement letter dated May 30, 2023, addressed apparent violations involving transactions with counterparties connected to Volkhov Industrial Group JSC ("Volkhov"), a Russian energy conglomerate that was designated under OFAC Directive 2 on November 15, 2019 and subsequently added to OFAC's List of Specially Designated Nationals and blocked Persons ("SDN List") on April 6, 2022 under Executive Order 14024.

The apparent violations at issue involved DTI's Dubai trading desk transactions with Volkhov-connected entities conducted through intermediaries Petronova Trading FZE ("Petronova"), a Free Zone Establishment incorporated in the Jebel Ali Free Zone, Dubai, UAE, and Zenith Petroleum DMCC ("Zenith"), a company registered with the Dubai Multi Commodities Centre. As set forth in the voluntary self-disclosure, certain DTI personnel had reason to know, based on available information and compliance red flags that were inadequately escalated, that the beneficial counterparty in a series of crude oil swap transactions was Volkhov or entities owned or controlled by Volkhov.

In electing to issue a Cautionary Letter rather than a finding of violation or civil monetary penalty, OFAC cited multiple mitigating factors, including: (i) Dunmore's voluntary self-disclosure, which OFAC determined was substantially complete and submitted in a timely manner; (ii) Dunmore's substantial cooperation with OFAC's review, including the provision of detailed transaction analyses, supporting documentation, and beneficial ownership information; (iii) Dunmore's implementation of enhanced compliance measures designed to prevent recurrence; and (iv) Dunmore's voluntary disgorgement of profits derived from the tainted transactions.

Together, the DOJ declination of prosecution and the OFAC Cautionary Letter represent a complete and favorable resolution of all known U.S. government enforcement actions arising from this matter. We are not aware of any other pending or threatened U.S. federal enforcement proceedings related to the conduct at issue, and the DOJ declination letter did not reference any referrals to other agencies or offices.

A copy of the OFAC Cautionary Letter (Ref. OCA-2024-11587) dated April 15, 2024 is enclosed with this correspondence.

4. Summary of the Engagement and Key Milestones

Given the scope and duration of this matter, and for purposes of creating a comprehensive contemporaneous record, we set forth below a summary of the engagement and its key milestones.

4.1 Retention and Scope

Calderwood & Harkness was retained by Dunmore on April 14, 2022, pursuant to a written engagement letter executed on that date by you, Marcus, on behalf of the Company. The retention was precipitated by a notification made on April 11, 2022 by then-Chief Compliance Officer Gerald Fisk to you, in your capacity as General Counsel, regarding potential historical exposure to Volkhov Industrial Group through intermediary Petronova Trading FZE. This notification followed OFAC's designation of Volkhov on the SDN List on April 6, 2022 under Executive Order 14024, which prompted a retrospective review by the compliance function of DTI's Dubai trading desk counterparties and triggered the identification of the potential exposure.

The initial scope of the engagement encompassed: (a) a comprehensive internal investigation into the nature and extent of DTI's transactions involving Volkhov-connected counterparties; (b) the preparation of responses to DOJ subpoenas and inquiries, including grand jury subpoena GJ No. 22-418; (c) the identification and remediation of compliance deficiencies within Dunmore's sanctions and export controls compliance program; and (d) advocacy before the DOJ in pursuit of a declination of prosecution under the DOJ Corporate Enforcement Policy.

The scope of the engagement was subsequently expanded on May 30, 2023, pursuant to a supplemental engagement letter, to include the preparation and filing of a voluntary self-disclosure with OFAC and the management of Dunmore's interactions with OFAC throughout that agency's review process.

The engagement involved personnel from four Calderwood & Harkness offices: New York (primary engagement office and seat of the firm's engagement partner for billing purposes, Howard Quinn); Washington, D.C. (lead office for DOJ engagement and the seat of the Responsible Partner, Victoria Chambers); Houston (coordination with Dunmore headquarters and in-house legal team); and London (coordination with UK-based personnel and document collection). The firm also coordinated with local counsel in Dubai, the UAE, in connection with witness availability and document collection in that jurisdiction.

4.2 Investigation and Document Review

Following retention, Calderwood & Harkness moved immediately to implement a comprehensive litigation hold and to commence document collection activities. Litigation hold notices were issued on April 20, 2022 to all Dunmore entities globally, spanning six jurisdictions: the Cayman Islands (corporate domicile), the United Arab Emirates (DTI Dubai trading desk and operations), the United States (Houston headquarters and New York commercial office), Germany (Caspian Logistik GmbH, a logistics subsidiary), Nigeria (Dunmore Nigeria Ltd., a downstream subsidiary), and the United Kingdom (Dunmore UK Ltd., the London-based corporate services entity). The litigation hold was overseen by Conrad Reeves, Senior Counsel in our Washington, D.C. office, with the assistance of Jasmine Thornton, Lead Associate.

Electronic discovery was managed by Nexagen Analytics Inc. ("Nexagen"), a nationally recognized e-discovery services provider, under Project No. NX-DEH-2204. Brian Cavanaugh served as Project Manager for Nexagen throughout the engagement. The collection, processing, and review effort was substantial in scope:

• Collection: A total of 2,347,812 documents were collected from custodial and non-custodial sources across the six jurisdictions identified above. Sources included email servers, shared network drives, local workstations, mobile devices, instant messaging platforms (including Vireo Software messages and communications from DTI traders), and physical file repositories.

• Processing and Review: Following deduplication, de-NISTing, and date-range filtering, the collected documents were loaded into a Relativity workspace for review. The review team employed a technology-assisted review ("TAR") protocol (Kestrel Health IT) validated through iterative sampling. Of the documents reviewed, 438,916 were deemed responsive to the DOJ's subpoena and related inquiries.

• Privilege Review: A dedicated privilege review team identified 12,847 documents as subject to withholding on the basis of attorney-client privilege, the work product doctrine, or the joint defense privilege. Detailed privilege logs were prepared and produced to the DOJ in connection with each document production.

Document productions to the DOJ were made in two tranches:

• First Production (November 1, 2022): 287,412 documents, bearing Bates numbers DEH-DOJ-000001 through DEH-DOJ-287412, were produced to the DOJ. This production encompassed the substantial majority of responsive trading records, compliance files, email communications, and corporate governance documents.

• Second Production (January 30, 2023): 151,504 additional documents, bearing Bates numbers DEH-DOJ-287413 through DEH-DOJ-438916, were produced to the DOJ. This second production included documents obtained from additional custodians identified during the investigation and materials recovered through supplemental forensic imaging of mobile devices and messaging platforms.

All productions were made in formats compliant with the DOJ's production specifications and were accompanied by load files, metadata, and production cover letters.

Forensic accounting was conducted by Ridgeline Advisory Group LLC ("Ridgeline"), a nationally recognized forensic accounting and financial advisory firm, under Engagement No. RAG-2022-0319. The engagement was led by Dr. Margaret Liu, CPA, CFE, a partner at Ridgeline with extensive experience in sanctions-related financial investigations. Ridgeline's final forensic accounting report was delivered on April 1, 2023, and its key findings informed both the internal investigation report and the OFAC voluntary self-disclosure. The principal forensic findings were as follows:

• Crude Oil Swap Transactions: Ridgeline identified 14 crude oil swap transactions executed by DTI's Dubai trading desk with Petronova Trading FZE and Zenith Petroleum DMCC between March 2020 and April 2022, totaling approximately $218.7 million in aggregate notional value. Of these 14 transactions, 9 transactions with an aggregate notional value of approximately $156.3 million were determined to have involved Volkhov-connected entities as the ultimate beneficial counterparty.

• Oilfield Equipment Exports: Ridgeline identified $12.4 million in oilfield equipment exports facilitated through Caspian Logistik GmbH, Dunmore's German logistics subsidiary, involving items potentially subject to EAR controls under ECCNs 2B350 and 2B999 and destined for end-users connected to Volkhov's operations.

• Structured Payments: Ridgeline identified $34.2 million in structured payments across 127 individual transactions routed through Crescent Commercial Bank PJSC, a UAE-based financial institution, which exhibited characteristics consistent with efforts to obscure the involvement of sanctioned or restricted counterparties in the underlying commercial transactions.

4.3 Witness Interviews

Calderwood & Harkness conducted 47 witness interviews of current and former Dunmore employees across six jurisdictions over three rounds. All interviews were conducted pursuant to Upjohn warnings, and detailed memoranda were prepared for each interview. The interview schedule was as follows:

• Round 1 (May 18 – June 30, 2022): 22 interviews. This initial round focused on DTI Dubai trading desk personnel, compliance department staff, and members of Dunmore's senior leadership team. Interviews were conducted in Houston, Dubai, London, and New York.

• Round 2 (August 5 – September 30, 2022): 15 interviews. The second round focused on operations and logistics personnel (including staff at Caspian Logistik GmbH in Germany), finance and treasury personnel involved in payment processing, and additional compliance and legal department staff identified during the first round.

