1016-00009 · Dunmore Energy Holdings · Witness Interviews

interview-memo-callum-renshaw.docx DOCUMENT Litigation

80 / 88 ← → ✕

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006

Matter: Dunmore Energy Holdings Ltd. — DOJ Sanctions & Export Controls Inquiry Matter No.: 1016-00009

MEMORANDUM

1. Interview Logistics

On May 23, 2022, Jasmine Thornton and Nicholas Ferreira conducted a first-round witness interview of Callum Renshaw, Chief Executive Officer of Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH" or the "Company"), in connection with the internal investigation arising from the U.S. Department of Justice ("DOJ") inquiry and grand jury subpoena GJ No. 22-418. The interview details are as follows:

Date and Time: May 23, 2022; 9:30 a.m. to 1:15 p.m. CDT. The interview lasted approximately three hours and forty-five minutes of substantive questioning, exclusive of a fifteen-minute break taken at approximately 11:15 a.m. CDT.

Location: Calderwood & Harkness LLP, Houston office, 1200 McKinney Street, Suite 2100, Houston, Texas 77010. The interview was conducted in Conference Room 21-A, a secure interior conference room.

Interviewee: Callum Renshaw, Chief Executive Officer, Dunmore Energy Holdings Ltd. Mr. Renshaw is based at Dunmore's operational headquarters, located at 1200 McKinney Street, Suite 3400, Houston, Texas 77010, which is in the same building as Calderwood & Harkness's Houston office.

Interviewers: Jasmine Thornton, Lead Associate, Calderwood & Harkness LLP (based in the firm's Washington, D.C. office), and Nicholas Ferreira, Associate, Calderwood & Harkness LLP (based in the firm's Houston office). Ms. Thornton led the questioning; Mr. Ferreira took notes and posed supplemental questions as appropriate.

Also Present: Marcus Wellbourne, General Counsel of Dunmore Energy Holdings Ltd. Mr. Wellbourne attended the interview at the request of Mr. Renshaw and in his capacity as the Company's General Counsel. Mr. Wellbourne was informed at the outset that his presence did not alter the scope or nature of the Upjohn warnings being administered. Mr. Wellbourne did not interpose objections or otherwise substantively intervene during the interview, although he occasionally conferred briefly with Mr. Renshaw before certain responses.

Court Reporter / Recording: No court reporter was present, and no audio or video recording was made of the interview. Contemporaneous handwritten and typed notes were taken by both Jasmine Thornton and Nicholas Ferreira. This memorandum was prepared based on those notes and represents a substantially complete summary of the interview; it is not a verbatim transcript.

Interview Round: This interview was the third interview conducted as part of the first round of witness interviews, which commenced on May 18, 2022. Prior interviews in this round included Sandra Whitfield (Chief Financial Officer, interviewed May 18, 2022) and Rajesh Malhotra (Controller, DTI, interviewed May 20, 2022 via videoconference from Dubai).

2. Upjohn Warning / Corporate Miranda

At the outset of the interview, and prior to any substantive questioning, Jasmine Thornton administered the standard Upjohn corporate Miranda warning to Mr. Renshaw, consistent with the Witness Interview Protocol dated April 18, 2022, which was prepared and approved by Victoria Chambers, the Responsible Partner on this matter. The warning was delivered orally and in substantially the following form:

Mr. Renshaw was advised that:

(a) Calderwood & Harkness LLP represents Dunmore Energy Holdings Ltd. and its subsidiaries (collectively, the "Company") in connection with this matter. Calderwood & Harkness does not represent Mr. Renshaw individually, and the interview should not be understood as creating an individual attorney-client relationship between Mr. Renshaw and the firm.

(b) The purpose of the interview is to gather facts in connection with the internal investigation that Calderwood & Harkness is conducting on behalf of the Company. This investigation relates to the DOJ inquiry and the grand jury subpoena designated GJ No. 22-418, which was issued on April 19, 2022, by the U.S. District Court for the District of Columbia, Grand Jury 22-2.

(c) The interview is protected by the attorney-client privilege. However, the privilege belongs to the Company — Dunmore Energy Holdings Ltd. — and not to Mr. Renshaw personally. Mr. Renshaw does not have the authority to assert or waive the privilege with respect to this communication.

(d) The Company may, in its sole discretion, choose to waive the attorney-client privilege and disclose the substance of the interview — including the contents of this memorandum — to third parties, including the DOJ, the Office of Foreign Assets Control ("OFAC"), or other governmental authorities.

(e) Mr. Renshaw should not discuss the substance of the interview with other employees, officers, or potential witnesses, whether at Dunmore or any of its subsidiaries, as such discussions could compromise the integrity of the investigation and potentially affect the availability of the privilege.

(f) Mr. Renshaw has the right to retain personal counsel at his own expense if he wishes to do so. Calderwood & Harkness encouraged Mr. Renshaw to consider whether he believed personal counsel would be appropriate.

Mr. Renshaw stated that he understood each of the foregoing points. He acknowledged that Calderwood & Harkness represents the Company and not him individually, that the privilege belongs to the Company, and that the Company could choose to disclose the substance of the interview to government authorities. With respect to personal counsel, Mr. Renshaw stated that he did not believe personal counsel was necessary "at this time" and that he was prepared to proceed with the interview. Mr. Renshaw did not ask any clarifying questions regarding the Upjohn warning.

Mr. Wellbourne, who was present during the administration of the warning, confirmed that he had separately discussed the Upjohn framework with Mr. Renshaw prior to the interview.

Mr. Renshaw agreed to proceed with the interview, and substantive questioning commenced at approximately 9:40 a.m. CDT.

3. Background of Callum Renshaw

Ms. Thornton began the interview by asking Mr. Renshaw to describe his background, his role at Dunmore, and the Company's overall business and organizational structure.

Personal and Professional Background. Mr. Renshaw's full legal name is Callum Renshaw. He currently serves as Chief Executive Officer of Dunmore Energy Holdings Ltd. Mr. Renshaw has served in the CEO role since 2018, when he was appointed by the Board of Directors following the departure of his predecessor. Prior to becoming CEO, Mr. Renshaw served as Chief Operating Officer ("COO") of Dunmore for approximately three years. In total, Mr. Renshaw stated he has been with the Company for approximately twelve years, having originally joined Dunmore in an operational role focused on upstream exploration and production activities. He described his career trajectory as progressing through increasingly senior operational and management positions before being elevated to COO and ultimately CEO. Mr. Renshaw is based at Dunmore's operational headquarters in Houston, Texas.

Company Overview. Mr. Renshaw described Dunmore Energy Holdings Ltd. as a diversified energy company engaged in oil and gas exploration, production, and trading, as well as renewable energy development. He stated that the Company reported annual revenue of approximately $4.87 billion for fiscal year 2021, as reflected in audited financial statements prepared by Ashford & Whitmore LLP, the Company's independent auditors. Mr. Renshaw stated that Dunmore employs approximately 3,200 people globally, with operations spanning North America, the Middle East, West Africa, and Europe.

Entity Structure. Mr. Renshaw confirmed the key subsidiaries within the Dunmore corporate family, and described them as follows:

• Dunmore Trading International Ltd. ("DTI") — Based in Dubai, United Arab Emirates. DTI is the Company's international commodity trading arm and the entity most directly at issue in this investigation. DTI holds DIFC License No. CL-4827, authorizing it to conduct commodity trading operations out of the Dubai International Financial Centre. DTI engages in physical and financial trading of crude oil, refined products, and natural gas.

• Dunmore upstream Americas LLC ("DUA") — Based in Houston, Texas. DUA is the Company's primary upstream exploration and production subsidiary for operations in the Western Hemisphere. DUA's Employer Identification Number is 84-2937561. Mr. Renshaw described DUA as the "core" of Dunmore's original business.

• Dunmore Renewables GmbH — Based in Hamburg, Germany. This subsidiary is responsible for the Company's European renewable energy development activities, including wind and solar projects. Mr. Renshaw described this as a growing segment of the business.

• Dunmore Exploration West Africa Ltd. ("DEWA") — Based in Lagos, Nigeria. DEWA manages the Company's exploration and production activities in West Africa, primarily in Nigeria and Ghana. Mr. Renshaw stated that DEWA operates under production sharing agreements with the Nigerian National Petroleum Corporation.

Incorporation and Registered Office. Mr. Renshaw confirmed that the parent entity, Dunmore Energy Holdings Ltd., is a Cayman Islands exempted company, registered under Registration Number MC-334821. The Company's registered office is located at Harbour Place, 4th Floor, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands. Mr. Renshaw stated that the Cayman Islands domicile was established at the time of the initial private equity investment by Greystone Capital Partners and that the corporate governance structure includes a Board of Directors that meets quarterly, with additional special meetings convened as needed.

Ownership. Mr. Renshaw described the ownership structure of Dunmore Energy Holdings Ltd. as follows:

• Greystone Capital Partners Fund IV, L.P. — Holds approximately 62.5% of the equity in Dunmore. Greystone Capital Partners is a private equity fund managed by Greystone Capital Management LLC. The Managing Partner of Greystone Capital Management is Richard Fairbanks. The fund is a 2016 vintage fund with approximately $8.3 billion in total commitments. Mr. Renshaw described Greystone as an active and engaged investor with board representation rights, including the right to appoint a majority of Dunmore's directors.

• Dunmore Management — Holds approximately 22.5% of the equity, consisting of equity interests held by senior executives of the Company, including Mr. Renshaw himself, Sandra Whitfield (Chief Financial Officer), and other members of the senior management team. Mr. Renshaw stated that the management equity was acquired primarily through co-investment at the time of the Greystone acquisition and through subsequent equity grants.

• Thornbury Infrastructure Fund II, L.P. — Holds approximately 15% of the equity. Thornbury Infrastructure Fund II is managed by Thornbury Asset Management Ltd., and the Managing Director responsible for the Dunmore investment is Helen Cresswell. Mr. Renshaw described Thornbury as a more passive investor compared to Greystone.

4. Organizational Structure and Reporting Lines — Dubai Trading Desk

Ms. Thornton then asked Mr. Renshaw to describe in detail the organizational structure and reporting lines pertaining to Dunmore Trading International Ltd. ("DTI"), the subsidiary at the center of the investigation.

Derek Hargrave — President of DTI. Mr. Renshaw stated that Derek Hargrave served as President of DTI from 2017 until 2022. Mr. Hargrave was based in Dubai, at DTI's offices located at Level 14, Gate Building 3, Dubai International Financial Centre, P.O. Box 506774, Dubai, UAE. Mr. Renshaw stated that Mr. Hargrave was the senior-most executive at DTI and had overall responsibility for the subsidiary's trading operations, staffing, counterparty relationships, and financial performance.

Mr. Hargrave reported directly to Mr. Renshaw in his capacity as CEO of Dunmore Energy Holdings Ltd. However, Mr. Renshaw described this reporting line as "high-level" in nature. He elaborated that Mr. Hargrave had significant operational autonomy over DTI's day-to-day trading operations, consistent with what Mr. Renshaw characterized as standard industry practice for international commodity trading desks. Mr. Renshaw stated that he did not typically involve himself in individual trading decisions, counterparty selection, or the structuring of specific transactions at the DTI level.

When asked to describe the nature and frequency of his communications with Mr. Hargrave, Mr. Renshaw stated the following:

• He received monthly summary reports from Mr. Hargrave, which typically covered trading volumes, revenue and profitability metrics, key counterparty exposures, risk metrics (including value-at-risk and mark-to-market positions), and personnel matters. Mr. Renshaw stated that these reports were generally in the range of five to ten pages and were circulated by email.

• He had periodic telephone calls with Mr. Hargrave, approximately biweekly, to discuss high-level business matters. Mr. Renshaw stated that these calls were relatively informal and typically lasted thirty to forty-five minutes.

• He participated in quarterly in-person meetings with Mr. Hargrave, which occurred either when Mr. Renshaw traveled to Dubai or when Mr. Hargrave visited the Houston headquarters. These meetings were more structured and often coincided with quarterly Board meetings or business review sessions.

Mr. Renshaw stated that, outside of these regular touchpoints, he and Mr. Hargrave would communicate on an ad hoc basis if significant issues arose, but he characterized the day-to-day management of DTI as firmly within Mr. Hargrave's purview.

Natasha Sorokin — Senior Trader at DTI. Mr. Renshaw stated that he was generally aware of Natasha Sorokin as a key member of the Dubai trading team. He described her as a senior trader who, to his understanding, was responsible for executing a significant portion of DTI's crude oil swap and physical trading transactions. Ms. Sorokin reported directly to Mr. Hargrave. Mr. Renshaw stated that he did not interact with Ms. Sorokin directly on a regular basis; he may have met her briefly during visits to Dubai or at Company events, but he could not recall any substantive conversations with her regarding specific counterparties or transactions.

