1016-00009 · Dunmore Energy Holdings · Witness Interviews

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ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT

This memorandum is protected by the attorney-client privilege and the work product doctrine. It was prepared in anticipation of litigation and in connection with Calderwood & Harkness LLP's representation of Dunmore Energy Holdings Ltd. Do not copy, distribute, or disclose without the express authorization of Victoria Chambers, Partner, Calderwood & Harkness LLP.

MEMORANDUM OF INTERVIEW

Gerald Fisk Former Chief Compliance Officer Dunmore Energy Holdings Ltd.

Subject: Interview of Gerald Fisk concerning his role as Chief Compliance Officer of Dunmore Energy Holdings Ltd., the sanctions compliance program, OFAC screening practices, knowledge of transactions with Petronova Trading FZE, Zenith Petroleum DMCC, Caspian Logistik GmbH, and Volkhov Industrial Group JSC, and his departure from Dunmore in June 2022.

Privilege Designation: This memorandum is protected by the attorney-client privilege and the work product doctrine. It was prepared in anticipation of litigation and in connection with Calderwood & Harkness LLP's representation of Dunmore Energy Holdings Ltd. in the Department of Justice inquiry (Grand Jury Subpoena GJ No. 22-418, U.S. District Court for the District of Columbia, Grand Jury 22-2). Mr. Fisk has retained separate counsel, Catherine Blackthorn of Blackthorn & Associates LLP, due to a potential divergence of interests between Mr. Fisk and Dunmore Energy Holdings Ltd. The contents of this memorandum reflect the recollections and statements of Mr. Fisk as communicated during the interview and should not be treated as verified facts absent independent corroboration.

I. Preliminary Matters and Upjohn Warning

The interview of Gerald Fisk was opened at approximately 9:30 a.m. CDT on June 8, 2022, in Conference Room 21-B at the Houston offices of Calderwood & Harkness LLP. Present at the commencement of the interview were Victoria Chambers, Nicholas Ferreira, Gerald Fisk, Catherine Blackthorn, and Elena Vasquez.

Victoria Chambers administered the Upjohn corporate Miranda warning to Mr. Fisk in accordance with the firm's standard Witness Interview Protocol, dated April 18, 2022, which was developed for use throughout the Dunmore internal investigation. Chambers communicated the following key points to Mr. Fisk clearly and deliberately, pausing after each point to confirm his understanding:

1. Calderwood & Harkness LLP represents Dunmore Energy Holdings Ltd. and its subsidiaries (collectively, "Dunmore" or the "Company") in connection with the pending internal investigation and the Department of Justice inquiry. Calderwood & Harkness does not represent Gerald Fisk individually, and no attorney-client relationship exists between Calderwood & Harkness and Mr. Fisk personally.

2. The purpose of this interview is to gather facts relevant to the internal investigation being conducted on behalf of Dunmore. The investigation concerns, among other things, Dunmore's sanctions compliance program, transactions with certain counterparties, and the Company's obligations under U.S. sanctions laws and export control regulations.

3. The attorney-client privilege for this conversation belongs to Dunmore Energy Holdings Ltd. as the corporate client, not to Mr. Fisk personally. Mr. Fisk does not have the ability to assert or waive the privilege with respect to the substance of this interview.

4. Dunmore may choose, in its sole discretion, to waive the attorney-client privilege and disclose the contents of this interview—including the substance of Mr. Fisk's statements—to the Department of Justice, the Office of Foreign Assets Control, or other third parties, including government agencies, without Mr. Fisk's consent.

5. Mr. Fisk is represented by his own personal counsel, Catherine Blackthorn of Blackthorn & Associates LLP, who is present during this interview and may advise Mr. Fisk throughout the proceeding.

6. The interview is voluntary, although Mr. Fisk's cooperation is expected consistent with his continuing obligations to the Company, including any obligations arising under his employment agreement and applicable law.

Mr. Fisk stated that he understood each of the foregoing points. He confirmed that he had previously discussed the Upjohn framework with his personal counsel, Ms. Blackthorn, prior to the interview.

Catherine Blackthorn stated on the record that she was present in her capacity as Mr. Fisk's personal counsel. Ms. Blackthorn confirmed that Mr. Fisk was participating in the interview voluntarily. She further stated that she reserved all rights to instruct Mr. Fisk not to answer any question that, in her judgment, might implicate Mr. Fisk's rights under the Fifth Amendment to the United States Constitution or that fell outside the reasonable scope of the internal investigation as described in the engagement letter between Calderwood & Harkness and Dunmore.

Ms. Blackthorn also noted for the record that Mr. Fisk's departure from Dunmore Energy Holdings Ltd. was imminent at the time of the interview. Specifically, she stated that Mr. Fisk's separation from the Company was anticipated to become effective on June 10, 2022—two days after this interview. Ms. Blackthorn referenced Dunmore's indemnification obligations for the advancement of defense costs to current and former officers, stating that she expected the Company to honor those obligations in full and that any failure to do so would be addressed separately.

In response, Victoria Chambers confirmed that Dunmore Energy Holdings Ltd. was advancing Mr. Fisk's personal defense costs through Blackthorn & Associates LLP pursuant to the indemnification provisions contained in Dunmore's articles of association and Mr. Fisk's employment agreement, dated March 15, 2016. Chambers noted that the scope and terms of the Company's advancement obligations had been analyzed in a memorandum prepared by Calderwood & Harkness, dated May 5, 2022, and that the Company was acting in accordance with the conclusions reached therein.