• Round 3 (February 15 – March 15, 2023): 10 follow-up interviews. The third round comprised targeted follow-up interviews with key witnesses based on forensic accounting findings and additional documents identified during the second production.

In addition to the internal investigation interviews, a DOJ follow-up interview of cooperating witness Omar Al-Rashidi, a former senior trader at DTI's Dubai desk, was conducted on July 12, 2023 at Calderwood & Harkness's Washington, D.C. office. AUSA Meredith Calloway and Trial Attorney Samuel Kovacs of the DOJ's National Security Division were present for this interview, which was conducted with Mr. Al-Rashidi's consent and with Dunmore's authorization as part of the Company's full cooperation with the DOJ's inquiry. The interview lasted approximately four hours and covered the mechanics of the crude oil swap transactions, the role of Petronova and Zenith as intermediaries, and Mr. Al-Rashidi's knowledge of the Volkhov connection.

4.4 Investigation Report and DOJ Engagement

Calderwood & Harkness submitted a comprehensive internal investigation report to the DOJ on May 15, 2023. The report, totaling 176 pages with appendices, set forth the findings of the internal investigation in detail, including the forensic accounting analysis, a timeline of relevant transactions and communications, an assessment of the state of knowledge of relevant Dunmore and DTI personnel, and a description of the compliance deficiencies that permitted the tainted transactions to occur. The report was accompanied by a detailed set of supporting workstream memoranda.

Throughout the engagement, Calderwood & Harkness maintained a proactive and transparent dialogue with the DOJ. Key milestones in this engagement included:

• Initial Proffer (July 15, 2022): Victoria Chambers and Conrad Reeves conducted an initial proffer session with AUSA Calloway and Trial Attorney Kovacs at the DOJ's offices in Washington, D.C. This session provided the DOJ with an overview of the preliminary investigation findings, Dunmore's commitment to full cooperation, and the remediation steps already underway.

• Supplemental Proffer with Forensic Findings (November 20, 2022): A supplemental proffer was conducted to present the interim findings of Ridgeline Advisory Group's forensic accounting analysis, including the identification and quantification of the tainted transactions.

• White Paper on DOJ Corporate Enforcement Policy (March 1, 2023): Calderwood & Harkness submitted a detailed white paper to the DOJ setting forth the legal and factual basis for the application of the DOJ Corporate Enforcement Policy to Dunmore's case. The white paper analyzed each of the Policy's criteria — voluntary self-disclosure, full cooperation, timely and appropriate remediation, and disgorgement — and demonstrated how Dunmore had satisfied each element.

• Formal Request for Declination (April 1, 2024): Following the completion of all remediation measures, the submission of the supplemental remediation report, and the conclusion of the OFAC process, Calderwood & Harkness submitted a formal written request for a declination of prosecution.

• Final Meeting (May 20, 2024): Victoria Chambers met with AUSA Calloway at the DOJ's offices for a final meeting to discuss the status of the declination request and to address any remaining questions from the prosecution team.

4.5 Remediation. Dunmore undertook comprehensive and proactive remediation measures throughout the pendency of the matter, which the DOJ credited as a significant factor in its declination decision. Key remediation milestones included:

• Retention of Remediation Consultant: On December 15, 2022, Dunmore retained Pemberton Investors Solutions LLC ("Marlowe Asset Management"), a specialized sanctions and export controls compliance advisory firm, to design a comprehensive remediation program. Dr. Anton Bremer, a recognized expert in sanctions compliance and a former senior OFAC official, served as the lead consultant for the engagement.

• Appointment of New Chief Compliance Officer: On August 1, 2022, Dunmore appointed Priya Nayar as the Company's new Chief Compliance Officer, replacing Gerald Fisk, who departed the Company on June 10, 2022. Ms. Nayar brought significant experience in sanctions and export controls compliance from her prior role at a major integrated energy company and was empowered with a direct reporting line to the Dunmore Board of Directors.

• Delivery of Remediation Report and Enhanced Compliance Program Framework: On September 15, 2023, Marlowe Asset Management delivered its comprehensive remediation report and the framework for the Enhanced Sanctions & Export Controls Compliance Program (the "Enhanced Program"). The Enhanced Program addressed the specific compliance deficiencies identified during the internal investigation and incorporated best practices consistent with the DOJ's Evaluation of Corporate Compliance Programs (updated March 2023) and OFAC's Framework for Compliance Commitments (May 2019).

• Board Adoption of Enhanced Compliance Program: On October 1, 2023, the Dunmore Board of Directors formally adopted the Enhanced Program by unanimous resolution. The Board resolution included commitments to ongoing funding, staffing, and executive-level oversight of the compliance function.

• Supplemental Remediation Report: On January 15, 2024, Calderwood & Harkness submitted a supplemental remediation report to the DOJ documenting the full implementation of the Enhanced Program, including the deployment of automated sanctions screening tools, the establishment of enhanced due diligence protocols for counterparty onboarding and monitoring, the completion of company-wide training programs, and the implementation of a revised escalation and reporting framework.

4.6 Disgorgement. On November 30, 2023, Dunmore made a voluntary disgorgement payment of $8,750,000 (eight million seven hundred fifty thousand dollars) to the U.S. Treasury. This payment represented the estimated net profits derived from the nine tainted crude oil swap transactions involving Volkhov-connected counterparties. The disgorgement amount was calculated based on the aggregate notional value of the tainted transactions ($156.3 million) multiplied by DTI's estimated net margin on those transactions (approximately 5.6%), yielding a figure of approximately $8.75 million (rounded). The methodology for this calculation was reviewed and validated by Ridgeline Advisory Group and was discussed with AUSA Calloway prior to payment. The DOJ did not contest the calculation or request any additional disgorgement.

4.7 Personnel Actions

Dunmore took decisive personnel actions with respect to the individuals most directly involved in or responsible for the conduct under investigation:

• Derek Hargrave (President, DTI): Mr. Hargrave was placed on administrative leave effective July 1, 2022 and was formally separated from Dunmore effective October 1, 2022. Mr. Hargrave retained individual counsel, James Overstreet of Overstreet & McClain PLLC (Dallas, Texas), whose fees were advanced by Dunmore pursuant to its indemnification obligations.

• Natasha Sorokin (Senior Trader, DTI): Ms. Sorokin was placed on administrative leave effective May 16, 2022 and was formally separated from Dunmore effective September 15, 2022. Ms. Sorokin retained individual counsel, Philip Keane of Wexford Keane LLP (Washington, D.C.), whose fees were advanced by Dunmore pursuant to its indemnification obligations.

• Gerald Fisk (Former Chief Compliance Officer): Mr. Fisk departed Dunmore on June 10, 2022. Mr. Fisk retained individual counsel, Catherine Blackthorn of Blackthorn & Associates LLP (Houston, Texas), whose fees were advanced by Dunmore pursuant to its indemnification obligations.

Calderwood & Harkness did not represent any of these individuals in their personal capacities and maintained appropriate ethical screens throughout the engagement.

5. Financial Summary

We set forth below a comprehensive summary of all costs incurred in connection with the matter. These figures are based on invoices rendered through the date of this letter and the firm's internal financial records.

Dunmore's directors and officers insurance policy issued by Garrison Mutual Insurance Co. (Policy No. GM-DO-2021-08734; $50 million aggregate limit / $10 million per claim limit; $2.5 million self-insured retention) responded to Dunmore's claim for defense costs incurred in this matter. A total of $7,200,000 has been recovered from Garrison Mutual under the policy, representing reimbursement of defense costs (legal fees and investigation expenses). The disgorgement payment was not covered under the terms of the policy, as D&O policies generally do not indemnify for the return of ill-gotten gains.

The net cost to Dunmore after insurance recovery is therefore as follows:

Total Cost of the Matter: $31,275,000 Less: D&O Insurance Recovery: ($7,200,000) Net Cost to Dunmore: $24,075,000

Please note that a final invoice from Calderwood & Harkness for legal services rendered during the month of June 2024 will follow under separate cover from Howard Quinn, Billing Partner, in our New York office. We do not anticipate that the final invoice will be material in relation to the overall engagement costs.

6. Formal Closure of Matter No. 1016-00009

By this letter, we hereby formally confirm that Calderwood & Harkness LLP's engagement under Matter No. 1016-00009 is closed as of the date of this letter, July 1, 2024. No further active work will be performed by the firm on this matter unless Dunmore requests additional services under a new or supplemental engagement letter executed by the parties. Should any such need arise, we would of course be pleased to discuss the scope and terms of a new engagement.