Omar Al-Rashidi — Head of Middle East Operations at DTI. Mr. Renshaw described Mr. Al-Rashidi as responsible for client relationships and operational matters in the Middle East region, including managing relationships with state-owned entities, independent trading houses, and other counterparties in the Gulf Cooperation Council ("GCC") countries. Mr. Al-Rashidi reported directly to Mr. Hargrave. Mr. Renshaw stated that he had some familiarity with Mr. Al-Rashidi's role but did not have regular direct interactions with him.

Yves Leclerc — Director of Logistics & Shipping at DTI. Mr. Renshaw identified Mr. Leclerc as a French national based in Dubai who served as Director of Logistics & Shipping at DTI. In this capacity, Mr. Leclerc was responsible for managing the physical delivery, shipping, and logistics arrangements associated with DTI's trading activities, including chartering vessels, coordinating port operations, and managing relationships with logistics service providers. Mr. Leclerc reported directly to Mr. Hargrave. Mr. Renshaw stated that he was aware of Mr. Leclerc's role in general terms but was not involved in overseeing logistics operations.

Rajesh Malhotra — Controller at DTI. Mr. Renshaw identified Mr. Malhotra as the Controller at DTI, responsible for financial controls, accounting, and financial reporting at the Dubai subsidiary level. Mr. Renshaw stated that Mr. Malhotra had a dual reporting structure: he reported operationally to Mr. Hargrave at DTI, and maintained a dotted-line reporting relationship to Sandra Whitfield, the Chief Financial Officer of DEH in Houston. This dual reporting was intended to ensure that the Houston headquarters had visibility into DTI's financial operations and that DTI's financial reporting was consistent with the Company's consolidated financial statements.

Autonomy of the Dubai Trading Desk. Mr. Renshaw was asked to characterize the degree of autonomy enjoyed by the Dubai trading desk. He acknowledged that DTI operated with a significant degree of operational independence, which he stated was typical for international commodity trading operations. He noted that commodity trading requires speed and flexibility, and that the Dubai team needed the ability to execute transactions, manage counterparty relationships, and respond to market conditions without waiting for approvals from Houston.

However, upon further questioning, Mr. Renshaw acknowledged that, in hindsight, the oversight mechanisms in place to monitor DTI's activities "may not have been adequate." He stated that the monthly reporting and periodic calls may not have provided sufficient granularity to identify problematic counterparties or suspicious transaction patterns. He noted that this was an area where the Company would need to implement significant enhancements going forward.

5. Knowledge of Specific Counterparties

Ms. Thornton then asked Mr. Renshaw about his knowledge of each of the specific counterparties identified in the DOJ grand jury subpoena GJ No. 22-418.

5.1 Petronova Trading FZE

Mr. Renshaw stated that he was aware of Petronova Trading FZE as a counterparty name that appeared in DTI's trading reports. He described Petronova as a Dubai-based commodity trading company. When asked about the origins of Dunmore's relationship with Petronova, Mr. Renshaw stated that he could not recall precisely when the Company first began transacting with Petronova, but he believed it was sometime around 2019 or 2020. He stated that Petronova's name appeared in DTI's monthly trading reports as one of several counterparties with whom DTI maintained active trading relationships, but that Mr. Renshaw did not have any particular reason to single out Petronova for additional scrutiny based on what he saw in those reports.

Mr. Renshaw stated that he was not aware of Petronova's beneficial ownership structure. He did not know Sergei Volkov, the Managing Director of Petronova Trading FZE, personally, and could not recall ever meeting or speaking with Mr. Volkov. When asked whether Mr. Hargrave or anyone else at DTI ever communicated information to him about Petronova's ownership or its connections to any sanctioned parties, Mr. Renshaw stated that no such information had been communicated to him.

Specifically, Mr. Renshaw stated that he was not aware, prior to April 2022, of any connection between Petronova Trading FZE and Volkhov Industrial Group JSC, the Russian industrial conglomerate that was designated as a Specially Designated National ("SDN") by OFAC in April 2022. He stated that this connection was first brought to his attention in the context of the internal investigation.

Mr. Renshaw stated that counterparty onboarding and due diligence for DTI's trading operations was handled at the DTI level, under the direction of Mr. Hargrave and the compliance function. He stated that Gerald Fisk, the Chief Compliance Officer, had responsibility for OFAC screening of counterparties, and that Mr. Renshaw expected that the compliance function would identify and flag any counterparties with sanctions exposure during the onboarding process.

5.2 Volkhov Industrial Group JSC

Mr. Renshaw stated that he was generally aware of Volkhov Industrial Group JSC as a large Russian industrial conglomerate with interests in oil and gas, metals, and infrastructure. He described Volkhov as a name that he would have encountered in industry publications and news coverage, but stated that he did not have any personal or business relationship with Volkhov or its principals.

Mr. Renshaw recalled learning, after the fact, that Volkhov Industrial Group had been designated under OFAC Directive 2 (sectoral sanctions pursuant to Executive Order 13662) on November 15, 2019. He further recalled that Volkhov was subsequently placed on the full SDN List on April 6, 2022, under Executive Order 14024, in connection with the U.S. government's response to the Russian invasion of Ukraine. Mr. Renshaw stated that the November 2019 sectoral designation was not something he was aware of at the time it occurred; he stated that he relied on the compliance function to track OFAC designations and to ensure that the Company's business activities did not involve prohibited persons or entities.

Mr. Renshaw stated that, to his knowledge, Dunmore had no direct contractual relationship with Volkhov Industrial Group. He stated that any potential exposure to Volkhov was indirect, through intermediary entities such as Petronova Trading FZE, and that this indirect exposure was not known to him until the internal investigation commenced. He stated that he did not know Arkady Volkhov, the Chairman of Volkhov Industrial Group, personally, and had never communicated with Mr. Volkhov.

5.3 Zenith Petroleum DMCC

Mr. Renshaw stated that he was aware of Zenith Petroleum DMCC as a DTI counterparty. He recalled that Zenith Petroleum's name appeared in DTI's periodic trading reports, alongside other counterparties in the Dubai-based commodity trading market. Mr. Renshaw characterized Zenith as one of several commodity trading companies with whom DTI maintained business relationships, but stated that he did not have detailed knowledge of the specific transactions conducted with Zenith.

Mr. Renshaw stated that he did not know Farhan Qureshi, the Managing Director of Zenith Petroleum DMCC, personally, and could not recall any direct communications with Mr. Qureshi. When asked whether he was aware of any connection between Zenith Petroleum and Volkhov Industrial Group or other sanctioned entities, Mr. Renshaw stated that he was not aware of any such connection prior to the commencement of the internal investigation.

Mr. Renshaw could not provide detail on specific transactions with Zenith Petroleum beyond what he had seen in summary-level reporting. He deferred to the DTI team and to the forensic accounting analysis being conducted by Ridgeline Advisory Group LLC for more granular detail regarding the Zenith transactions.

5.4 Caspian Logistik GmbH

Mr. Renshaw stated that he had limited familiarity with Caspian Logistik GmbH, which he described as a Hamburg-based logistics company. He recalled that the name Caspian Logistik had come up in connection with oilfield equipment shipments, and he believed that Yves Leclerc, DTI's Director of Logistics & Shipping, handled the logistics arrangements involving Caspian Logistik. Mr. Renshaw could not recall when or in what context he first became aware of Caspian Logistik, but he stated that logistics service providers were not entities that he would typically engage with or monitor at the CEO level.

Mr. Renshaw stated that he was not aware of the specifics of oilfield equipment exports valued at approximately $12.4 million that were facilitated through Caspian Logistik GmbH. He stated that transactions of this nature — involving the procurement and shipment of oilfield equipment — were not matters that would ordinarily come to his attention as CEO unless they were flagged as unusual by the compliance function, the finance team, or the relevant business unit leader. He stated that no such flagging had occurred with respect to Caspian Logistik.

6. Knowledge of the Suspect Transactions

Ms. Thornton then questioned Mr. Renshaw regarding his knowledge of the specific categories of suspect transactions that have been identified in the course of the internal investigation.

6.1 Crude Oil Swap Transactions

Mr. Renshaw was asked about the fourteen crude oil swap transactions totaling approximately $218.7 million in notional value, executed with Petronova Trading FZE and Zenith Petroleum DMCC between June 2020 and February 2022. These transactions were identified in the initial phase of Calderwood & Harkness's document review and forensic analysis as potentially connected to Volkhov Industrial Group or its affiliates.

Mr. Renshaw stated that he was aware of DTI's crude oil trading activities in general terms. He described DTI's Dubai trading desk as handling a significant portfolio of both swap (financial) and physical commodity trading transactions, encompassing crude oil, refined petroleum products, and, to a lesser extent, natural gas. He stated that DTI's trading book involved numerous counterparties and that the aggregate volumes reported in the monthly summaries reflected a large and diversified trading operation.

However, Mr. Renshaw stated emphatically that he did not review individual transaction details. He explained that his oversight of DTI was conducted at a summary level, relying on aggregate reports provided by Mr. Hargrave and DTI's Controller, Rajesh Malhotra. These reports typically presented information in the form of aggregate trading volumes, revenue and margin figures, counterparty exposure summaries, and risk metrics — not individual trade confirmations or counterparty-level transaction histories.

Mr. Renshaw stated that he had no knowledge, prior to the initiation of the internal investigation in April 2022, that any of DTI's crude oil swap transactions involved crude oil sourced from, destined for, or otherwise connected to Volkhov Industrial Group or entities controlled by or affiliated with Volkhov. He stated that such connections were not apparent from the summary-level reports he reviewed and were not communicated to him by Mr. Hargrave, Ms. Sorokin, or any other DTI personnel.

Specifically, Mr. Renshaw stated that he was not aware that nine of the fourteen identified transactions — representing approximately $156.3 million in notional value — had been identified by Ridgeline Advisory Group LLC, the forensic accounting consultant retained by Calderwood & Harkness on May 2, 2022, as connected to Volkhov entities. Mr. Renshaw stated that this information was shared with him in general terms during a briefing by Ms. Chambers and Ms. Thornton in connection with the preparation for this interview, but that he had not reviewed the underlying forensic analysis.

6.2 Oilfield Equipment Exports

Mr. Renshaw was asked about exports of oilfield drilling equipment and components from DTI operations through Caspian Logistik GmbH. Specifically, Ms. Thornton described a series of exports involving items classified under Export Administration Regulations ("EAR") Export Control Classification Numbers ("ECCN") 2B350 and 2B999, with an aggregate value of approximately $12.4 million, shipped to end users in Russia via Caspian Logistik GmbH between August 2020 and January 2022.

Mr. Renshaw stated that he was not involved in approving specific equipment shipments or procurement transactions at the DTI level. He stated that decisions regarding equipment procurement, vendor selection, shipping logistics, and export compliance were handled by the DTI team in Dubai, primarily under the direction of Mr. Hargrave and Mr. Leclerc.

Mr. Renshaw stated that he was not aware of these specific transactions or their export control classification under the EAR. He stated that he was not familiar with the specific ECCN classifications referenced by Ms. Thornton, and acknowledged that he did not possess technical expertise in export control classification. He stated that he would have expected the compliance function — specifically, Mr. Fisk's team — to identify any items requiring export licenses or subject to export restrictions, and to ensure that appropriate licenses were obtained or that the transactions were structured to comply with applicable regulations.

Mr. Renshaw acknowledged, upon further questioning, that he did not receive regular reports specifically addressing export-controlled items, export license applications, or the EAR compliance status of DTI's equipment transactions. He stated that this was a gap in the reporting structure that he recognized in retrospect.

6.3 Payment Structuring

Mr. Renshaw was asked about approximately $34.2 million in payments routed through intermediary accounts at Crescent Commercial Bank PJSC (Dubai) between March 2020 and March 2022. Ms. Thornton stated that the forensic analysis had identified 127 individual transactions involving payments routed through multiple intermediary accounts at Crescent Commercial Bank, and that the transaction patterns exhibited characteristics potentially consistent with structured payments designed to obscure the ultimate source or destination of funds.

Mr. Renshaw stated that he was not aware of the specific routing or structuring of payments through Crescent Commercial Bank. He stated that treasury and payment operations at DTI were managed by Rajesh Malhotra, DTI's Controller, with oversight from Sandra Whitfield's finance team in Houston. Mr. Renshaw stated that he was not involved in approving individual payments or reviewing payment routing instructions, and that these operational details were handled at levels below the CEO.