We also wish to bring to your attention the status of the Common Interest and Joint Defense Agreement (the "JDA") dated April 25, 2022, among Dunmore Energy Holdings Ltd., Greystone Capital Partners Fund IV, L.P. ("Greystone," the Company's majority shareholder holding a 62.5% equity interest), and Thornbury Infrastructure Fund II, L.P. ("Thornbury," a minority shareholder holding a 15% equity interest). Pursuant to Section 9(b) of the JDA, the agreement will terminate upon the closure of the matter that is its subject, which closure is being effected by this letter. We recommend that Dunmore promptly notify the other parties to the JDA of the matter's closure and the resulting termination of the agreement. Specifically, we recommend that you communicate with Arthur Pennington III of Harwood & Pennington LLP, counsel for Greystone Capital Partners Fund IV, L.P., and Helen Cresswell, Managing Director of Thornbury Asset Management Ltd., the investment adviser to Thornbury Infrastructure Fund II, L.P. We are available to assist with any such communications if you wish.

7. File Retention and Document Management

7.1 Calderwood & Harkness File Retention Policy

Calderwood & Harkness will retain the complete matter file pertaining to Matter No. 1016-00009 — encompassing both physical and electronic materials — in accordance with the firm's standard Document Retention Policy. Under that policy, client matter files are retained for a period of ten (10) years from the date of matter closure, or for such longer period as may be required by applicable bar rules, regulations, or other legal requirements.

During the retention period, the firm will maintain the files in secure storage (in the case of physical materials) and on the firm's secure, access-controlled document management system (in the case of electronic materials). Access to the files will be restricted to authorized firm personnel and will be subject to the firm's information security and confidentiality protocols.

Following the expiration of the ten-year retention period, the firm will destroy the files in the ordinary course of business in accordance with its Document Retention Policy, unless Dunmore requests the return of its files or requests that the firm extend the retention period. We will endeavor to provide reasonable advance notice to Dunmore prior to any scheduled destruction of files.

7.2 Contents of the Matter File

For the avoidance of doubt, the matter file retained by Calderwood & Harkness in connection with Matter No. 1016-00009 encompasses the following categories of materials:

(a) All attorney-client privileged memoranda, legal analyses, strategy documents, and attorney work product generated by Calderwood & Harkness during the engagement;

(b) The internal investigation report (176 pages) and all supporting workstream memoranda;

(c) All correspondence with the DOJ, including communications with AUSA Meredith Calloway, Trial Attorneys Samuel Kovacs and Lisa Pressman, and their support staff;

(d) All correspondence with OFAC, including communications with Analyst David Matsuda;

(e) All correspondence with the Federal Bureau of Investigation ("FBI"), including communications with Special Agent Thomas Reinhardt;

(f) All document productions and privilege logs (Bates DEH-DOJ-000001 through DEH-DOJ-438916, inclusive; 12,847 privilege-withheld documents with associated privilege log entries);

(g) Witness interview memoranda for all 47 interviews conducted during the investigation;

(h) All forensic accounting reports, analyses, and work papers received from Ridgeline Advisory Group LLC;

(i) All e-discovery project files, processing reports, TAR validation reports, and production records received from Nexagen Analytics Inc.;

(j) All remediation program documentation, reports, and deliverables received from Pemberton Investors Solutions LLC;

(k) The OFAC voluntary self-disclosure and all related correspondence with OFAC;

(l) The DOJ declination letter dated June 28, 2024;

(m) The OFAC Cautionary Letter (Ref. OCA-2024-11587) dated April 15, 2024;

(n) All correspondence with personal counsel for individual employees, including Blackthorn & Associates LLP (for Gerald Fisk), Wexford Keane LLP (for Natasha Sorokin), and Overstreet & McClain PLLC (for Derek Hargrave);

(o) The D&O insurance claim file and all correspondence with Garrison Mutual Insurance Co.;

(p) The Common Interest and Joint Defense Agreement dated April 25, 2022 and related communications with counsel for Greystone and Thornbury;

(q) All engagement letters, supplemental engagement letters, and related retainer documentation;

(r) Billing records, invoices, and financial documentation pertaining to the engagement; and

(s) All other documents, records, and materials generated or received in connection with this matter.

7.3 Client's Right to Request Return of Files

Dunmore may request the return of its files, or copies thereof, at any time during the retention period described above. Upon receipt of such a request, Calderwood & Harkness will make arrangements for the return or copying of the requested materials in a reasonably prompt manner. Please note that certain materials within the file may be subject to the firm's retaining lien rights under applicable law for any outstanding unpaid fees or expenses. We do not anticipate that this issue will arise given the current status of Dunmore's account, but we note it here for completeness.

7.4 Reminder Regarding Dunmore's Own Document Retention

We strongly advise Dunmore to consult internally with you, in your capacity as General Counsel, and with Chief Compliance Officer Priya Nayar, regarding the Company's own retention of documents related to the investigation, remediation program, and compliance enhancements. While the active litigation hold that has been in place since April 20, 2022 may now be lifted with respect to the DOJ and OFAC matters, certain categories of documents should continue to be preserved for the following reasons:

(a) Regulatory Compliance Purposes: Documents relating to the Enhanced Sanctions & Export Controls Compliance Program, including the program framework, training records, testing results, and monitoring reports, should be retained in accordance with Dunmore's record-keeping obligations under applicable sanctions and export control regulations. Retention periods under the EAR, for example, generally require a minimum of five years for export-related records (15 C.F.R. § 762.6).

(b) Ongoing Monitoring Obligations: As part of the Enhanced Program adopted on October 1, 2023, Dunmore committed to ongoing monitoring and testing of its compliance controls. The documentation generated in connection with these ongoing activities, as well as the foundational remediation documentation, should be maintained as evidence of Dunmore's continued commitment to compliance, which could be relevant in the event of any future regulatory inquiry.

(c) Potential Third-Party Litigation: As discussed in Section 8.3 below, the DOJ declination and OFAC resolution do not preclude the possibility of third-party civil claims. Relevant documentation should be preserved to the extent it may be needed for defense of any such claims.

We recommend that Dunmore maintain key remediation documentation — including the Marlowe Asset Management remediation report, the Enhanced Program framework, Board resolutions, and implementation records — for a minimum of ten years, consistent with the DOJ's and OFAC's general expectations regarding the durability of compliance reforms. We further recommend that Dunmore issue a formal memorandum to relevant personnel confirming the lifting of the litigation hold and providing guidance regarding ongoing document retention requirements.

8. Ongoing Obligations and Recommendations

While the closure of this matter marks a significant and positive milestone, we wish to highlight several considerations that merit Dunmore's ongoing attention.

8.1 Compliance Program Maintenance

The DOJ declination was based in significant part on Dunmore's implementation of the Enhanced Sanctions & Export Controls Compliance Program adopted by the Board of Directors on October 1, 2023. This program represented a fundamental transformation of Dunmore's compliance infrastructure, and the DOJ credited its design and implementation as a key factor in the declination decision. It is therefore imperative that Dunmore continue to invest in and maintain this compliance infrastructure on an ongoing basis.

We recommend that Dunmore:

(a) Continue to fund and staff the compliance function at or above current levels, including maintaining the Chief Compliance Officer's direct reporting line to the Board;

(b) Continue the ongoing monitoring, testing, and training activities outlined in the Enhanced Program and in the monitoring and testing framework delivered by Pemberton Investors Solutions on December 15, 2023;

(c) Conduct periodic third-party compliance program assessments — ideally on an annual or biennial basis — to ensure that the Enhanced Program remains current, effective, and benchmarked against the DOJ's Evaluation of Corporate Compliance Programs (as updated in March 2023) and evolving regulatory expectations;

(d) Maintain awareness of changes in sanctions designations, export control classifications, and regulatory guidance that may affect Dunmore's operations, particularly in light of the dynamic and rapidly evolving sanctions landscape related to Russia and other jurisdictions; and

(e) Ensure that the lessons learned from this matter are institutionalized within the organization and reflected in Dunmore's corporate culture at all levels.

8.2 No Government Monitoring

We wish to confirm and emphasize that the DOJ declination does not impose any compliance monitor, reporting obligations, probationary period, or other form of ongoing government supervision. This is a clean declination — Dunmore is under no obligation to report to the DOJ, submit to periodic reviews by government-appointed monitors, or take any other action beyond maintaining the compliance improvements already implemented. This outcome stands in marked contrast to the deferred prosecution agreements and non-prosecution agreements that are frequently imposed in cases of this nature, which typically carry monitoring and reporting obligations for periods of two to three years or longer.

Similarly, the OFAC Cautionary Letter does not impose any ongoing reporting or monitoring requirements on Dunmore. The Cautionary Letter served as a formal expression of OFAC's concern regarding the apparent violations but did not result in a finding of violation, the imposition of civil monetary penalties, or any conditions requiring ongoing compliance reporting to OFAC.