Mr. Renshaw stated that he would have expected the compliance and finance functions to flag any unusual payment patterns — including payments routed through multiple intermediary accounts, payments involving jurisdictions or counterparties presenting elevated sanctions risk, or payments inconsistent with the underlying commercial transactions. He stated that no such concerns were brought to his attention during the relevant period.

7. Knowledge of Compliance Infrastructure and Gerald Fisk

Ms. Thornton asked Mr. Renshaw to describe Dunmore's compliance function and infrastructure as it existed prior to April 2022, with particular focus on sanctions and export control compliance.

Gerald Fisk — Chief Compliance Officer. Mr. Renshaw identified Gerald Fisk as Dunmore's Chief Compliance Officer, a position Mr. Fisk held for approximately four years. Mr. Fisk was based in Houston at the Company's operational headquarters. Mr. Renshaw stated that Mr. Fisk reported to Marcus Wellbourne, the General Counsel, and maintained a dotted-line reporting relationship to the Board of Directors through the Audit & Compliance Committee. This dual reporting structure was intended to provide the Board with an independent channel for receiving compliance-related information.

Mr. Renshaw stated that he had periodic interactions with Mr. Fisk, including at quarterly Board meetings where Mr. Fisk would present a compliance update, and during ad hoc compliance review sessions. However, Mr. Renshaw emphasized that he did not manage Mr. Fisk directly; day-to-day management of the compliance function fell within Mr. Wellbourne's purview as General Counsel.

Pre-Existing Sanctions Compliance Program. Mr. Renshaw characterized the pre-existing sanctions compliance program as including OFAC screening of counterparties at the time of onboarding, as well as periodic rescreening of existing counterparties against updated OFAC lists. He stated that the Company utilized a third-party screening tool — he believed it was provided by a well-known compliance technology vendor, though he could not recall the specific product name — and that the compliance team was responsible for reviewing screening results and resolving any potential matches.

Upon further questioning, Mr. Renshaw acknowledged that he was not deeply familiar with the details of the screening protocols, including the specific parameters used for screening (e.g., whether screening was conducted against the full SDN List, sectoral sanctions identifications, the Entity List, or other restricted party lists). He was not familiar with the frequency of rescreening cycles — whether rescreening occurred monthly, quarterly, or at some other interval — or whether rescreening was triggered automatically by changes to OFAC lists. He was also not familiar with the specific procedures for third-party due diligence, including whether enhanced due diligence was conducted for counterparties domiciled in high-risk jurisdictions or counterparties with complex ownership structures.

Mr. Renshaw stated that he had relied on Mr. Fisk, Mr. Wellbourne, and the compliance team to design and implement an appropriate sanctions compliance program, and that he had trusted that the program was operating effectively. He acknowledged that this reliance may have been misplaced in light of the compliance failures that had since come to light.

Departure of Gerald Fisk. Mr. Renshaw was asked about Mr. Fisk's departure from Dunmore, which occurred on June 10, 2022. Mr. Renshaw stated that the departure was "by mutual agreement," but he acknowledged, upon further questioning, that there was internal pressure related to the compliance failures surfaced by the investigation. Mr. Renshaw did not elaborate on the specific circumstances of Mr. Fisk's departure, other than to note that Mr. Fisk had retained personal counsel in connection with the matter. Mr. Renshaw identified Mr. Fisk's personal counsel as Catherine Blackthorn of Blackthorn & Associates LLP, a Houston-based firm.

Appointment of Priya Nayar. Mr. Renshaw confirmed that Priya Nayar was subsequently appointed as the new Chief Compliance Officer of Dunmore Energy Holdings Ltd., effective August 1, 2022. Mr. Renshaw stated that Ms. Nayar was hired specifically to lead the Company's compliance remediation efforts, and that she was selected based on her extensive experience in sanctions compliance and her prior service at a major international energy company. Mr. Renshaw stated that Ms. Nayar would be given enhanced authority, resources, and direct access to the Board of Directors as part of the remediation program.

8. Knowledge of How the Inquiry Arose

Ms. Thornton asked Mr. Renshaw to recount, to the best of his recollection, the sequence of events that led to the engagement of Calderwood & Harkness and the initiation of the internal investigation. Mr. Renshaw provided the following chronological account:

April 6, 2022: OFAC added Volkhov Industrial Group JSC to the SDN List under Executive Order 14024, as part of a broader tranche of Russia-related designations announced in connection with the U.S. government's response to the Russian invasion of Ukraine. Mr. Renshaw stated that this designation was widely reported in the financial press and that he was generally aware of it.

April 11, 2022: Gerald Fisk, the Chief Compliance Officer, conducted a routine OFAC screening refresh in the wake of the April 6 designations. During this screening refresh, Mr. Fisk identified potential historical exposure to Volkhov Industrial Group through Petronova Trading FZE. Specifically, Mr. Fisk's screening appears to have identified publicly available or commercially available information suggesting a connection between Petronova and Volkhov — although Mr. Renshaw was not certain of the precise basis for Mr. Fisk's initial determination. Mr. Fisk promptly notified Marcus Wellbourne, the General Counsel, of his findings.

April 11 or 12, 2022: Mr. Renshaw stated that Marcus Wellbourne briefed him regarding Mr. Fisk's findings and the potential exposure. Mr. Renshaw could not recall whether this briefing occurred on April 11 or April 12, but he stated it was within one to two days of Mr. Fisk's notification to Mr. Wellbourne. Mr. Renshaw stated that the briefing was sobering and that he immediately recognized the seriousness of the situation.

April 14, 2022: Mr. Wellbourne, in consultation with Mr. Renshaw, engaged Calderwood & Harkness LLP to conduct an internal investigation and to represent the Company in connection with any government inquiries arising from the potential sanctions exposure. Victoria Chambers was assigned as the Responsible Partner for the engagement.

April 19, 2022: The DOJ National Security Division issued grand jury subpoena GJ No. 22-418, which was served via Dunmore's registered agent in Houston. The subpoena sought documents and records related to transactions with Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, and Caspian Logistik GmbH, covering the period from January 1, 2019 forward. Mr. Renshaw stated that the receipt of the subpoena was a "significant shock" to him and to the Company's leadership team, and that it confirmed the seriousness of the situation and the need for a comprehensive internal investigation.

Mr. Renshaw stated that, upon learning of the DOJ subpoena, he immediately directed full cooperation with Calderwood & Harkness's internal investigation. He stated that he communicated to the senior management team, the General Counsel, and the Board of Directors that the Company's policy would be one of full cooperation and transparency with outside counsel.

Mr. Renshaw confirmed that litigation hold notices were issued on April 20, 2022, to all Dunmore entities globally, including DTI in Dubai, DUA in Houston, Dunmore Renewables GmbH in Hamburg, and DEWA in Lagos. The litigation hold was administered by Mr. Wellbourne's legal team and covered all documents and electronically stored information related to the counterparties identified in the subpoena, as well as broader categories of documents related to sanctions compliance, export controls, and the Company's trading activities.

9. Renshaw's Communications with Hargrave and Sorokin

Ms. Thornton asked Mr. Renshaw to describe his communications with Derek Hargrave and Natasha Sorokin during the period from March 2020 through April 2022, which encompasses the timeframe during which the suspect transactions were executed.

Communications with Derek Hargrave. Mr. Renshaw stated that his communications with Mr. Hargrave during the relevant period were primarily through the regular channels he had previously described: monthly written reports, biweekly telephone calls, and quarterly in-person meetings. He stated that these communications were business-oriented and focused on DTI's overall financial performance, market conditions, key opportunities, and significant developments affecting the trading operation.

Mr. Renshaw stated unequivocally that Mr. Hargrave did not flag any concerns regarding Petronova Trading FZE, Zenith Petroleum DMCC, or Volkhov Industrial Group JSC during their regular communications. He stated that Mr. Hargrave did not raise any questions about the legitimacy of any DTI counterparty, did not express concern about sanctions exposure, and did not suggest that any of DTI's trading relationships warranted enhanced scrutiny or review. When asked whether, in retrospect, there were any communications from Mr. Hargrave that might have contained red flags or indirect references to problematic counterparties, Mr. Renshaw stated that he could not recall any such communications, but acknowledged that a review of his email correspondence with Mr. Hargrave would be necessary to confirm this recollection.

Communications with Natasha Sorokin. Mr. Renshaw stated that he had no substantive direct communications with Natasha Sorokin during the relevant period. He characterized Ms. Sorokin as a trader-level employee who would not typically interact with the CEO in the normal course of business. He reiterated that Ms. Sorokin reported to Mr. Hargrave, and that any information from Ms. Sorokin would have reached Mr. Renshaw only through Mr. Hargrave or through formal reporting channels.

When asked whether Mr. Hargrave ever raised questions about the legitimacy of any counterparty or expressed concern about sanctions exposure in any context, Mr. Renshaw stated that he could not recall any such conversation. He stated that, to the best of his recollection, his interactions with Mr. Hargrave were characterized by a tone of business normalcy and that there were no warning signs communicated through the CEO-to-President reporting channel.

10. Interactions with Shareholders

Ms. Thornton asked Mr. Renshaw about his interactions with Dunmore's equity investors in connection with the investigation and the DOJ inquiry.

Reporting Obligations. Mr. Renshaw described his reporting obligations to the Company's principal equity investors, Greystone Capital Partners Fund IV, L.P. (holding approximately 62.5% of the equity) and Thornbury Infrastructure Fund II, L.P. (holding approximately 15% of the equity). He stated that he provided quarterly business updates to Richard Fairbanks, Managing Partner of Greystone Capital Management LLC, and Helen Cresswell, Managing Director of Thornbury Asset Management Ltd. These quarterly updates typically covered financial performance, operational developments, strategic initiatives, and material risks facing the Company.

Notification of Greystone. Mr. Renshaw confirmed that he notified Mr. Fairbanks of the DOJ inquiry promptly after the grand jury subpoena was received. He stated that this notification occurred on or around April 19, 2022 — the same day the subpoena was served. Mr. Renshaw described the conversation as one in which he provided Mr. Fairbanks with a factual summary of the situation, including the existence of the subpoena, the counterparties identified, and the engagement of Calderwood & Harkness to conduct the internal investigation. Mr. Renshaw stated that Mr. Fairbanks was "deeply concerned" by the news.

Mr. Renshaw confirmed that, following this notification, Greystone Capital retained Harwood & Pennington LLP as separate counsel to advise Greystone in connection with the investigation. Arthur Pennington III serves as the lead partner at Harwood & Pennington for this matter. Mr. Renshaw stated that Greystone's decision to retain independent counsel was expected and appropriate given the magnitude of the potential exposure and Greystone's majority equity position.

Notification of Thornbury. Mr. Renshaw confirmed that Thornbury Infrastructure Fund II was also notified of the DOJ inquiry. Mr. Renshaw stated he was not aware whether Thornbury had retained independent counsel in connection with the matter, and he deferred to Mr. Wellbourne for additional detail on the status of Thornbury's legal representation.

Joint Defense / Common Interest Agreement. Mr. Renshaw noted the existence of a Joint Defense and Common Interest Agreement dated April 25, 2022, entered into among Dunmore Energy Holdings Ltd., Greystone Capital Partners Fund IV, L.P., and Thornbury Infrastructure Fund II, L.P. The purpose of the agreement is to facilitate the sharing of privileged information among the parties and their respective counsel in connection with the DOJ investigation, while preserving the applicable privileges. Mr. Renshaw stated that the agreement was negotiated and executed by the General Counsel's office in coordination with Calderwood & Harkness and the investors' respective counsel.

11. Renshaw's Awareness of Banking Relationships Relevant to Investigation

Ms. Thornton asked Mr. Renshaw about the Company's banking relationships that may be relevant to the investigation.

Meridian National Bank, N.A. Mr. Renshaw confirmed that Meridian National Bank, N.A., located in New York, serves as Dunmore's primary lender. Meridian provides a $750 million senior secured revolving credit facility to the Company. The relationship Managing Director at Meridian is Gregory Stanhope. Mr. Renshaw stated that this credit facility is a critical component of the Company's capital structure and liquidity position.

Mr. Renshaw stated that he was aware that the credit agreement governing the revolving facility contained representations and warranties regarding the Company's compliance with applicable sanctions laws and regulations, as well as affirmative covenants requiring ongoing compliance with such laws. He further stated that he was aware that the investigation could trigger notification obligations under the credit agreement — specifically, the requirement to notify the lender of any material litigation or governmental inquiry — and could potentially constitute an event of default depending on the ultimate findings of the investigation and any resulting governmental action.

Mr. Renshaw stated that Marcus Wellbourne and Sandra Whitfield were handling the lender notification process in coordination with Calderwood & Harkness, and that the Company was seeking to manage the lender relationship carefully to avoid any disruption to its credit facility.

Crescent Commercial Bank PJSC. Mr. Renshaw confirmed that he was aware of the banking relationship with Crescent Commercial Bank PJSC in Dubai. He described Crescent Commercial Bank as the trade finance bank used by DTI for its commodity trading operations, including letters of credit, trade finance facilities, and transaction settlement. The relationship at Crescent Commercial Bank was managed by Khalid Mansour. Mr. Renshaw stated that he was not involved in the day-to-day management of the Crescent Commercial Bank account and that the banking relationship was managed by Mr. Malhotra at DTI with oversight from Ms. Whitfield in Houston. He noted that the forensic accounting analysis by Ridgeline Advisory Group would include a review of the Crescent Commercial Bank account activity.

12. Renshaw's Knowledge of D&O Insurance

Ms. Thornton asked Mr. Renshaw about the Company's directors' and officers' liability insurance coverage.

Mr. Renshaw confirmed that Dunmore Energy Holdings Ltd. maintains directors' and officers' ("D&O") liability insurance through Garrison Mutual Insurance Co., domiciled in Bermuda. The policy is designated as policy number GM-DO-2021-08734. The policy provides $50 million in aggregate limits and $10 million per claim, subject to a self-insured retention of $2.5 million. Mr. Renshaw stated that the D&O policy was designed to cover defense costs and potential liabilities arising from claims against the Company's directors and officers in connection with their service in those capacities.

Mr. Renshaw stated that Howard Quinn, the Billing Partner at Calderwood & Harkness for this matter, and Sandra Whitfield, the Chief Financial Officer, were coordinating the D&O insurance claim for defense costs incurred in connection with the internal investigation and the DOJ inquiry. The claims adjuster assigned to the matter by Garrison Mutual was identified as Patricia Holbrook. Mr. Renshaw stated that the Company expected to seek coverage under the D&O policy for a substantial portion of the defense costs incurred to date and anticipated in the future, subject to the terms and conditions of the policy and the resolution of any coverage disputes.

13. Renshaw's View on Remediation

Ms. Thornton asked Mr. Renshaw about his views on remediation measures and the Company's posture going forward.

Mr. Renshaw expressed strong and unequivocal support for comprehensive remediation of the Company's compliance program. He stated that the events giving rise to the investigation represented a serious failure of the Company's compliance infrastructure, and that he was personally committed to ensuring that the Company's compliance program was rebuilt to meet the highest standards.

Mr. Renshaw stated his intention to implement whatever compliance program enhancements Calderwood & Harkness and its consultants recommended, and he expressed a willingness to invest the necessary financial and personnel resources to achieve that goal. He specifically referenced the following areas as priorities for remediation:

• Enhanced OFAC Screening: Implementing more robust and comprehensive sanctions screening protocols, including real-time screening against the full SDN List, sectoral sanctions identifications lists, the Non-SDN Menu-Based Sanctions List, and other relevant restricted party lists, with automated screening triggered by changes to OFAC lists.

• Third-Party Due Diligence: Strengthening the Company's third-party due diligence procedures, including enhanced know-your-customer ("KYC") and know-your-counterparty ("KYC") protocols, beneficial ownership identification requirements, and enhanced due diligence for counterparties domiciled in high-risk jurisdictions or exhibiting other risk indicators.

• Export Control Classification Procedures: Implementing formal procedures for export control classification of all equipment, components, and technology exported by the Company or its subsidiaries, including procedures for determining applicable ECCN classifications and obtaining required export licenses.

• Employee Training: Conducting comprehensive training for all employees involved in trading, logistics, finance, and compliance functions on sanctions compliance, export control compliance, and anti-money laundering obligations, with particular emphasis on red flag identification and escalation procedures.

Mr. Renshaw confirmed his support for the appointment of a new Chief Compliance Officer, noting that Priya Nayar was ultimately appointed to the role effective August 1, 2022, as discussed above.

Mr. Renshaw also expressed his willingness to cooperate fully with the DOJ in connection with the grand jury investigation and stated that he was supportive of considering a voluntary self-disclosure to OFAC regarding the potential sanctions violations identified by the internal investigation. He stated that he believed a posture of transparency and cooperation was in the best interests of the Company and its stakeholders.

14. Assessment of Witness Credibility and Demeanor

The following assessment of Mr. Renshaw's credibility and demeanor is based on the observations of both Jasmine Thornton and Nicholas Ferreira during the course of the interview.

Mr. Renshaw was cooperative and forthcoming throughout the interview. He arrived on time, was prepared, and engaged with the questioning in a focused and attentive manner. He answered questions directly and did not appear evasive or reluctant to provide information. On several occasions, when he was uncertain of a fact or date, he stated clearly that he did not know or could not recall, rather than speculating or providing potentially inaccurate information.

Mr. Renshaw's account was internally consistent throughout the interview. He described himself as a high-level executive who delegated day-to-day trading operations and counterparty management to Derek Hargrave and the DTI team in Dubai, and who relied on the compliance function (Gerald Fisk) and the finance team (Sandra Whitfield and Rajesh Malhotra) to flag irregularities. This characterization was maintained consistently in response to questions on multiple topics and was not contradicted at any point during the interview.

Mr. Renshaw appeared genuinely surprised by the scope of the suspect conduct when it was described to him in general terms during the interview. His reactions — including expressions of concern and statements reflecting dismay — appeared authentic and were consistent with the reactions of an executive who is confronting information about wrongdoing within his organization for the first time, rather than an executive who is concealing prior knowledge.

Mr. Renshaw's knowledge gaps regarding specific counterparties, individual transaction details, payment routing structures, and export control classifications appeared credible given his role as CEO of a multi-billion-dollar energy company with global operations. It would not be expected, in the ordinary course, that a CEO in Mr. Renshaw's position would have detailed knowledge of individual trade confirmations, payment routing instructions, or ECCN classifications for equipment shipments. However, this assessment must be qualified by the observation that these knowledge gaps also highlight the significant degree of operational autonomy given to the Dubai trading desk and the weakness of upward reporting mechanisms that should have provided the CEO with visibility into potentially problematic activities.

No material inconsistencies were identified between Mr. Renshaw's account and other information gathered to date in the investigation, including information obtained from the interviews of Sandra Whitfield (May 18, 2022) and Rajesh Malhotra (May 20, 2022), as well as documents reviewed to date.

The investigation team notes that a final credibility assessment will require comparison of Mr. Renshaw's statements with the email correspondence and documentary evidence collected through the e-discovery process, the results of the Ridgeline Advisory Group forensic accounting analysis, and the accounts provided by other witnesses, including Derek Hargrave and Gerald Fisk, whose interviews are pending.

15. Documents Referenced or Identified During Interview

During the course of the interview, Mr. Renshaw referenced or identified the following categories of documents as relevant to his testimony and to the investigation generally. These documents have been noted for collection, production, and review:

1. Monthly Trading Desk Summary Reports: Monthly reports prepared by Derek Hargrave and/or Rajesh Malhotra at DTI and transmitted to Mr. Renshaw, covering trading volumes, revenue, key counterparties, and risk metrics. These reports are expected to be among the documents collected by Nexagen Analytics Inc., the e-discovery vendor retained for this matter, under Project No. NX-DEH-2204. These reports are a high priority for review, as they will bear directly on the question of what information Mr. Renshaw received regarding DTI's counterparty relationships.

2. Quarterly Board Presentation Materials: Quarterly business review and Board meeting presentations, including the compliance section prepared by Gerald Fisk. These materials will provide insight into the information presented to the Board and senior management regarding the status of the Company's compliance program.

3. Email Correspondence Between Renshaw and Hargrave: All email communications between Mr. Renshaw and Mr. Hargrave during the relevant period (March 2020 through April 2022). This correspondence is to be captured in the e-discovery collection and reviewed for any references to the suspect counterparties, unusual transactions, or compliance concerns.

4. Board Audit & Compliance Committee Meeting Minutes: Minutes from meetings of the Board's Audit & Compliance Committee during the relevant period. These minutes have been requested for production and will be reviewed for any discussions of sanctions compliance, counterparty risk, or compliance program adequacy.

5. Dunmore Sanctions Compliance Policy Manual: The Company's existing sanctions compliance policy manual, as it existed prior to April 2022. This document will be reviewed against the Company's actual screening practices and procedures to assess any gaps between the written policy and operational reality.

16. Follow-Up Items / Open Issues

Based on the interview, the following items have been identified for follow-up by the investigation team:

1. Email Review — Renshaw/Hargrave Correspondence. Obtain and review Mr. Renshaw's email correspondence with Derek Hargrave from March 2020 through April 2022. The review should focus on any references to Petronova Trading FZE, Zenith Petroleum DMCC, Volkhov Industrial Group JSC, Caspian Logistik GmbH, or any other potentially relevant counterparties or transactions. The review should also identify any communications in which Mr. Hargrave raised questions or concerns about counterparty legitimacy or compliance matters.

2. Review of Monthly Trading Desk Summary Reports. Obtain and review the monthly trading desk summary reports transmitted from DTI to Mr. Renshaw during the relevant period. The purpose of this review is to assess what information Mr. Renshaw would have had regarding counterparty concentrations, trading volumes with specific counterparties, and risk metrics that might have signaled problematic activity.

3. Cross-Reference Fisk Notification. Cross-reference Mr. Renshaw's account of the Gerald Fisk notification (which Mr. Renshaw placed on or around April 11, 2022) with Mr. Fisk's account (to be obtained in Mr. Fisk's interview, currently scheduled for June 8, 2022) and with Mr. Wellbourne's records and recollections. The purpose is to confirm the timeline and substance of the internal notification chain.

4. Assessment of CEO Oversight of DTI. Assess whether Mr. Renshaw's level of oversight of the Dubai trading desk was consistent with industry norms for a CEO of a similarly situated energy company, or whether it constituted a supervisory gap that may be relevant to the Company's culpability analysis or to DOJ's assessment of corporate cooperation and remediation. This assessment should include a comparison with governance structures at peer companies and may require input from compliance consultants.

5. Potential Re-Interview of Renshaw. Consider whether a re-interview of Mr. Renshaw will be necessary after completion of the forensic accounting analysis being conducted by Ridgeline Advisory Group LLC (retained May 2, 2022, under Engagement No. RAG-2022-0319, with Dr. Margaret Liu as Engagement Lead). The forensic analysis may yield information that warrants additional questioning of Mr. Renshaw, particularly if documents or transactional data are identified that are inconsistent with his account.

6. Coordination with Victoria Chambers — DOJ Proffer. Coordinate with Victoria Chambers regarding any information from this interview that may be relevant to the initial proffer to Assistant United States Attorney Meredith Calloway, DOJ National Security Division, currently scheduled for July 15, 2022. Particular attention should be given to Mr. Renshaw's account of the Company's compliance infrastructure, the timeline of the internal notification, and the Company's cooperation and remediation posture, all of which are likely to be topics of interest to the DOJ.

17. Distribution and Privilege Notation

This memorandum constitutes attorney work product prepared in anticipation of litigation and in connection with the provision of legal advice to Dunmore Energy Holdings Ltd. It is protected by the attorney-client privilege and the work product doctrine.

Distribution of this memorandum is strictly limited to the following members of the Calderwood & Harkness LLP investigation team:

• Victoria Chambers, Responsible Partner

• Howard Quinn, Billing Partner

• Conrad Reeves, Partner

• Liam Donahue, Associate

• Jasmine Thornton, Lead Associate (author)

• Nicholas Ferreira, Associate (co-interviewer)

This memorandum is not to be shared with the interviewee, Callum Renshaw, or with any personnel of Dunmore Energy Holdings Ltd. or its subsidiaries, including Marcus Wellbourne (General Counsel), without the prior written approval of Victoria Chambers.

Any disclosure of the contents of this memorandum to the DOJ, OFAC, or any other governmental authority will be made only pursuant to the selective waiver protocol established in the Memorandum re: Privilege & Work Product Protections dated July 1, 2022, and only with the express authorization of Victoria Chambers and the concurrence of the Company's Board of Directors or its designated representatives.