8.3 Potential Third-Party Litigation

While the DOJ and OFAC resolutions conclude all known U.S. government enforcement actions, we wish to note that these resolutions do not preclude the possibility of third-party civil litigation or claims arising from the underlying conduct. Potential sources of third-party exposure may include, among others:

(a) Shareholder claims, including potential derivative actions or securities fraud claims if the matter becomes publicly known and is alleged to have affected the value of equity interests in Dunmore;

(b) Claims by contractual counterparties, including any parties to the tainted transactions or related commercial arrangements who may allege breach of contract, fraud, or misrepresentation; and

(c) Claims by financial institutions, insurance carriers, or other parties who may assert that they were adversely affected by the conduct at issue.

We recommend that Dunmore remain alert to any indications of potential third-party claims and consult with counsel promptly if any such claims are threatened or filed. Calderwood & Harkness would be available to assist with the defense of any such claims or to recommend appropriate litigation counsel depending on the nature and venue of any proceedings.

8.4 Individual Matters

The DOJ declination of prosecution applies to Dunmore Energy Holdings Ltd. and its subsidiaries as corporate entities. As noted above, Calderwood & Harkness did not represent and has not represented Derek Hargrave, Natasha Sorokin, or Gerald Fisk in their individual capacities. These individuals were represented by their own personal counsel: Overstreet & McClain PLLC (Dallas) for Mr. Hargrave, Wexford Keane LLP (Washington, D.C.) for Ms. Sorokin, and Blackthorn & Associates LLP (Houston) for Mr. Fisk.

We are not aware of any pending individual criminal proceedings against any of these individuals, and the DOJ declination letter did not reference any individual prosecutions. However, the status of any individual exposure is a matter that falls within the purview of each individual's personal counsel, and any questions regarding individual liability should be directed to those counsel.

We also recommend that Dunmore review its ongoing indemnification obligations to these individuals in light of the matter's closure. Depending on the terms of the applicable indemnification agreements and corporate governance documents, Dunmore may wish to confirm whether those obligations continue, terminate, or are modified upon closure of the government enforcement proceedings. We would be pleased to provide advice on this issue under a separate engagement if requested.

9. Acknowledgments and Closing Remarks

In closing, I wish to acknowledge the extraordinary cooperation, commitment, and professionalism demonstrated by Dunmore's leadership throughout this demanding and high-stakes engagement. CEO Callum Renshaw set the tone from the outset by authorizing immediate voluntary self-disclosure and directing the full cooperation of all Dunmore personnel, a decision that proved pivotal to the favorable outcome achieved. You, Marcus, served as an indispensable partner to the Calderwood & Harkness team, coordinating the Company's response with exceptional skill and judgment. CFO Sandra Whitfield's leadership in ensuring the timely funding of the investigation, remediation program, and disgorgement payment was critical to maintaining the credibility of Dunmore's cooperative posture. And CCO Priya Nayar, who stepped into the role at a moment of institutional crisis, demonstrated the leadership, expertise, and resolve necessary to design and implement a compliance program that met the highest standards.

We also wish to acknowledge the valuable contributions of Dunmore's outside auditors, Ashford & Whitmore LLP, and in particular engagement partner Kenneth Ashford, whose consultation on internal controls strengthened the remediation program. The work of our partners in this matter was outstanding: Ridgeline Advisory Group LLC and Dr. Margaret Liu brought rigor and precision to the forensic accounting analysis; Nexagen Analytics Inc. and Brian Cavanaugh delivered a highly efficient and defensible e-discovery process under considerable time pressure; and Pemberton Investors Solutions LLC and Dr. Anton Bremer designed a remediation program that the DOJ credited as genuinely effective.

Finally, we note the productive and professional engagement we experienced throughout this matter with the DOJ, including AUSA Meredith Calloway, Trial Attorneys Samuel Kovacs and Lisa Pressman, and their colleagues in the National Security Division, as well as OFAC Analyst David Matsuda. While the inquiry was rigorous and at times adversarial, the dialogue was conducted with professionalism on all sides, and the DOJ's ultimate exercise of prosecutorial discretion in favor of declination reflects a system that is functioning as intended when companies step forward, cooperate fully, and commit to meaningful reform.

The favorable resolution achieved in this matter — a DOJ declination of prosecution and an OFAC Cautionary Letter rather than a civil monetary penalty — represents the best possible outcome under the circumstances. It is a testament to Dunmore's genuine commitment to compliance reform and to the principle that transparency and cooperation with government authorities, when accompanied by meaningful remediation and accountability, can lead to just and proportionate outcomes.

Calderwood & Harkness remains available to Dunmore for any future advisory needs, whether in the areas of sanctions and export controls compliance, white collar defense and investigations, corporate governance, or any other area in which we can be of assistance. It has been a privilege to represent Dunmore in this matter, and we look forward to our continued relationship.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Victoria Chambers Partner, White Collar Defense & Investigations Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Direct: (202) 555-7845

Email: vchambers@calderwoodharkness.com

cc (via email):

Callum Renshaw, Chief Executive Officer, Dunmore Energy Holdings Ltd. Sandra Whitfield, Chief Financial Officer, Dunmore Energy Holdings Ltd. Priya Nayar, Chief Compliance Officer, Dunmore Energy Holdings Ltd. Howard Quinn, Billing Partner, Calderwood & Harkness LLP (New York) Jasmine Thornton, Lead Associate, Calderwood & Harkness LLP (Washington, D.C.) Conrad Reeves, Senior Counsel, Calderwood & Harkness LLP (Washington, D.C.)

Enclosures:

1. Copy of DOJ Declination Letter dated June 28, 2024

2. Copy of OFAC Cautionary Letter (Ref. No. OCA-2024-11587) dated April 15, 2024

Category	Amount
Calderwood & Harkness LLP — Legal Fees (April 2022 – June 2024)	$14,300,000
Ridgeline Advisory Group LLC — Forensic Accounting Services	$2,100,000
Nexagen Analytics Inc. — E-discovery Services	$1,850,000
Pemberton Investors Solutions LLC — Remediation Consulting	$875,000
Individual Counsel Fees (advanced by Dunmore under indemnification obligations for Fisk, Sorokin, and Hargrave)	$3,400,000
Voluntary Disgorgement Payment to U.S. Treasury	$8,750,000
Total Cost of the Matter	$31,275,000

CALDERWOOD & HARKNESS LLP
Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006, USA Telephone: (202) 555-7800 Facsimile: (202) 555-7801 www.calderwoodharkness.com
NEW YORK — 450 Lexington Avenue, 38th Floor, New York, NY 10017 | HOUSTON — 1200 McKinney Street, Suite 2100, Houston, TX 77010 LONDON — 30 St Mary Axe, 12th Floor, London EC3A 8BF, United Kingdom
July 1, 2024
Via Email and FedEx
PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
Marcus Wellbourne, Esq. General Counsel Dunmore Energy Holdings Ltd. 1200 McKinney Street, Suite 3400 Houston, TX 77010, USA
Re: Confirmation of DOJ Declination of Prosecution; Formal Closure of Matter No. 1016-00009; File Retention
Reference: In the Matter of Dunmore Energy Holdings Ltd. — DOJ National Security Division Inquiry Concerning Potential Violations of U.S. Sanctions Laws and Export Control Regulations
Dear Marcus:
1. Purpose of This Letter
I am writing in my capacity as Responsible Partner on behalf of Calderwood & Harkness LLP to address several matters of significance following the successful conclusion of the Department of Justice inquiry into Dunmore Energy Holdings Ltd. ("Dunmore" or the "Company"). The purposes of this letter are fourfold: (1) to confirm the firm's receipt of the formal declination of prosecution issued by the U.S. Department of Justice ("DOJ"); (2) to summarize the conclusion of the underlying matter and the favorable resolution obtained; (3) to formally close Calderwood & Harkness's engagement under Matter No. 1016-00009; and (4) to address our file retention obligations and protocols, as well as certain ongoing recommendations for Dunmore's consideration.
At the outset, I wish to extend, on behalf of the entire Calderwood & Harkness team, our sincere congratulations to Dunmore and its leadership on this outcome. The resolution achieved here — a clean declination of prosecution by the DOJ and a Cautionary Letter from the Office of Foreign Assets Control ("OFAC") in lieu of civil monetary penalties — represents the most favorable result available under the circumstances. This outcome is a direct reflection of the genuine commitment to compliance reform demonstrated by CEO Callum Renshaw, CFO Sandra Whitfield, Chief Compliance Officer Priya Nayar, and you personally, Marcus, throughout what has been an intensive and at times extraordinarily demanding twenty-six-month engagement. The leadership of Dunmore should take deserved satisfaction in this result.
2. DOJ Declination — Confirmation and Summary
We can now confirm that on June 28, 2024, the DOJ's National Security Division, Counterintelligence and Export Control Section, issued a formal declination letter addressed to Dunmore Energy Holdings Ltd. The declination letter was signed by Assistant United States Attorney Meredith Calloway, who served as the lead prosecutor throughout this matter. The letter communicated the DOJ's decision that it would not pursue criminal prosecution against Dunmore or any of its subsidiaries, including Dunmore Trading International Ltd. ("DTI"), in connection with the subject inquiry.
The declination concludes the inquiry that was formally opened on April 19, 2022, when the DOJ issued grand jury subpoena GJ No. 22-418 via the U.S. District Court for the District of Columbia (Grand Jury 22-2). As you are aware, the inquiry concerned potential violations of U.S. sanctions laws and export control regulations arising from activities at DTI's Dubai trading desk between approximately March 2020 and April 2022. Specifically, the inquiry focused on:
(a) Potential violations of sanctions programs administered by OFAC, including prohibitions under Executive Order 14024 (of April 15, 2021, "Blocking Property with Respect to Specified Harmful Foreign Activities of the Government of the Russian Federation") and Directive 2 under Executive Order 13662 (restricting certain financial transactions with specified entities in the Russian energy sector);
(b) Potential violations of the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, with particular reference to §746.5 (Russian Federation) and items classified under Export Control Classification Numbers ("ECCNs") 2B350 and 2B999; and
(c) Related potential violations arising from structured financial transactions designed to obscure the involvement of sanctioned or restricted counterparties.
The underlying criminal statutes at issue throughout the inquiry were the International Emergency Economic Powers Act ("IEEPA"), 50 U.S.C. §§ 1701–1706, which authorizes the imposition of economic sanctions and criminalizes willful violations thereof, and the Export Control Reform Act of 2018 ("ECRA"), 50 U.S.C. §§ 4801–4852, which governs the control of exports, reexports, and in-country transfers of specified items.
Critically, the declination letter reflects the DOJ's determination that Dunmore satisfied the criteria set forth in the DOJ Corporate Enforcement Policy (as updated in September 2022) for a declination of prosecution. Specifically, the DOJ credited Dunmore for: (i) making a voluntary self-disclosure of potential misconduct; (ii) providing full and proactive cooperation with the DOJ's investigation, including making witnesses available, providing voluminous document productions on an expedited basis, and facilitating access to foreign-based personnel and records; (iii) undertaking timely and appropriate remediation, including the separation of responsible employees, the appointment of a new Chief Compliance Officer, and the design and implementation of a comprehensive Enhanced Sanctions & Export Controls Compliance Program; and (iv) making a voluntary disgorgement of profits derived from the tainted transactions. The confluence of these factors — each of which is addressed in greater detail below — formed the basis for the DOJ's exercise of prosecutorial discretion in favor of declination.
A copy of the DOJ Declination Letter dated June 28, 2024 is enclosed with this correspondence.
3. OFAC Resolution
In addition to the DOJ declination, we note for completeness the favorable resolution obtained with OFAC. On April 15, 2024, OFAC issued a Cautionary Letter (Ref. No. OCA-2024-11587) to Dunmore rather than imposing a civil monetary penalty. The Cautionary Letter represented the conclusion of OFAC's review of the voluntary self-disclosure that Dunmore filed with OFAC on June 1, 2023. That voluntary self-disclosure, which Calderwood & Harkness prepared on Dunmore's behalf pursuant to the supplemental engagement letter dated May 30, 2023, addressed apparent violations involving transactions with counterparties connected to Volkhov Industrial Group JSC ("Volkhov"), a Russian energy conglomerate that was designated under OFAC Directive 2 on November 15, 2019 and subsequently added to OFAC's List of Specially Designated Nationals and blocked Persons ("SDN List") on April 6, 2022 under Executive Order 14024.
The apparent violations at issue involved DTI's Dubai trading desk transactions with Volkhov-connected entities conducted through intermediaries Petronova Trading FZE ("Petronova"), a Free Zone Establishment incorporated in the Jebel Ali Free Zone, Dubai, UAE, and Zenith Petroleum DMCC ("Zenith"), a company registered with the Dubai Multi Commodities Centre. As set forth in the voluntary self-disclosure, certain DTI personnel had reason to know, based on available information and compliance red flags that were inadequately escalated, that the beneficial counterparty in a series of crude oil swap transactions was Volkhov or entities owned or controlled by Volkhov.
In electing to issue a Cautionary Letter rather than a finding of violation or civil monetary penalty, OFAC cited multiple mitigating factors, including: (i) Dunmore's voluntary self-disclosure, which OFAC determined was substantially complete and submitted in a timely manner; (ii) Dunmore's substantial cooperation with OFAC's review, including the provision of detailed transaction analyses, supporting documentation, and beneficial ownership information; (iii) Dunmore's implementation of enhanced compliance measures designed to prevent recurrence; and (iv) Dunmore's voluntary disgorgement of profits derived from the tainted transactions.
Together, the DOJ declination of prosecution and the OFAC Cautionary Letter represent a complete and favorable resolution of all known U.S. government enforcement actions arising from this matter. We are not aware of any other pending or threatened U.S. federal enforcement proceedings related to the conduct at issue, and the DOJ declination letter did not reference any referrals to other agencies or offices.
A copy of the OFAC Cautionary Letter (Ref. OCA-2024-11587) dated April 15, 2024 is enclosed with this correspondence.
4. Summary of the Engagement and Key Milestones
Given the scope and duration of this matter, and for purposes of creating a comprehensive contemporaneous record, we set forth below a summary of the engagement and its key milestones.
4.1 Retention and Scope
Calderwood & Harkness was retained by Dunmore on April 14, 2022, pursuant to a written engagement letter executed on that date by you, Marcus, on behalf of the Company. The retention was precipitated by a notification made on April 11, 2022 by then-Chief Compliance Officer Gerald Fisk to you, in your capacity as General Counsel, regarding potential historical exposure to Volkhov Industrial Group through intermediary Petronova Trading FZE. This notification followed OFAC's designation of Volkhov on the SDN List on April 6, 2022 under Executive Order 14024, which prompted a retrospective review by the compliance function of DTI's Dubai trading desk counterparties and triggered the identification of the potential exposure.
The initial scope of the engagement encompassed: (a) a comprehensive internal investigation into the nature and extent of DTI's transactions involving Volkhov-connected counterparties; (b) the preparation of responses to DOJ subpoenas and inquiries, including grand jury subpoena GJ No. 22-418; (c) the identification and remediation of compliance deficiencies within Dunmore's sanctions and export controls compliance program; and (d) advocacy before the DOJ in pursuit of a declination of prosecution under the DOJ Corporate Enforcement Policy.
The scope of the engagement was subsequently expanded on May 30, 2023, pursuant to a supplemental engagement letter, to include the preparation and filing of a voluntary self-disclosure with OFAC and the management of Dunmore's interactions with OFAC throughout that agency's review process.
The engagement involved personnel from four Calderwood & Harkness offices: New York (primary engagement office and seat of the firm's engagement partner for billing purposes, Howard Quinn); Washington, D.C. (lead office for DOJ engagement and the seat of the Responsible Partner, Victoria Chambers); Houston (coordination with Dunmore headquarters and in-house legal team); and London (coordination with UK-based personnel and document collection). The firm also coordinated with local counsel in Dubai, the UAE, in connection with witness availability and document collection in that jurisdiction.