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

Prepared by:

________________________________________

Jasmine Thornton Lead Associate, White Collar & Investigations Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006

Date: May 23, 2022

Reviewed by:

________________________________________

Nicholas Ferreira Associate, White Collar & Investigations Calderwood & Harkness LLP 1200 McKinney Street, Suite 2100 Houston, TX 77010

Date: May 23, 2022

TO:	File; Victoria Chambers (Responsible Partner)
FROM:	Jasmine Thornt

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006
Matter: Dunmore Energy Holdings Ltd. — DOJ Sanctions & Export Controls Inquiry Matter No.: 1016-00009
MEMORANDUM
1. Interview Logistics
On May 23, 2022, Jasmine Thornton and Nicholas Ferreira conducted a first-round witness interview of Callum Renshaw, Chief Executive Officer of Dunmore Energy Holdings Ltd. ("Dunmore" or "DEH" or the "Company"), in connection with the internal investigation arising from the U.S. Department of Justice ("DOJ") inquiry and grand jury subpoena GJ No. 22-418. The interview details are as follows:
Date and Time: May 23, 2022; 9:30 a.m. to 1:15 p.m. CDT. The interview lasted approximately three hours and forty-five minutes of substantive questioning, exclusive of a fifteen-minute break taken at approximately 11:15 a.m. CDT.
Location: Calderwood & Harkness LLP, Houston office, 1200 McKinney Street, Suite 2100, Houston, Texas 77010. The interview was conducted in Conference Room 21-A, a secure interior conference room.
Interviewee: Callum Renshaw, Chief Executive Officer, Dunmore Energy Holdings Ltd. Mr. Renshaw is based at Dunmore's operational headquarters, located at 1200 McKinney Street, Suite 3400, Houston, Texas 77010, which is in the same building as Calderwood & Harkness's Houston office.
Interviewers: Jasmine Thornton, Lead Associate, Calderwood & Harkness LLP (based in the firm's Washington, D.C. office), and Nicholas Ferreira, Associate, Calderwood & Harkness LLP (based in the firm's Houston office). Ms. Thornton led the questioning; Mr. Ferreira took notes and posed supplemental questions as appropriate.
Also Present: Marcus Wellbourne, General Counsel of Dunmore Energy Holdings Ltd. Mr. Wellbourne attended the interview at the request of Mr. Renshaw and in his capacity as the Company's General Counsel. Mr. Wellbourne was informed at the outset that his presence did not alter the scope or nature of the Upjohn warnings being administered. Mr. Wellbourne did not interpose objections or otherwise substantively intervene during the interview, although he occasionally conferred briefly with Mr. Renshaw before certain responses.
Court Reporter / Recording: No court reporter was present, and no audio or video recording was made of the interview. Contemporaneous handwritten and typed notes were taken by both Jasmine Thornton and Nicholas Ferreira. This memorandum was prepared based on those notes and represents a substantially complete summary of the interview; it is not a verbatim transcript.
Interview Round: This interview was the third interview conducted as part of the first round of witness interviews, which commenced on May 18, 2022. Prior interviews in this round included Sandra Whitfield (Chief Financial Officer, interviewed May 18, 2022) and Rajesh Malhotra (Controller, DTI, interviewed May 20, 2022 via videoconference from Dubai).
2. Upjohn Warning / Corporate Miranda
At the outset of the interview, and prior to any substantive questioning, Jasmine Thornton administered the standard Upjohn corporate Miranda warning to Mr. Renshaw, consistent with the Witness Interview Protocol dated April 18, 2022, which was prepared and approved by Victoria Chambers, the Responsible Partner on this matter. The warning was delivered orally and in substantially the following form:
Mr. Renshaw was advised that:
(a) Calderwood & Harkness LLP represents Dunmore Energy Holdings Ltd. and its subsidiaries (collectively, the "Company") in connection with this matter. Calderwood & Harkness does not represent Mr. Renshaw individually, and the interview should not be understood as creating an individual attorney-client relationship between Mr. Renshaw and the firm.
(b) The purpose of the interview is to gather facts in connection with the internal investigation that Calderwood & Harkness is conducting on behalf of the Company. This investigation relates to the DOJ inquiry and the grand jury subpoena designated GJ No. 22-418, which was issued on April 19, 2022, by the U.S. District Court for the District of Columbia, Grand Jury 22-2.
(c) The interview is protected by the attorney-client privilege. However, the privilege belongs to the Company — Dunmore Energy Holdings Ltd. — and not to Mr. Renshaw personally. Mr. Renshaw does not have the authority to assert or waive the privilege with respect to this communication.
(d) The Company may, in its sole discretion, choose to waive the attorney-client privilege and disclose the substance of the interview — including the contents of this memorandum — to third parties, including the DOJ, the Office of Foreign Assets Control ("OFAC"), or other governmental authorities.
(e) Mr. Renshaw should not discuss the substance of the interview with other employees, officers, or potential witnesses, whether at Dunmore or any of its subsidiaries, as such discussions could compromise the integrity of the investigation and potentially affect the availability of the privilege.
(f) Mr. Renshaw has the right to retain personal counsel at his own expense if he wishes to do so. Calderwood & Harkness encouraged Mr. Renshaw to consider whether he believed personal counsel would be appropriate.
Mr. Renshaw stated that he understood each of the foregoing points. He acknowledged that Calderwood & Harkness represents the Company and not him individually, that the privilege belongs to the Company, and that the Company could choose to disclose the substance of the interview to government authorities. With respect to personal counsel, Mr. Renshaw stated that he did not believe personal counsel was necessary "at this time" and that he was prepared to proceed with the interview. Mr. Renshaw did not ask any clarifying questions regarding the Upjohn warning.
Mr. Wellbourne, who was present during the administration of the warning, confirmed that he had separately discussed the Upjohn framework with Mr. Renshaw prior to the interview.
Mr. Renshaw agreed to proceed with the interview, and substantive questioning commenced at approximately 9:40 a.m. CDT.
3. Background of Callum Renshaw
Ms. Thornton began the interview by asking Mr. Renshaw to describe his background, his role at Dunmore, and the Company's overall business and organizational structure.
Personal and Professional Background. Mr. Renshaw's full legal name is Callum Renshaw. He currently serves as Chief Executive Officer of Dunmore Energy Holdings Ltd. Mr. Renshaw has served in the CEO role since 2018, when he was appointed by the Board of Directors following the departure of his predecessor. Prior to becoming CEO, Mr. Renshaw served as Chief Operating Officer ("COO") of Dunmore for approximately three years. In total, Mr. Renshaw stated he has been with the Company for approximately twelve years, having originally joined Dunmore in an operational role focused on upstream exploration and production activities. He described his career trajectory as progressing through increasingly senior operational and management positions before being elevated to COO and ultimately CEO. Mr. Renshaw is based at Dunmore's operational headquarters in Houston, Texas.
Company Overview. Mr. Renshaw described Dunmore Energy Holdings Ltd. as a diversified energy company engaged in oil and gas exploration, production, and trading, as well as renewable energy development. He stated that the Company reported annual revenue of approximately $4.87 billion for fiscal year 2021, as reflected in audited financial statements prepared by Ashford & Whitmore LLP, the Company's independent auditors. Mr. Renshaw stated that Dunmore employs approximately 3,200 people globally, with operations spanning North America, the Middle East, West Africa, and Europe.
Entity Structure. Mr. Renshaw confirmed the key subsidiaries within the Dunmore corporate family, and described them as follows:
•  Dunmore Trading International Ltd. ("DTI") — Based in Dubai, United Arab Emirates. DTI is the Company's international commodity trading arm and the entity most directly at issue in this investigation. DTI holds DIFC License No. CL-4827, authorizing it to conduct commodity trading operations out of the Dubai International Financial Centre. DTI engages in physical and financial trading of crude oil, refined products, and natural gas.
•  Dunmore upstream Americas LLC ("DUA") — Based in Houston, Texas. DUA is the Company's primary upstream exploration and production subsidiary for operations in the Western Hemisphere. DUA's Employer Identification Number is 84-2937561. Mr. Renshaw described DUA as the "core" of Dunmore's original business.
•  Dunmore Renewables GmbH — Based in Hamburg, Germany. This subsidiary is responsible for the Company's European renewable energy development activities, including wind and solar projects. Mr. Renshaw described this as a growing segment of the business.
•  Dunmore Exploration West Africa Ltd. ("DEWA") — Based in Lagos, Nigeria. DEWA manages the Company's exploration and production activities in West Africa, primarily in Nigeria and Ghana. Mr. Renshaw stated that DEWA operates under production sharing agreements with the Nigerian National Petroleum Corporation.
Incorporation and Registered Office. Mr. Renshaw confirmed that the parent entity, Dunmore Energy Holdings Ltd., is a Cayman Islands exempted company, registered under Registration Number MC-334821. The Company's registered office is located at Harbour Place, 4th Floor, 103 South Church Street, George Town, Grand Cayman KY1-1002, Cayman Islands. Mr. Renshaw stated that the Cayman Islands domicile was established at the time of the initial private equity investment by Greystone Capital Partners and that the corporate governance structure includes a Board of Directors that meets quarterly, with additional special meetings convened as needed.
Ownership. Mr. Renshaw described the ownership structure of Dunmore Energy Holdings Ltd. as follows:
•  Greystone Capital Partners Fund IV, L.P. — Holds approximately 62.5% of the equity in Dunmore. Greystone Capital Partners is a private equity fund managed by Greystone Capital Management LLC. The Managing Partner of Greystone Capital Management is Richard Fairbanks. The fund is a 2016 vintage fund with approximately $8.3 billion in total commitments. Mr. Renshaw described Greystone as an active and engaged investor with board representation rights, including the right to appoint a majority of Dunmore's directors.
•  Dunmore Management — Holds approximately 22.5% of the equity, consisting of equity interests held by senior executives of the Company, including Mr. Renshaw himself, Sandra Whitfield (Chief Financial Officer), and other members of the senior management team. Mr. Renshaw stated that the management equity was acquired primarily through co-investment at the time of the Greystone acquisition and through subsequent equity grants.
•  Thornbury Infrastructure Fund II, L.P. — Holds approximately 15% of the equity. Thornbury Infrastructure Fund II is managed by Thornbury Asset Management Ltd., and the Managing Director responsible for the Dunmore investment is Helen Cresswell. Mr. Renshaw described Thornbury as a more passive investor compared to Greystone.
4. Organizational Structure and Reporting Lines — Dubai Trading Desk
Ms. Thornton then asked Mr. Renshaw to describe in detail the organizational structure and reporting lines pertaining to Dunmore Trading International Ltd. ("DTI"), the subsidiary at the center of the investigation.
Derek Hargrave — President of DTI. Mr. Renshaw stated that Derek Hargrave served as President of DTI from 2017 until 2022. Mr. Hargrave was based in Dubai, at DTI's offices located at Level 14, Gate Building 3, Dubai International Financial Centre, P.O. Box 506774, Dubai, UAE. Mr. Renshaw stated that Mr. Hargrave was the senior-most executive at DTI and had overall responsibility for the subsidiary's trading operations, staffing, counterparty relationships, and financial performance.
Mr. Hargrave reported directly to Mr. Renshaw in his capacity as CEO of Dunmore Energy Holdings Ltd. However, Mr. Renshaw described this reporting line as "high-level" in nature. He elaborated that Mr. Hargrave had significant operational autonomy over DTI's day-to-day trading operations, consistent with what Mr. Renshaw characterized as standard industry practice for international commodity trading desks. Mr. Renshaw stated that he did not typically involve himself in individual trading decisions, counterparty selection, or the structuring of specific transactions at the DTI level.
When asked to describe the nature and frequency of his communications with Mr. Hargrave, Mr. Renshaw stated the following:
•  He received monthly summary reports from Mr. Hargrave, which typically covered trading volumes, revenue and profitability metrics, key counterparty exposures, risk metrics (including value-at-risk and mark-to-market positions), and personnel matters. Mr. Renshaw stated that these reports were generally in the range of five to ten pages and were circulated by email.
•  He had periodic telephone calls with Mr. Hargrave, approximately biweekly, to discuss high-level business matters. Mr. Renshaw stated that these calls were relatively informal and typically lasted thirty to forty-five minutes.
•  He participated in quarterly in-person meetings with Mr. Hargrave, which occurred either when Mr. Renshaw traveled to Dubai or when Mr. Hargrave visited the Houston headquarters. These meetings were more structured and often coincided with quarterly Board meetings or business review sessions.
Mr. Renshaw stated that, outside of these regular touchpoints, he and Mr. Hargrave would communicate on an ad hoc basis if significant issues arose, but he characterized the day-to-day management of DTI as firmly within Mr. Hargrave's purview.
Natasha Sorokin — Senior Trader at DTI. Mr. Renshaw stated that he was generally aware of Natasha Sorokin as a key member of the Dubai trading team. He described her as a senior trader who, to his understanding, was responsible for executing a significant portion of DTI's crude oil swap and physical trading transactions. Ms. Sorokin reported directly to Mr. Hargrave. Mr. Renshaw stated that he did not interact with Ms. Sorokin directly on a regular basis; he may have met her briefly during visits to Dubai or at Company events, but he could not recall any substantive conversations with her regarding specific counterparties or transactions.