4.2 Investigation and Document Review
Following retention, Calderwood & Harkness moved immediately to implement a comprehensive litigation hold and to commence document collection activities. Litigation hold notices were issued on April 20, 2022 to all Dunmore entities globally, spanning six jurisdictions: the Cayman Islands (corporate domicile), the United Arab Emirates (DTI Dubai trading desk and operations), the United States (Houston headquarters and New York commercial office), Germany (Caspian Logistik GmbH, a logistics subsidiary), Nigeria (Dunmore Nigeria Ltd., a downstream subsidiary), and the United Kingdom (Dunmore UK Ltd., the London-based corporate services entity). The litigation hold was overseen by Conrad Reeves, Senior Counsel in our Washington, D.C. office, with the assistance of Jasmine Thornton, Lead Associate.
Electronic discovery was managed by Nexagen Analytics Inc. ("Nexagen"), a nationally recognized e-discovery services provider, under Project No. NX-DEH-2204. Brian Cavanaugh served as Project Manager for Nexagen throughout the engagement. The collection, processing, and review effort was substantial in scope:
• Collection: A total of 2,347,812 documents were collected from custodial and non-custodial sources across the six jurisdictions identified above. Sources included email servers, shared network drives, local workstations, mobile devices, instant messaging platforms (including Vireo Software messages and communications from DTI traders), and physical file repositories.
• Processing and Review: Following deduplication, de-NISTing, and date-range filtering, the collected documents were loaded into a Relativity workspace for review. The review team employed a technology-assisted review ("TAR") protocol (Kestrel Health IT) validated through iterative sampling. Of the documents reviewed, 438,916 were deemed responsive to the DOJ's subpoena and related inquiries.
• Privilege Review: A dedicated privilege review team identified 12,847 documents as subject to withholding on the basis of attorney-client privilege, the work product doctrine, or the joint defense privilege. Detailed privilege logs were prepared and produced to the DOJ in connection with each document production.
Document productions to the DOJ were made in two tranches:
• First Production (November 1, 2022): 287,412 documents, bearing Bates numbers DEH-DOJ-000001 through DEH-DOJ-287412, were produced to the DOJ. This production encompassed the substantial majority of responsive trading records, compliance files, email communications, and corporate governance documents.
• Second Production (January 30, 2023): 151,504 additional documents, bearing Bates numbers DEH-DOJ-287413 through DEH-DOJ-438916, were produced to the DOJ. This second production included documents obtained from additional custodians identified during the investigation and materials recovered through supplemental forensic imaging of mobile devices and messaging platforms.
All productions were made in formats compliant with the DOJ's production specifications and were accompanied by load files, metadata, and production cover letters.
Forensic accounting was conducted by Ridgeline Advisory Group LLC ("Ridgeline"), a nationally recognized forensic accounting and financial advisory firm, under Engagement No. RAG-2022-0319. The engagement was led by Dr. Margaret Liu, CPA, CFE, a partner at Ridgeline with extensive experience in sanctions-related financial investigations. Ridgeline's final forensic accounting report was delivered on April 1, 2023, and its key findings informed both the internal investigation report and the OFAC voluntary self-disclosure. The principal forensic findings were as follows:
• Crude Oil Swap Transactions: Ridgeline identified 14 crude oil swap transactions executed by DTI's Dubai trading desk with Petronova Trading FZE and Zenith Petroleum DMCC between March 2020 and April 2022, totaling approximately $218.7 million in aggregate notional value. Of these 14 transactions, 9 transactions with an aggregate notional value of approximately $156.3 million were determined to have involved Volkhov-connected entities as the ultimate beneficial counterparty.
• Oilfield Equipment Exports: Ridgeline identified $12.4 million in oilfield equipment exports facilitated through Caspian Logistik GmbH, Dunmore's German logistics subsidiary, involving items potentially subject to EAR controls under ECCNs 2B350 and 2B999 and destined for end-users connected to Volkhov's operations.
• Structured Payments: Ridgeline identified $34.2 million in structured payments across 127 individual transactions routed through Crescent Commercial Bank PJSC, a UAE-based financial institution, which exhibited characteristics consistent with efforts to obscure the involvement of sanctioned or restricted counterparties in the underlying commercial transactions.
4.3 Witness Interviews
Calderwood & Harkness conducted 47 witness interviews of current and former Dunmore employees across six jurisdictions over three rounds. All interviews were conducted pursuant to Upjohn warnings, and detailed memoranda were prepared for each interview. The interview schedule was as follows:
• Round 1 (May 18 – June 30, 2022): 22 interviews. This initial round focused on DTI Dubai trading desk personnel, compliance department staff, and members of Dunmore's senior leadership team. Interviews were conducted in Houston, Dubai, London, and New York.
• Round 2 (August 5 – September 30, 2022): 15 interviews. The second round focused on operations and logistics personnel (including staff at Caspian Logistik GmbH in Germany), finance and treasury personnel involved in payment processing, and additional compliance and legal department staff identified during the first round.
• Round 3 (February 15 – March 15, 2023): 10 follow-up interviews. The third round comprised targeted follow-up interviews with key witnesses based on forensic accounting findings and additional documents identified during the second production.
In addition to the internal investigation interviews, a DOJ follow-up interview of cooperating witness Omar Al-Rashidi, a former senior trader at DTI's Dubai desk, was conducted on July 12, 2023 at Calderwood & Harkness's Washington, D.C. office. AUSA Meredith Calloway and Trial Attorney Samuel Kovacs of the DOJ's National Security Division were present for this interview, which was conducted with Mr. Al-Rashidi's consent and with Dunmore's authorization as part of the Company's full cooperation with the DOJ's inquiry. The interview lasted approximately four hours and covered the mechanics of the crude oil swap transactions, the role of Petronova and Zenith as intermediaries, and Mr. Al-Rashidi's knowledge of the Volkhov connection.
4.4 Investigation Report and DOJ Engagement
Calderwood & Harkness submitted a comprehensive internal investigation report to the DOJ on May 15, 2023. The report, totaling 176 pages with appendices, set forth the findings of the internal investigation in detail, including the forensic accounting analysis, a timeline of relevant transactions and communications, an assessment of the state of knowledge of relevant Dunmore and DTI personnel, and a description of the compliance deficiencies that permitted the tainted transactions to occur. The report was accompanied by a detailed set of supporting workstream memoranda.
Throughout the engagement, Calderwood & Harkness maintained a proactive and transparent dialogue with the DOJ. Key milestones in this engagement included:
• Initial Proffer (July 15, 2022): Victoria Chambers and Conrad Reeves conducted an initial proffer session with AUSA Calloway and Trial Attorney Kovacs at the DOJ's offices in Washington, D.C. This session provided the DOJ with an overview of the preliminary investigation findings, Dunmore's commitment to full cooperation, and the remediation steps already underway.
• Supplemental Proffer with Forensic Findings (November 20, 2022): A supplemental proffer was conducted to present the interim findings of Ridgeline Advisory Group's forensic accounting analysis, including the identification and quantification of the tainted transactions.
• White Paper on DOJ Corporate Enforcement Policy (March 1, 2023): Calderwood & Harkness submitted a detailed white paper to the DOJ setting forth the legal and factual basis for the application of the DOJ Corporate Enforcement Policy to Dunmore's case. The white paper analyzed each of the Policy's criteria — voluntary self-disclosure, full cooperation, timely and appropriate remediation, and disgorgement — and demonstrated how Dunmore had satisfied each element.
• Formal Request for Declination (April 1, 2024): Following the completion of all remediation measures, the submission of the supplemental remediation report, and the conclusion of the OFAC process, Calderwood & Harkness submitted a formal written request for a declination of prosecution.
• Final Meeting (May 20, 2024): Victoria Chambers met with AUSA Calloway at the DOJ's offices for a final meeting to discuss the status of the declination request and to address any remaining questions from the prosecution team.
4.5 Remediation. Dunmore undertook comprehensive and proactive remediation measures throughout the pendency of the matter, which the DOJ credited as a significant factor in its declination decision. Key remediation milestones included:
• Retention of Remediation Consultant: On December 15, 2022, Dunmore retained Pemberton Investors Solutions LLC ("Marlowe Asset Management"), a specialized sanctions and export controls compliance advisory firm, to design a comprehensive remediation program. Dr. Anton Bremer, a recognized expert in sanctions compliance and a former senior OFAC official, served as the lead consultant for the engagement.
• Appointment of New Chief Compliance Officer: On August 1, 2022, Dunmore appointed Priya Nayar as the Company's new Chief Compliance Officer, replacing Gerald Fisk, who departed the Company on June 10, 2022. Ms. Nayar brought significant experience in sanctions and export controls compliance from her prior role at a major integrated energy company and was empowered with a direct reporting line to the Dunmore Board of Directors.
• Delivery of Remediation Report and Enhanced Compliance Program Framework: On September 15, 2023, Marlowe Asset Management delivered its comprehensive remediation report and the framework for the Enhanced Sanctions & Export Controls Compliance Program (the "Enhanced Program"). The Enhanced Program addressed the specific compliance deficiencies identified during the internal investigation and incorporated best practices consistent with the DOJ's Evaluation of Corporate Compliance Programs (updated March 2023) and OFAC's Framework for Compliance Commitments (May 2019).
• Board Adoption of Enhanced Compliance Program: On October 1, 2023, the Dunmore Board of Directors formally adopted the Enhanced Program by unanimous resolution. The Board resolution included commitments to ongoing funding, staffing, and executive-level oversight of the compliance function.
• Supplemental Remediation Report: On January 15, 2024, Calderwood & Harkness submitted a supplemental remediation report to the DOJ documenting the full implementation of the Enhanced Program, including the deployment of automated sanctions screening tools, the establishment of enhanced due diligence protocols for counterparty onboarding and monitoring, the completion of company-wide training programs, and the implementation of a revised escalation and reporting framework.
4.6 Disgorgement. On November 30, 2023, Dunmore made a voluntary disgorgement payment of $8,750,000 (eight million seven hundred fifty thousand dollars) to the U.S. Treasury. This payment represented the estimated net profits derived from the nine tainted crude oil swap transactions involving Volkhov-connected counterparties. The disgorgement amount was calculated based on the aggregate notional value of the tainted transactions ($156.3 million) multiplied by DTI's estimated net margin on those transactions (approximately 5.6%), yielding a figure of approximately $8.75 million (rounded). The methodology for this calculation was reviewed and validated by Ridgeline Advisory Group and was discussed with AUSA Calloway prior to payment. The DOJ did not contest the calculation or request any additional disgorgement.
4.7 Personnel Actions
Dunmore took decisive personnel actions with respect to the individuals most directly involved in or responsible for the conduct under investigation:
• Derek Hargrave (President, DTI): Mr. Hargrave was placed on administrative leave effective July 1, 2022 and was formally separated from Dunmore effective October 1, 2022. Mr. Hargrave retained individual counsel, James Overstreet of Overstreet & McClain PLLC (Dallas, Texas), whose fees were advanced by Dunmore pursuant to its indemnification obligations.
• Natasha Sorokin (Senior Trader, DTI): Ms. Sorokin was placed on administrative leave effective May 16, 2022 and was formally separated from Dunmore effective September 15, 2022. Ms. Sorokin retained individual counsel, Philip Keane of Wexford Keane LLP (Washington, D.C.), whose fees were advanced by Dunmore pursuant to its indemnification obligations.
• Gerald Fisk (Former Chief Compliance Officer): Mr. Fisk departed Dunmore on June 10, 2022. Mr. Fisk retained individual counsel, Catherine Blackthorn of Blackthorn & Associates LLP (Houston, Texas), whose fees were advanced by Dunmore pursuant to its indemnification obligations.
Calderwood & Harkness did not represent any of these individuals in their personal capacities and maintained appropriate ethical screens throughout the engagement.
5. Financial Summary
We set forth below a comprehensive summary of all costs incurred in connection with the matter. These figures are based on invoices rendered through the date of this letter and the firm's internal financial records.
Dunmore's directors and officers insurance policy issued by Garrison Mutual Insurance Co. (Policy No. GM-DO-2021-08734; $50 million aggregate limit / $10 million per claim limit; $2.5 million self-insured retention) responded to Dunmore's claim for defense costs incurred in this matter. A total of $7,200,000 has been recovered from Garrison Mutual under the policy, representing reimbursement of defense costs (legal fees and investigation expenses). The disgorgement payment was not covered under the terms of the policy, as D&O policies generally do not indemnify for the return of ill-gotten gains.
The net cost to Dunmore after insurance recovery is therefore as follows:
Total Cost of the Matter: $31,275,000 Less: D&O Insurance Recovery: ($7,200,000) Net Cost to Dunmore: $24,075,000
Please note that a final invoice from Calderwood & Harkness for legal services rendered during the month of June 2024 will follow under separate cover from Howard Quinn, Billing Partner, in our New York office. We do not anticipate that the final invoice will be material in relation to the overall engagement costs.
6. Formal Closure of Matter No. 1016-00009
By this letter, we hereby formally confirm that Calderwood & Harkness LLP's engagement under Matter No. 1016-00009 is closed as of the date of this letter, July 1, 2024. No further active work will be performed by the firm on this matter unless Dunmore requests additional services under a new or supplemental engagement letter executed by the parties. Should any such need arise, we would of course be pleased to discuss the scope and terms of a new engagement.
We also wish to bring to your attention the status of the Common Interest and Joint Defense Agreement (the "JDA") dated April 25, 2022, among Dunmore Energy Holdings Ltd., Greystone Capital Partners Fund IV, L.P. ("Greystone," the Company's majority shareholder holding a 62.5% equity interest), and Thornbury Infrastructure Fund II, L.P. ("Thornbury," a minority shareholder holding a 15% equity interest). Pursuant to Section 9(b) of the JDA, the agreement will terminate upon the closure of the matter that is its subject, which closure is being effected by this letter. We recommend that Dunmore promptly notify the other parties to the JDA of the matter's closure and the resulting termination of the agreement. Specifically, we recommend that you communicate with Arthur Pennington III of Harwood & Pennington LLP, counsel for Greystone Capital Partners Fund IV, L.P., and Helen Cresswell, Managing Director of Thornbury Asset Management Ltd., the investment adviser to Thornbury Infrastructure Fund II, L.P. We are available to assist with any such communications if you wish.
7. File Retention and Document Management
7.1 Calderwood & Harkness File Retention Policy
Calderwood & Harkness will retain the complete matter file pertaining to Matter No. 1016-00009 — encompassing both physical and electronic materials — in accordance with the firm's standard Document Retention Policy. Under that policy, client matter files are retained for a period of ten (10) years from the date of matter closure, or for such longer period as may be required by applicable bar rules, regulations, or other legal requirements.
During the retention period, the firm will maintain the files in secure storage (in the case of physical materials) and on the firm's secure, access-controlled document management system (in the case of electronic materials). Access to the files will be restricted to authorized firm personnel and will be subject to the firm's information security and confidentiality protocols.
Following the expiration of the ten-year retention period, the firm will destroy the files in the ordinary course of business in accordance with its Document Retention Policy, unless Dunmore requests the return of its files or requests that the firm extend the retention period. We will endeavor to provide reasonable advance notice to Dunmore prior to any scheduled destruction of files.
7.2 Contents of the Matter File
For the avoidance of doubt, the matter file retained by Calderwood & Harkness in connection with Matter No. 1016-00009 encompasses the following categories of materials:
(a) All attorney-client privileged memoranda, legal analyses, strategy documents, and attorney work product generated by Calderwood & Harkness during the engagement;
(b) The internal investigation report (176 pages) and all supporting workstream memoranda;
(c) All correspondence with the DOJ, including communications with AUSA Meredith Calloway, Trial Attorneys Samuel Kovacs and Lisa Pressman, and their support staff;
(d) All correspondence with OFAC, including communications with Analyst David Matsuda;
(e) All correspondence with the Federal Bureau of Investigation ("FBI"), including communications with Special Agent Thomas Reinhardt;
(f) All document productions and privilege logs (Bates DEH-DOJ-000001 through DEH-DOJ-438916, inclusive; 12,847 privilege-withheld documents with associated privilege log entries);
(g) Witness interview memoranda for all 47 interviews conducted during the investigation;
(h) All forensic accounting reports, analyses, and work papers received from Ridgeline Advisory Group LLC;
(i) All e-discovery project files, processing reports, TAR validation reports, and production records received from Nexagen Analytics Inc.;
(j) All remediation program documentation, reports, and deliverables received from Pemberton Investors Solutions LLC;
(k) The OFAC voluntary self-disclosure and all related correspondence with OFAC;
(l) The DOJ declination letter dated June 28, 2024;
(m) The OFAC Cautionary Letter (Ref. OCA-2024-11587) dated April 15, 2024;
(n) All correspondence with personal counsel for individual employees, including Blackthorn & Associates LLP (for Gerald Fisk), Wexford Keane LLP (for Natasha Sorokin), and Overstreet & McClain PLLC (for Derek Hargrave);
(o) The D&O insurance claim file and all correspondence with Garrison Mutual Insurance Co.;
(p) The Common Interest and Joint Defense Agreement dated April 25, 2022 and related communications with counsel for Greystone and Thornbury;
(q) All engagement letters, supplemental engagement letters, and related retainer documentation;
(r) Billing records, invoices, and financial documentation pertaining to the engagement; and
(s) All other documents, records, and materials generated or received in connection with this matter.
7.3 Client's Right to Request Return of Files
Dunmore may request the return of its files, or copies thereof, at any time during the retention period described above. Upon receipt of such a request, Calderwood & Harkness will make arrangements for the return or copying of the requested materials in a reasonably prompt manner. Please note that certain materials within the file may be subject to the firm's retaining lien rights under applicable law for any outstanding unpaid fees or expenses. We do not anticipate that this issue will arise given the current status of Dunmore's account, but we note it here for completeness.
7.4 Reminder Regarding Dunmore's Own Document Retention
We strongly advise Dunmore to consult internally with you, in your capacity as General Counsel, and with Chief Compliance Officer Priya Nayar, regarding the Company's own retention of documents related to the investigation, remediation program, and compliance enhancements. While the active litigation hold that has been in place since April 20, 2022 may now be lifted with respect to the DOJ and OFAC matters, certain categories of documents should continue to be preserved for the following reasons:
(a) Regulatory Compliance Purposes: Documents relating to the Enhanced Sanctions & Export Controls Compliance Program, including the program framework, training records, testing results, and monitoring reports, should be retained in accordance with Dunmore's record-keeping obligations under applicable sanctions and export control regulations. Retention periods under the EAR, for example, generally require a minimum of five years for export-related records (15 C.F.R. § 762.6).
(b) Ongoing Monitoring Obligations: As part of the Enhanced Program adopted on October 1, 2023, Dunmore committed to ongoing monitoring and testing of its compliance controls. The documentation generated in connection with these ongoing activities, as well as the foundational remediation documentation, should be maintained as evidence of Dunmore's continued commitment to compliance, which could be relevant in the event of any future regulatory inquiry.