Omar Al-Rashidi — Head of Middle East Operations at DTI. Mr. Renshaw described Mr. Al-Rashidi as responsible for client relationships and operational matters in the Middle East region, including managing relationships with state-owned entities, independent trading houses, and other counterparties in the Gulf Cooperation Council ("GCC") countries. Mr. Al-Rashidi reported directly to Mr. Hargrave. Mr. Renshaw stated that he had some familiarity with Mr. Al-Rashidi's role but did not have regular direct interactions with him.
Yves Leclerc — Director of Logistics & Shipping at DTI. Mr. Renshaw identified Mr. Leclerc as a French national based in Dubai who served as Director of Logistics & Shipping at DTI. In this capacity, Mr. Leclerc was responsible for managing the physical delivery, shipping, and logistics arrangements associated with DTI's trading activities, including chartering vessels, coordinating port operations, and managing relationships with logistics service providers. Mr. Leclerc reported directly to Mr. Hargrave. Mr. Renshaw stated that he was aware of Mr. Leclerc's role in general terms but was not involved in overseeing logistics operations.
Rajesh Malhotra — Controller at DTI. Mr. Renshaw identified Mr. Malhotra as the Controller at DTI, responsible for financial controls, accounting, and financial reporting at the Dubai subsidiary level. Mr. Renshaw stated that Mr. Malhotra had a dual reporting structure: he reported operationally to Mr. Hargrave at DTI, and maintained a dotted-line reporting relationship to Sandra Whitfield, the Chief Financial Officer of DEH in Houston. This dual reporting was intended to ensure that the Houston headquarters had visibility into DTI's financial operations and that DTI's financial reporting was consistent with the Company's consolidated financial statements.
Autonomy of the Dubai Trading Desk. Mr. Renshaw was asked to characterize the degree of autonomy enjoyed by the Dubai trading desk. He acknowledged that DTI operated with a significant degree of operational independence, which he stated was typical for international commodity trading operations. He noted that commodity trading requires speed and flexibility, and that the Dubai team needed the ability to execute transactions, manage counterparty relationships, and respond to market conditions without waiting for approvals from Houston.
However, upon further questioning, Mr. Renshaw acknowledged that, in hindsight, the oversight mechanisms in place to monitor DTI's activities "may not have been adequate." He stated that the monthly reporting and periodic calls may not have provided sufficient granularity to identify problematic counterparties or suspicious transaction patterns. He noted that this was an area where the Company would need to implement significant enhancements going forward.
5. Knowledge of Specific Counterparties
Ms. Thornton then asked Mr. Renshaw about his knowledge of each of the specific counterparties identified in the DOJ grand jury subpoena GJ No. 22-418.
5.1 Petronova Trading FZE
Mr. Renshaw stated that he was aware of Petronova Trading FZE as a counterparty name that appeared in DTI's trading reports. He described Petronova as a Dubai-based commodity trading company. When asked about the origins of Dunmore's relationship with Petronova, Mr. Renshaw stated that he could not recall precisely when the Company first began transacting with Petronova, but he believed it was sometime around 2019 or 2020. He stated that Petronova's name appeared in DTI's monthly trading reports as one of several counterparties with whom DTI maintained active trading relationships, but that Mr. Renshaw did not have any particular reason to single out Petronova for additional scrutiny based on what he saw in those reports.
Mr. Renshaw stated that he was not aware of Petronova's beneficial ownership structure. He did not know Sergei Volkov, the Managing Director of Petronova Trading FZE, personally, and could not recall ever meeting or speaking with Mr. Volkov. When asked whether Mr. Hargrave or anyone else at DTI ever communicated information to him about Petronova's ownership or its connections to any sanctioned parties, Mr. Renshaw stated that no such information had been communicated to him.
Specifically, Mr. Renshaw stated that he was not aware, prior to April 2022, of any connection between Petronova Trading FZE and Volkhov Industrial Group JSC, the Russian industrial conglomerate that was designated as a Specially Designated National ("SDN") by OFAC in April 2022. He stated that this connection was first brought to his attention in the context of the internal investigation.
Mr. Renshaw stated that counterparty onboarding and due diligence for DTI's trading operations was handled at the DTI level, under the direction of Mr. Hargrave and the compliance function. He stated that Gerald Fisk, the Chief Compliance Officer, had responsibility for OFAC screening of counterparties, and that Mr. Renshaw expected that the compliance function would identify and flag any counterparties with sanctions exposure during the onboarding process.
5.2 Volkhov Industrial Group JSC
Mr. Renshaw stated that he was generally aware of Volkhov Industrial Group JSC as a large Russian industrial conglomerate with interests in oil and gas, metals, and infrastructure. He described Volkhov as a name that he would have encountered in industry publications and news coverage, but stated that he did not have any personal or business relationship with Volkhov or its principals.
Mr. Renshaw recalled learning, after the fact, that Volkhov Industrial Group had been designated under OFAC Directive 2 (sectoral sanctions pursuant to Executive Order 13662) on November 15, 2019. He further recalled that Volkhov was subsequently placed on the full SDN List on April 6, 2022, under Executive Order 14024, in connection with the U.S. government's response to the Russian invasion of Ukraine. Mr. Renshaw stated that the November 2019 sectoral designation was not something he was aware of at the time it occurred; he stated that he relied on the compliance function to track OFAC designations and to ensure that the Company's business activities did not involve prohibited persons or entities.
Mr. Renshaw stated that, to his knowledge, Dunmore had no direct contractual relationship with Volkhov Industrial Group. He stated that any potential exposure to Volkhov was indirect, through intermediary entities such as Petronova Trading FZE, and that this indirect exposure was not known to him until the internal investigation commenced. He stated that he did not know Arkady Volkhov, the Chairman of Volkhov Industrial Group, personally, and had never communicated with Mr. Volkhov.
5.3 Zenith Petroleum DMCC
Mr. Renshaw stated that he was aware of Zenith Petroleum DMCC as a DTI counterparty. He recalled that Zenith Petroleum's name appeared in DTI's periodic trading reports, alongside other counterparties in the Dubai-based commodity trading market. Mr. Renshaw characterized Zenith as one of several commodity trading companies with whom DTI maintained business relationships, but stated that he did not have detailed knowledge of the specific transactions conducted with Zenith.
Mr. Renshaw stated that he did not know Farhan Qureshi, the Managing Director of Zenith Petroleum DMCC, personally, and could not recall any direct communications with Mr. Qureshi. When asked whether he was aware of any connection between Zenith Petroleum and Volkhov Industrial Group or other sanctioned entities, Mr. Renshaw stated that he was not aware of any such connection prior to the commencement of the internal investigation.
Mr. Renshaw could not provide detail on specific transactions with Zenith Petroleum beyond what he had seen in summary-level reporting. He deferred to the DTI team and to the forensic accounting analysis being conducted by Ridgeline Advisory Group LLC for more granular detail regarding the Zenith transactions.
5.4 Caspian Logistik GmbH
Mr. Renshaw stated that he had limited familiarity with Caspian Logistik GmbH, which he described as a Hamburg-based logistics company. He recalled that the name Caspian Logistik had come up in connection with oilfield equipment shipments, and he believed that Yves Leclerc, DTI's Director of Logistics & Shipping, handled the logistics arrangements involving Caspian Logistik. Mr. Renshaw could not recall when or in what context he first became aware of Caspian Logistik, but he stated that logistics service providers were not entities that he would typically engage with or monitor at the CEO level.
Mr. Renshaw stated that he was not aware of the specifics of oilfield equipment exports valued at approximately $12.4 million that were facilitated through Caspian Logistik GmbH. He stated that transactions of this nature — involving the procurement and shipment of oilfield equipment — were not matters that would ordinarily come to his attention as CEO unless they were flagged as unusual by the compliance function, the finance team, or the relevant business unit leader. He stated that no such flagging had occurred with respect to Caspian Logistik.
6. Knowledge of the Suspect Transactions
Ms. Thornton then questioned Mr. Renshaw regarding his knowledge of the specific categories of suspect transactions that have been identified in the course of the internal investigation.
6.1 Crude Oil Swap Transactions
Mr. Renshaw was asked about the fourteen crude oil swap transactions totaling approximately $218.7 million in notional value, executed with Petronova Trading FZE and Zenith Petroleum DMCC between June 2020 and February 2022. These transactions were identified in the initial phase of Calderwood & Harkness's document review and forensic analysis as potentially connected to Volkhov Industrial Group or its affiliates.
Mr. Renshaw stated that he was aware of DTI's crude oil trading activities in general terms. He described DTI's Dubai trading desk as handling a significant portfolio of both swap (financial) and physical commodity trading transactions, encompassing crude oil, refined petroleum products, and, to a lesser extent, natural gas. He stated that DTI's trading book involved numerous counterparties and that the aggregate volumes reported in the monthly summaries reflected a large and diversified trading operation.
However, Mr. Renshaw stated emphatically that he did not review individual transaction details. He explained that his oversight of DTI was conducted at a summary level, relying on aggregate reports provided by Mr. Hargrave and DTI's Controller, Rajesh Malhotra. These reports typically presented information in the form of aggregate trading volumes, revenue and margin figures, counterparty exposure summaries, and risk metrics — not individual trade confirmations or counterparty-level transaction histories.
Mr. Renshaw stated that he had no knowledge, prior to the initiation of the internal investigation in April 2022, that any of DTI's crude oil swap transactions involved crude oil sourced from, destined for, or otherwise connected to Volkhov Industrial Group or entities controlled by or affiliated with Volkhov. He stated that such connections were not apparent from the summary-level reports he reviewed and were not communicated to him by Mr. Hargrave, Ms. Sorokin, or any other DTI personnel.
Specifically, Mr. Renshaw stated that he was not aware that nine of the fourteen identified transactions — representing approximately $156.3 million in notional value — had been identified by Ridgeline Advisory Group LLC, the forensic accounting consultant retained by Calderwood & Harkness on May 2, 2022, as connected to Volkhov entities. Mr. Renshaw stated that this information was shared with him in general terms during a briefing by Ms. Chambers and Ms. Thornton in connection with the preparation for this interview, but that he had not reviewed the underlying forensic analysis.
6.2 Oilfield Equipment Exports
Mr. Renshaw was asked about exports of oilfield drilling equipment and components from DTI operations through Caspian Logistik GmbH. Specifically, Ms. Thornton described a series of exports involving items classified under Export Administration Regulations ("EAR") Export Control Classification Numbers ("ECCN") 2B350 and 2B999, with an aggregate value of approximately $12.4 million, shipped to end users in Russia via Caspian Logistik GmbH between August 2020 and January 2022.
Mr. Renshaw stated that he was not involved in approving specific equipment shipments or procurement transactions at the DTI level. He stated that decisions regarding equipment procurement, vendor selection, shipping logistics, and export compliance were handled by the DTI team in Dubai, primarily under the direction of Mr. Hargrave and Mr. Leclerc.
Mr. Renshaw stated that he was not aware of these specific transactions or their export control classification under the EAR. He stated that he was not familiar with the specific ECCN classifications referenced by Ms. Thornton, and acknowledged that he did not possess technical expertise in export control classification. He stated that he would have expected the compliance function — specifically, Mr. Fisk's team — to identify any items requiring export licenses or subject to export restrictions, and to ensure that appropriate licenses were obtained or that the transactions were structured to comply with applicable regulations.
Mr. Renshaw acknowledged, upon further questioning, that he did not receive regular reports specifically addressing export-controlled items, export license applications, or the EAR compliance status of DTI's equipment transactions. He stated that this was a gap in the reporting structure that he recognized in retrospect.
6.3 Payment Structuring
Mr. Renshaw was asked about approximately $34.2 million in payments routed through intermediary accounts at Crescent Commercial Bank PJSC (Dubai) between March 2020 and March 2022. Ms. Thornton stated that the forensic analysis had identified 127 individual transactions involving payments routed through multiple intermediary accounts at Crescent Commercial Bank, and that the transaction patterns exhibited characteristics potentially consistent with structured payments designed to obscure the ultimate source or destination of funds.
Mr. Renshaw stated that he was not aware of the specific routing or structuring of payments through Crescent Commercial Bank. He stated that treasury and payment operations at DTI were managed by Rajesh Malhotra, DTI's Controller, with oversight from Sandra Whitfield's finance team in Houston. Mr. Renshaw stated that he was not involved in approving individual payments or reviewing payment routing instructions, and that these operational details were handled at levels below the CEO.
Mr. Renshaw stated that he would have expected the compliance and finance functions to flag any unusual payment patterns — including payments routed through multiple intermediary accounts, payments involving jurisdictions or counterparties presenting elevated sanctions risk, or payments inconsistent with the underlying commercial transactions. He stated that no such concerns were brought to his attention during the relevant period.