(c) Potential Third-Party Litigation: As discussed in Section 8.3 below, the DOJ declination and OFAC resolution do not preclude the possibility of third-party civil claims. Relevant documentation should be preserved to the extent it may be needed for defense of any such claims.
We recommend that Dunmore maintain key remediation documentation — including the Marlowe Asset Management remediation report, the Enhanced Program framework, Board resolutions, and implementation records — for a minimum of ten years, consistent with the DOJ's and OFAC's general expectations regarding the durability of compliance reforms. We further recommend that Dunmore issue a formal memorandum to relevant personnel confirming the lifting of the litigation hold and providing guidance regarding ongoing document retention requirements.
8. Ongoing Obligations and Recommendations
While the closure of this matter marks a significant and positive milestone, we wish to highlight several considerations that merit Dunmore's ongoing attention.
8.1 Compliance Program Maintenance
The DOJ declination was based in significant part on Dunmore's implementation of the Enhanced Sanctions & Export Controls Compliance Program adopted by the Board of Directors on October 1, 2023. This program represented a fundamental transformation of Dunmore's compliance infrastructure, and the DOJ credited its design and implementation as a key factor in the declination decision. It is therefore imperative that Dunmore continue to invest in and maintain this compliance infrastructure on an ongoing basis.
We recommend that Dunmore:
(a) Continue to fund and staff the compliance function at or above current levels, including maintaining the Chief Compliance Officer's direct reporting line to the Board;
(b) Continue the ongoing monitoring, testing, and training activities outlined in the Enhanced Program and in the monitoring and testing framework delivered by Pemberton Investors Solutions on December 15, 2023;
(c) Conduct periodic third-party compliance program assessments — ideally on an annual or biennial basis — to ensure that the Enhanced Program remains current, effective, and benchmarked against the DOJ's Evaluation of Corporate Compliance Programs (as updated in March 2023) and evolving regulatory expectations;
(d) Maintain awareness of changes in sanctions designations, export control classifications, and regulatory guidance that may affect Dunmore's operations, particularly in light of the dynamic and rapidly evolving sanctions landscape related to Russia and other jurisdictions; and
(e) Ensure that the lessons learned from this matter are institutionalized within the organization and reflected in Dunmore's corporate culture at all levels.
8.2 No Government Monitoring
We wish to confirm and emphasize that the DOJ declination does not impose any compliance monitor, reporting obligations, probationary period, or other form of ongoing government supervision. This is a clean declination — Dunmore is under no obligation to report to the DOJ, submit to periodic reviews by government-appointed monitors, or take any other action beyond maintaining the compliance improvements already implemented. This outcome stands in marked contrast to the deferred prosecution agreements and non-prosecution agreements that are frequently imposed in cases of this nature, which typically carry monitoring and reporting obligations for periods of two to three years or longer.
Similarly, the OFAC Cautionary Letter does not impose any ongoing reporting or monitoring requirements on Dunmore. The Cautionary Letter served as a formal expression of OFAC's concern regarding the apparent violations but did not result in a finding of violation, the imposition of civil monetary penalties, or any conditions requiring ongoing compliance reporting to OFAC.
8.3 Potential Third-Party Litigation
While the DOJ and OFAC resolutions conclude all known U.S. government enforcement actions, we wish to note that these resolutions do not preclude the possibility of third-party civil litigation or claims arising from the underlying conduct. Potential sources of third-party exposure may include, among others:
(a) Shareholder claims, including potential derivative actions or securities fraud claims if the matter becomes publicly known and is alleged to have affected the value of equity interests in Dunmore;
(b) Claims by contractual counterparties, including any parties to the tainted transactions or related commercial arrangements who may allege breach of contract, fraud, or misrepresentation; and
(c) Claims by financial institutions, insurance carriers, or other parties who may assert that they were adversely affected by the conduct at issue.
We recommend that Dunmore remain alert to any indications of potential third-party claims and consult with counsel promptly if any such claims are threatened or filed. Calderwood & Harkness would be available to assist with the defense of any such claims or to recommend appropriate litigation counsel depending on the nature and venue of any proceedings.
8.4 Individual Matters
The DOJ declination of prosecution applies to Dunmore Energy Holdings Ltd. and its subsidiaries as corporate entities. As noted above, Calderwood & Harkness did not represent and has not represented Derek Hargrave, Natasha Sorokin, or Gerald Fisk in their individual capacities. These individuals were represented by their own personal counsel: Overstreet & McClain PLLC (Dallas) for Mr. Hargrave, Wexford Keane LLP (Washington, D.C.) for Ms. Sorokin, and Blackthorn & Associates LLP (Houston) for Mr. Fisk.
We are not aware of any pending individual criminal proceedings against any of these individuals, and the DOJ declination letter did not reference any individual prosecutions. However, the status of any individual exposure is a matter that falls within the purview of each individual's personal counsel, and any questions regarding individual liability should be directed to those counsel.
We also recommend that Dunmore review its ongoing indemnification obligations to these individuals in light of the matter's closure. Depending on the terms of the applicable indemnification agreements and corporate governance documents, Dunmore may wish to confirm whether those obligations continue, terminate, or are modified upon closure of the government enforcement proceedings. We would be pleased to provide advice on this issue under a separate engagement if requested.
9. Acknowledgments and Closing Remarks
In closing, I wish to acknowledge the extraordinary cooperation, commitment, and professionalism demonstrated by Dunmore's leadership throughout this demanding and high-stakes engagement. CEO Callum Renshaw set the tone from the outset by authorizing immediate voluntary self-disclosure and directing the full cooperation of all Dunmore personnel, a decision that proved pivotal to the favorable outcome achieved. You, Marcus, served as an indispensable partner to the Calderwood & Harkness team, coordinating the Company's response with exceptional skill and judgment. CFO Sandra Whitfield's leadership in ensuring the timely funding of the investigation, remediation program, and disgorgement payment was critical to maintaining the credibility of Dunmore's cooperative posture. And CCO Priya Nayar, who stepped into the role at a moment of institutional crisis, demonstrated the leadership, expertise, and resolve necessary to design and implement a compliance program that met the highest standards.
We also wish to acknowledge the valuable contributions of Dunmore's outside auditors, Ashford & Whitmore LLP, and in particular engagement partner Kenneth Ashford, whose consultation on internal controls strengthened the remediation program. The work of our partners in this matter was outstanding: Ridgeline Advisory Group LLC and Dr. Margaret Liu brought rigor and precision to the forensic accounting analysis; Nexagen Analytics Inc. and Brian Cavanaugh delivered a highly efficient and defensible e-discovery process under considerable time pressure; and Pemberton Investors Solutions LLC and Dr. Anton Bremer designed a remediation program that the DOJ credited as genuinely effective.
Finally, we note the productive and professional engagement we experienced throughout this matter with the DOJ, including AUSA Meredith Calloway, Trial Attorneys Samuel Kovacs and Lisa Pressman, and their colleagues in the National Security Division, as well as OFAC Analyst David Matsuda. While the inquiry was rigorous and at times adversarial, the dialogue was conducted with professionalism on all sides, and the DOJ's ultimate exercise of prosecutorial discretion in favor of declination reflects a system that is functioning as intended when companies step forward, cooperate fully, and commit to meaningful reform.
The favorable resolution achieved in this matter — a DOJ declination of prosecution and an OFAC Cautionary Letter rather than a civil monetary penalty — represents the best possible outcome under the circumstances. It is a testament to Dunmore's genuine commitment to compliance reform and to the principle that transparency and cooperation with government authorities, when accompanied by meaningful remediation and accountability, can lead to just and proportionate outcomes.
Calderwood & Harkness remains available to Dunmore for any future advisory needs, whether in the areas of sanctions and export controls compliance, white collar defense and investigations, corporate governance, or any other area in which we can be of assistance. It has been a privilege to represent Dunmore in this matter, and we look forward to our continued relationship.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Victoria Chambers Partner, White Collar Defense & Investigations Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006 Direct: (202) 555-7845
Email: vchambers@calderwoodharkness.com
cc (via email):
Callum Renshaw, Chief Executive Officer, Dunmore Energy Holdings Ltd. Sandra Whitfield, Chief Financial Officer, Dunmore Energy Holdings Ltd. Priya Nayar, Chief Compliance Officer, Dunmore Energy Holdings Ltd. Howard Quinn, Billing Partner, Calderwood & Harkness LLP (New York) Jasmine Thornton, Lead Associate, Calderwood & Harkness LLP (Washington, D.C.) Conrad Reeves, Senior Counsel, Calderwood & Harkness LLP (Washington, D.C.)
Enclosures:
1. Copy of DOJ Declination Letter dated June 28, 2024
2. Copy of OFAC Cautionary Letter (Ref. No. OCA-2024-11587) dated April 15, 2024
Category | Amount
Calderwood & Harkness LLP — Legal Fees (April 2022 – June 2024) | $14,300,000
Ridgeline Advisory Group LLC — Forensic Accounting Services | $2,100,000
Nexagen Analytics Inc. — E-discovery Services | $1,850,000
Pemberton Investors Solutions LLC — Remediation Consulting | $875,000
Individual Counsel Fees (advanced by Dunmore under indemnification obligations for Fisk, Sorokin, and Hargrave) | $3,400,000
Voluntary Disgorgement Payment to U.S. Treasury | $8,750,000
Total Cost of the Matter | $31,275,000

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