7. Knowledge of Compliance Infrastructure and Gerald Fisk
Ms. Thornton asked Mr. Renshaw to describe Dunmore's compliance function and infrastructure as it existed prior to April 2022, with particular focus on sanctions and export control compliance.
Gerald Fisk — Chief Compliance Officer. Mr. Renshaw identified Gerald Fisk as Dunmore's Chief Compliance Officer, a position Mr. Fisk held for approximately four years. Mr. Fisk was based in Houston at the Company's operational headquarters. Mr. Renshaw stated that Mr. Fisk reported to Marcus Wellbourne, the General Counsel, and maintained a dotted-line reporting relationship to the Board of Directors through the Audit & Compliance Committee. This dual reporting structure was intended to provide the Board with an independent channel for receiving compliance-related information.
Mr. Renshaw stated that he had periodic interactions with Mr. Fisk, including at quarterly Board meetings where Mr. Fisk would present a compliance update, and during ad hoc compliance review sessions. However, Mr. Renshaw emphasized that he did not manage Mr. Fisk directly; day-to-day management of the compliance function fell within Mr. Wellbourne's purview as General Counsel.
Pre-Existing Sanctions Compliance Program. Mr. Renshaw characterized the pre-existing sanctions compliance program as including OFAC screening of counterparties at the time of onboarding, as well as periodic rescreening of existing counterparties against updated OFAC lists. He stated that the Company utilized a third-party screening tool — he believed it was provided by a well-known compliance technology vendor, though he could not recall the specific product name — and that the compliance team was responsible for reviewing screening results and resolving any potential matches.
Upon further questioning, Mr. Renshaw acknowledged that he was not deeply familiar with the details of the screening protocols, including the specific parameters used for screening (e.g., whether screening was conducted against the full SDN List, sectoral sanctions identifications, the Entity List, or other restricted party lists). He was not familiar with the frequency of rescreening cycles — whether rescreening occurred monthly, quarterly, or at some other interval — or whether rescreening was triggered automatically by changes to OFAC lists. He was also not familiar with the specific procedures for third-party due diligence, including whether enhanced due diligence was conducted for counterparties domiciled in high-risk jurisdictions or counterparties with complex ownership structures.
Mr. Renshaw stated that he had relied on Mr. Fisk, Mr. Wellbourne, and the compliance team to design and implement an appropriate sanctions compliance program, and that he had trusted that the program was operating effectively. He acknowledged that this reliance may have been misplaced in light of the compliance failures that had since come to light.
Departure of Gerald Fisk. Mr. Renshaw was asked about Mr. Fisk's departure from Dunmore, which occurred on June 10, 2022. Mr. Renshaw stated that the departure was "by mutual agreement," but he acknowledged, upon further questioning, that there was internal pressure related to the compliance failures surfaced by the investigation. Mr. Renshaw did not elaborate on the specific circumstances of Mr. Fisk's departure, other than to note that Mr. Fisk had retained personal counsel in connection with the matter. Mr. Renshaw identified Mr. Fisk's personal counsel as Catherine Blackthorn of Blackthorn & Associates LLP, a Houston-based firm.
Appointment of Priya Nayar. Mr. Renshaw confirmed that Priya Nayar was subsequently appointed as the new Chief Compliance Officer of Dunmore Energy Holdings Ltd., effective August 1, 2022. Mr. Renshaw stated that Ms. Nayar was hired specifically to lead the Company's compliance remediation efforts, and that she was selected based on her extensive experience in sanctions compliance and her prior service at a major international energy company. Mr. Renshaw stated that Ms. Nayar would be given enhanced authority, resources, and direct access to the Board of Directors as part of the remediation program.
8. Knowledge of How the Inquiry Arose
Ms. Thornton asked Mr. Renshaw to recount, to the best of his recollection, the sequence of events that led to the engagement of Calderwood & Harkness and the initiation of the internal investigation. Mr. Renshaw provided the following chronological account:
April 6, 2022: OFAC added Volkhov Industrial Group JSC to the SDN List under Executive Order 14024, as part of a broader tranche of Russia-related designations announced in connection with the U.S. government's response to the Russian invasion of Ukraine. Mr. Renshaw stated that this designation was widely reported in the financial press and that he was generally aware of it.
April 11, 2022: Gerald Fisk, the Chief Compliance Officer, conducted a routine OFAC screening refresh in the wake of the April 6 designations. During this screening refresh, Mr. Fisk identified potential historical exposure to Volkhov Industrial Group through Petronova Trading FZE. Specifically, Mr. Fisk's screening appears to have identified publicly available or commercially available information suggesting a connection between Petronova and Volkhov — although Mr. Renshaw was not certain of the precise basis for Mr. Fisk's initial determination. Mr. Fisk promptly notified Marcus Wellbourne, the General Counsel, of his findings.
April 11 or 12, 2022: Mr. Renshaw stated that Marcus Wellbourne briefed him regarding Mr. Fisk's findings and the potential exposure. Mr. Renshaw could not recall whether this briefing occurred on April 11 or April 12, but he stated it was within one to two days of Mr. Fisk's notification to Mr. Wellbourne. Mr. Renshaw stated that the briefing was sobering and that he immediately recognized the seriousness of the situation.
April 14, 2022: Mr. Wellbourne, in consultation with Mr. Renshaw, engaged Calderwood & Harkness LLP to conduct an internal investigation and to represent the Company in connection with any government inquiries arising from the potential sanctions exposure. Victoria Chambers was assigned as the Responsible Partner for the engagement.
April 19, 2022: The DOJ National Security Division issued grand jury subpoena GJ No. 22-418, which was served via Dunmore's registered agent in Houston. The subpoena sought documents and records related to transactions with Petronova Trading FZE, Volkhov Industrial Group JSC, Zenith Petroleum DMCC, and Caspian Logistik GmbH, covering the period from January 1, 2019 forward. Mr. Renshaw stated that the receipt of the subpoena was a "significant shock" to him and to the Company's leadership team, and that it confirmed the seriousness of the situation and the need for a comprehensive internal investigation.
Mr. Renshaw stated that, upon learning of the DOJ subpoena, he immediately directed full cooperation with Calderwood & Harkness's internal investigation. He stated that he communicated to the senior management team, the General Counsel, and the Board of Directors that the Company's policy would be one of full cooperation and transparency with outside counsel.
Mr. Renshaw confirmed that litigation hold notices were issued on April 20, 2022, to all Dunmore entities globally, including DTI in Dubai, DUA in Houston, Dunmore Renewables GmbH in Hamburg, and DEWA in Lagos. The litigation hold was administered by Mr. Wellbourne's legal team and covered all documents and electronically stored information related to the counterparties identified in the subpoena, as well as broader categories of documents related to sanctions compliance, export controls, and the Company's trading activities.
9. Renshaw's Communications with Hargrave and Sorokin
Ms. Thornton asked Mr. Renshaw to describe his communications with Derek Hargrave and Natasha Sorokin during the period from March 2020 through April 2022, which encompasses the timeframe during which the suspect transactions were executed.
Communications with Derek Hargrave. Mr. Renshaw stated that his communications with Mr. Hargrave during the relevant period were primarily through the regular channels he had previously described: monthly written reports, biweekly telephone calls, and quarterly in-person meetings. He stated that these communications were business-oriented and focused on DTI's overall financial performance, market conditions, key opportunities, and significant developments affecting the trading operation.
Mr. Renshaw stated unequivocally that Mr. Hargrave did not flag any concerns regarding Petronova Trading FZE, Zenith Petroleum DMCC, or Volkhov Industrial Group JSC during their regular communications. He stated that Mr. Hargrave did not raise any questions about the legitimacy of any DTI counterparty, did not express concern about sanctions exposure, and did not suggest that any of DTI's trading relationships warranted enhanced scrutiny or review. When asked whether, in retrospect, there were any communications from Mr. Hargrave that might have contained red flags or indirect references to problematic counterparties, Mr. Renshaw stated that he could not recall any such communications, but acknowledged that a review of his email correspondence with Mr. Hargrave would be necessary to confirm this recollection.
Communications with Natasha Sorokin. Mr. Renshaw stated that he had no substantive direct communications with Natasha Sorokin during the relevant period. He characterized Ms. Sorokin as a trader-level employee who would not typically interact with the CEO in the normal course of business. He reiterated that Ms. Sorokin reported to Mr. Hargrave, and that any information from Ms. Sorokin would have reached Mr. Renshaw only through Mr. Hargrave or through formal reporting channels.
When asked whether Mr. Hargrave ever raised questions about the legitimacy of any counterparty or expressed concern about sanctions exposure in any context, Mr. Renshaw stated that he could not recall any such conversation. He stated that, to the best of his recollection, his interactions with Mr. Hargrave were characterized by a tone of business normalcy and that there were no warning signs communicated through the CEO-to-President reporting channel.
10. Interactions with Shareholders
Ms. Thornton asked Mr. Renshaw about his interactions with Dunmore's equity investors in connection with the investigation and the DOJ inquiry.
Reporting Obligations. Mr. Renshaw described his reporting obligations to the Company's principal equity investors, Greystone Capital Partners Fund IV, L.P. (holding approximately 62.5% of the equity) and Thornbury Infrastructure Fund II, L.P. (holding approximately 15% of the equity). He stated that he provided quarterly business updates to Richard Fairbanks, Managing Partner of Greystone Capital Management LLC, and Helen Cresswell, Managing Director of Thornbury Asset Management Ltd. These quarterly updates typically covered financial performance, operational developments, strategic initiatives, and material risks facing the Company.
Notification of Greystone. Mr. Renshaw confirmed that he notified Mr. Fairbanks of the DOJ inquiry promptly after the grand jury subpoena was received. He stated that this notification occurred on or around April 19, 2022 — the same day the subpoena was served. Mr. Renshaw described the conversation as one in which he provided Mr. Fairbanks with a factual summary of the situation, including the existence of the subpoena, the counterparties identified, and the engagement of Calderwood & Harkness to conduct the internal investigation. Mr. Renshaw stated that Mr. Fairbanks was "deeply concerned" by the news.
Mr. Renshaw confirmed that, following this notification, Greystone Capital retained Harwood & Pennington LLP as separate counsel to advise Greystone in connection with the investigation. Arthur Pennington III serves as the lead partner at Harwood & Pennington for this matter. Mr. Renshaw stated that Greystone's decision to retain independent counsel was expected and appropriate given the magnitude of the potential exposure and Greystone's majority equity position.
Notification of Thornbury. Mr. Renshaw confirmed that Thornbury Infrastructure Fund II was also notified of the DOJ inquiry. Mr. Renshaw stated he was not aware whether Thornbury had retained independent counsel in connection with the matter, and he deferred to Mr. Wellbourne for additional detail on the status of Thornbury's legal representation.
Joint Defense / Common Interest Agreement. Mr. Renshaw noted the existence of a Joint Defense and Common Interest Agreement dated April 25, 2022, entered into among Dunmore Energy Holdings Ltd., Greystone Capital Partners Fund IV, L.P., and Thornbury Infrastructure Fund II, L.P. The purpose of the agreement is to facilitate the sharing of privileged information among the parties and their respective counsel in connection with the DOJ investigation, while preserving the applicable privileges. Mr. Renshaw stated that the agreement was negotiated and executed by the General Counsel's office in coordination with Calderwood & Harkness and the investors' respective counsel.
11. Renshaw's Awareness of Banking Relationships Relevant to Investigation
Ms. Thornton asked Mr. Renshaw about the Company's banking relationships that may be relevant to the investigation.
Meridian National Bank, N.A. Mr. Renshaw confirmed that Meridian National Bank, N.A., located in New York, serves as Dunmore's primary lender. Meridian provides a $750 million senior secured revolving credit facility to the Company. The relationship Managing Director at Meridian is Gregory Stanhope. Mr. Renshaw stated that this credit facility is a critical component of the Company's capital structure and liquidity position.
Mr. Renshaw stated that he was aware that the credit agreement governing the revolving facility contained representations and warranties regarding the Company's compliance with applicable sanctions laws and regulations, as well as affirmative covenants requiring ongoing compliance with such laws. He further stated that he was aware that the investigation could trigger notification obligations under the credit agreement — specifically, the requirement to notify the lender of any material litigation or governmental inquiry — and could potentially constitute an event of default depending on the ultimate findings of the investigation and any resulting governmental action.
Mr. Renshaw stated that Marcus Wellbourne and Sandra Whitfield were handling the lender notification process in coordination with Calderwood & Harkness, and that the Company was seeking to manage the lender relationship carefully to avoid any disruption to its credit facility.
Crescent Commercial Bank PJSC. Mr. Renshaw confirmed that he was aware of the banking relationship with Crescent Commercial Bank PJSC in Dubai. He described Crescent Commercial Bank as the trade finance bank used by DTI for its commodity trading operations, including letters of credit, trade finance facilities, and transaction settlement. The relationship at Crescent Commercial Bank was managed by Khalid Mansour. Mr. Renshaw stated that he was not involved in the day-to-day management of the Crescent Commercial Bank account and that the banking relationship was managed by Mr. Malhotra at DTI with oversight from Ms. Whitfield in Houston. He noted that the forensic accounting analysis by Ridgeline Advisory Group would include a review of the Crescent Commercial Bank account activity.
12. Renshaw's Knowledge of D&O Insurance
Ms. Thornton asked Mr. Renshaw about the Company's directors' and officers' liability insurance coverage.
Mr. Renshaw confirmed that Dunmore Energy Holdings Ltd. maintains directors' and officers' ("D&O") liability insurance through Garrison Mutual Insurance Co., domiciled in Bermuda. The policy is designated as policy number GM-DO-2021-08734. The policy provides $50 million in aggregate limits and $10 million per claim, subject to a self-insured retention of $2.5 million. Mr. Renshaw stated that the D&O policy was designed to cover defense costs and potential liabilities arising from claims against the Company's directors and officers in connection with their service in those capacities.
Mr. Renshaw stated that Howard Quinn, the Billing Partner at Calderwood & Harkness for this matter, and Sandra Whitfield, the Chief Financial Officer, were coordinating the D&O insurance claim for defense costs incurred in connection with the internal investigation and the DOJ inquiry. The claims adjuster assigned to the matter by Garrison Mutual was identified as Patricia Holbrook. Mr. Renshaw stated that the Company expected to seek coverage under the D&O policy for a substantial portion of the defense costs incurred to date and anticipated in the future, subject to the terms and conditions of the policy and the resolution of any coverage disputes.
13. Renshaw's View on Remediation
Ms. Thornton asked Mr. Renshaw about his views on remediation measures and the Company's posture going forward.
Mr. Renshaw expressed strong and unequivocal support for comprehensive remediation of the Company's compliance program. He stated that the events giving rise to the investigation represented a serious failure of the Company's compliance infrastructure, and that he was personally committed to ensuring that the Company's compliance program was rebuilt to meet the highest standards.
Mr. Renshaw stated his intention to implement whatever compliance program enhancements Calderwood & Harkness and its consultants recommended, and he expressed a willingness to invest the necessary financial and personnel resources to achieve that goal. He specifically referenced the following areas as priorities for remediation:
•  Enhanced OFAC Screening: Implementing more robust and comprehensive sanctions screening protocols, including real-time screening against the full SDN List, sectoral sanctions identifications lists, the Non-SDN Menu-Based Sanctions List, and other relevant restricted party lists, with automated screening triggered by changes to OFAC lists.
•  Third-Party Due Diligence: Strengthening the Company's third-party due diligence procedures, including enhanced know-your-customer ("KYC") and know-your-counterparty ("KYC") protocols, beneficial ownership identification requirements, and enhanced due diligence for counterparties domiciled in high-risk jurisdictions or exhibiting other risk indicators.
•  Export Control Classification Procedures: Implementing formal procedures for export control classification of all equipment, components, and technology exported by the Company or its subsidiaries, including procedures for determining applicable ECCN classifications and obtaining required export licenses.
•  Employee Training: Conducting comprehensive training for all employees involved in trading, logistics, finance, and compliance functions on sanctions compliance, export control compliance, and anti-money laundering obligations, with particular emphasis on red flag identification and escalation procedures.
Mr. Renshaw confirmed his support for the appointment of a new Chief Compliance Officer, noting that Priya Nayar was ultimately appointed to the role effective August 1, 2022, as discussed above.
Mr. Renshaw also expressed his willingness to cooperate fully with the DOJ in connection with the grand jury investigation and stated that he was supportive of considering a voluntary self-disclosure to OFAC regarding the potential sanctions violations identified by the internal investigation. He stated that he believed a posture of transparency and cooperation was in the best interests of the Company and its stakeholders.
14. Assessment of Witness Credibility and Demeanor
The following assessment of Mr. Renshaw's credibility and demeanor is based on the observations of both Jasmine Thornton and Nicholas Ferreira during the course of the interview.
Mr. Renshaw was cooperative and forthcoming throughout the interview. He arrived on time, was prepared, and engaged with the questioning in a focused and attentive manner. He answered questions directly and did not appear evasive or reluctant to provide information. On several occasions, when he was uncertain of a fact or date, he stated clearly that he did not know or could not recall, rather than speculating or providing potentially inaccurate information.
Mr. Renshaw's account was internally consistent throughout the interview. He described himself as a high-level executive who delegated day-to-day trading operations and counterparty management to Derek Hargrave and the DTI team in Dubai, and who relied on the compliance function (Gerald Fisk) and the finance team (Sandra Whitfield and Rajesh Malhotra) to flag irregularities. This characterization was maintained consistently in response to questions on multiple topics and was not contradicted at any point during the interview.
Mr. Renshaw appeared genuinely surprised by the scope of the suspect conduct when it was described to him in general terms during the interview. His reactions — including expressions of concern and statements reflecting dismay — appeared authentic and were consistent with the reactions of an executive who is confronting information about wrongdoing within his organization for the first time, rather than an executive who is concealing prior knowledge.
Mr. Renshaw's knowledge gaps regarding specific counterparties, individual transaction details, payment routing structures, and export control classifications appeared credible given his role as CEO of a multi-billion-dollar energy company with global operations. It would not be expected, in the ordinary course, that a CEO in Mr. Renshaw's position would have detailed knowledge of individual trade confirmations, payment routing instructions, or ECCN classifications for equipment shipments. However, this assessment must be qualified by the observation that these knowledge gaps also highlight the significant degree of operational autonomy given to the Dubai trading desk and the weakness of upward reporting mechanisms that should have provided the CEO with visibility into potentially problematic activities.
No material inconsistencies were identified between Mr. Renshaw's account and other information gathered to date in the investigation, including information obtained from the interviews of Sandra Whitfield (May 18, 2022) and Rajesh Malhotra (May 20, 2022), as well as documents reviewed to date.
The investigation team notes that a final credibility assessment will require comparison of Mr. Renshaw's statements with the email correspondence and documentary evidence collected through the e-discovery process, the results of the Ridgeline Advisory Group forensic accounting analysis, and the accounts provided by other witnesses, including Derek Hargrave and Gerald Fisk, whose interviews are pending.
15. Documents Referenced or Identified During Interview
During the course of the interview, Mr. Renshaw referenced or identified the following categories of documents as relevant to his testimony and to the investigation generally. These documents have been noted for collection, production, and review:
1.  Monthly Trading Desk Summary Reports: Monthly reports prepared by Derek Hargrave and/or Rajesh Malhotra at DTI and transmitted to Mr. Renshaw, covering trading volumes, revenue, key counterparties, and risk metrics. These reports are expected to be among the documents collected by Nexagen Analytics Inc., the e-discovery vendor retained for this matter, under Project No. NX-DEH-2204. These reports are a high priority for review, as they will bear directly on the question of what information Mr. Renshaw received regarding DTI's counterparty relationships.
2.  Quarterly Board Presentation Materials: Quarterly business review and Board meeting presentations, including the compliance section prepared by Gerald Fisk. These materials will provide insight into the information presented to the Board and senior management regarding the status of the Company's compliance program.
3.  Email Correspondence Between Renshaw and Hargrave: All email communications between Mr. Renshaw and Mr. Hargrave during the relevant period (March 2020 through April 2022). This correspondence is to be captured in the e-discovery collection and reviewed for any references to the suspect counterparties, unusual transactions, or compliance concerns.
4.  Board Audit & Compliance Committee Meeting Minutes: Minutes from meetings of the Board's Audit & Compliance Committee during the relevant period. These minutes have been requested for production and will be reviewed for any discussions of sanctions compliance, counterparty risk, or compliance program adequacy.
5.  Dunmore Sanctions Compliance Policy Manual: The Company's existing sanctions compliance policy manual, as it existed prior to April 2022. This document will be reviewed against the Company's actual screening practices and procedures to assess any gaps between the written policy and operational reality.
16. Follow-Up Items / Open Issues
Based on the interview, the following items have been identified for follow-up by the investigation team:
1.  Email Review — Renshaw/Hargrave Correspondence. Obtain and review Mr. Renshaw's email correspondence with Derek Hargrave from March 2020 through April 2022. The review should focus on any references to Petronova Trading FZE, Zenith Petroleum DMCC, Volkhov Industrial Group JSC, Caspian Logistik GmbH, or any other potentially relevant counterparties or transactions. The review should also identify any communications in which Mr. Hargrave raised questions or concerns about counterparty legitimacy or compliance matters.
2.  Review of Monthly Trading Desk Summary Reports. Obtain and review the monthly trading desk summary reports transmitted from DTI to Mr. Renshaw during the relevant period. The purpose of this review is to assess what information Mr. Renshaw would have had regarding counterparty concentrations, trading volumes with specific counterparties, and risk metrics that might have signaled problematic activity.
3.  Cross-Reference Fisk Notification. Cross-reference Mr. Renshaw's account of the Gerald Fisk notification (which Mr. Renshaw placed on or around April 11, 2022) with Mr. Fisk's account (to be obtained in Mr. Fisk's interview, currently scheduled for June 8, 2022) and with Mr. Wellbourne's records and recollections. The purpose is to confirm the timeline and substance of the internal notification chain.
4.  Assessment of CEO Oversight of DTI. Assess whether Mr. Renshaw's level of oversight of the Dubai trading desk was consistent with industry norms for a CEO of a similarly situated energy company, or whether it constituted a supervisory gap that may be relevant to the Company's culpability analysis or to DOJ's assessment of corporate cooperation and remediation. This assessment should include a comparison with governance structures at peer companies and may require input from compliance consultants.
5.  Potential Re-Interview of Renshaw. Consider whether a re-interview of Mr. Renshaw will be necessary after completion of the forensic accounting analysis being conducted by Ridgeline Advisory Group LLC (retained May 2, 2022, under Engagement No. RAG-2022-0319, with Dr. Margaret Liu as Engagement Lead). The forensic analysis may yield information that warrants additional questioning of Mr. Renshaw, particularly if documents or transactional data are identified that are inconsistent with his account.
6.  Coordination with Victoria Chambers — DOJ Proffer. Coordinate with Victoria Chambers regarding any information from this interview that may be relevant to the initial proffer to Assistant United States Attorney Meredith Calloway, DOJ National Security Division, currently scheduled for July 15, 2022. Particular attention should be given to Mr. Renshaw's account of the Company's compliance infrastructure, the timeline of the internal notification, and the Company's cooperation and remediation posture, all of which are likely to be topics of interest to the DOJ.
17. Distribution and Privilege Notation
This memorandum constitutes attorney work product prepared in anticipation of litigation and in connection with the provision of legal advice to Dunmore Energy Holdings Ltd. It is protected by the attorney-client privilege and the work product doctrine.
Distribution of this memorandum is strictly limited to the following members of the Calderwood & Harkness LLP investigation team:
•  Victoria Chambers, Responsible Partner
•  Howard Quinn, Billing Partner
•  Conrad Reeves, Partner
•  Liam Donahue, Associate
•  Jasmine Thornton, Lead Associate (author)
•  Nicholas Ferreira, Associate (co-interviewer)
This memorandum is not to be shared with the interviewee, Callum Renshaw, or with any personnel of Dunmore Energy Holdings Ltd. or its subsidiaries, including Marcus Wellbourne (General Counsel), without the prior written approval of Victoria Chambers.
Any disclosure of the contents of this memorandum to the DOJ, OFAC, or any other governmental authority will be made only pursuant to the selective waiver protocol established in the Memorandum re: Privilege & Work Product Protections dated July 1, 2022, and only with the express authorization of Victoria Chambers and the concurrence of the Company's Board of Directors or its designated representatives.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
Prepared by:
________________________________________
Jasmine Thornton Lead Associate, White Collar & Investigations Calderwood & Harkness LLP 1750 Pennsylvania Avenue NW, Suite 800 Washington, DC 20006
Date: May 23, 2022
Reviewed by:
________________________________________
Nicholas Ferreira Associate, White Collar & Investigations Calderwood & Harkness LLP 1200 McKinney Street, Suite 2100 Houston, TX 77010
Date: May 23, 2022
TO: | File; Victoria Chambers (Responsible Partner)
FROM: | Jasmine Thornt

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

MEMORANDUM

Record

Parties

Dates

Amounts