With the preliminary matters resolved, the substantive portion of the interview commenced at approximately 9:45 a.m. CDT.

II. Background and Employment History

Mr. Fisk provided the following background information regarding his professional history and his tenure at Dunmore Energy Holdings Ltd.

Full Name: Gerald Fisk.

Title at Departure: Chief Compliance Officer, Dunmore Energy Holdings Ltd.

Employment Period: Mr. Fisk stated that he was employed by Dunmore Energy Holdings Ltd. from approximately March 2016 through his anticipated departure date of June 10, 2022. He characterized the circumstances of his departure as resulting from "internal pressure" that had intensified following the commencement of the DOJ inquiry and the internal investigation.

Reporting Line: Mr. Fisk reported directly to Marcus Wellbourne, General Counsel of Dunmore Energy Holdings Ltd. In addition, Mr. Fisk had a dotted-line reporting relationship to the Board of Directors, specifically through the Audit Committee. Mr. Fisk stated that, in practice, the vast majority of his day-to-day interactions were with Mr. Wellbourne, and that his engagement with the Audit Committee was limited primarily to the annual compliance report and occasional ad hoc discussions when significant issues arose.

Location: Mr. Fisk was based at Dunmore's operational headquarters in Houston, Texas, located at 1200 McKinney Street, Suite 3400, Houston, TX 77010. He noted that Dunmore's corporate domicile is in the British Virgin Islands for holding company purposes, but that the operational center of gravity—including the compliance function, finance, and senior management—was in Houston.

Scope of Responsibilities: Mr. Fisk described his role as overseeing Dunmore's global compliance program. He stated that his responsibilities encompassed the following substantive areas:

• Sanctions compliance (OFAC): Oversight of the Company's program for compliance with U.S. sanctions regulations administered by the Office of Foreign Assets Control, including screening of counterparties against the Specially Designated Nationals and blocked Persons (SDN) List, the Sectoral Sanctions Identifications (SSI) List, and other restricted party lists.

• Anti-corruption / FCPA: Oversight of the Company's program for compliance with the U.S. Foreign Corrupt Practices Act, including policies related to gifts and entertainment, third-party intermediaries, and government interactions.

• Export controls: Policy-level oversight of the Company's obligations under the Export Administration Regulations (EAR) and related export control regimes. Mr. Fisk noted, however, that the operational responsibility for export control classification was delegated to the logistics and operations teams (discussed further below).

• Anti-money laundering: General oversight of the Company's KYC (Know Your Customer) and AML (anti-money laundering) policies as they applied to counterparty onboarding and transaction monitoring.

Mr. Fisk stated that his compliance responsibilities extended across all Dunmore subsidiaries, including:

• Dunmore Trading International Ltd. ("DTI"), based in Dubai, UAE, which operated the Company's commodity trading desk;

• Dunmore upstream Americas LLC, based in Houston, TX, which managed upstream exploration and production activities in the Americas;

• Dunmore Renewables GmbH, based in Hamburg, Germany, which managed the Company's renewable energy investments and, as would later become relevant, certain equipment transactions in the European market; and

• Dunmore Exploration West Africa Ltd., based in Lagos, Nigeria, which managed exploration activities in West Africa.

Team and Resources: Mr. Fisk stated that his compliance team in Houston consisted of approximately six individuals, including compliance analysts, a sanctions screening specialist, and administrative support. He emphasized that the team was small relative to the scope and geographic reach of Dunmore's operations, a point he would return to repeatedly throughout the interview.

Critically, Mr. Fisk noted that Dunmore Trading International Ltd. in Dubai did not have a dedicated, on-the-ground compliance officer. Compliance oversight for the Dubai trading desk was handled remotely from the Houston compliance team. Mr. Fisk stated that this was a structural weakness he had identified and raised with management on multiple occasions (discussed further in Sections VI and VII below).

Prior Background: Prior to joining Dunmore, Mr. Fisk served as a compliance officer at a mid-size energy trading company, the name of which he provided but which is not material to this memorandum. He stated that he was recruited to Dunmore in early 2016 specifically to build out the compliance function. His hiring coincided with the acquisition of a majority stake in Dunmore by Greystone Capital Partners Fund IV, L.P., a private equity fund holding approximately 62.5% of Dunmore's equity. The fund is managed by Greystone Capital Management LLC, which is led by Richard Fairbanks. Mr. Fisk stated that the Greystone acquisition brought with it expectations for improved governance and compliance infrastructure, and that his hire was, in part, a response to those expectations.

III. Overview of Dunmore's Sanctions Compliance Program (Pre-April 2022)

Mr. Fisk provided a detailed description of Dunmore's sanctions compliance program as it existed prior to the commencement of the DOJ inquiry on April 19, 2022. The following reflects Mr. Fisk's account of each major component of the program.

A. OFAC Screening

Mr. Fisk stated that Dunmore utilized a third-party screening platform to screen counterparties against OFAC's Specially Designated Nationals and blocked Persons (SDN) List, the Sectoral Sanctions Identifications (SSI) List, and other restricted party lists maintained by the U.S. government and international bodies. He identified the platform by name but declined to elaborate on the specific vendor contract terms. The screening was integrated into the counterparty onboarding process: when a new counterparty was proposed by a business unit, the compliance team would run the entity name, the names of its principals, and, where available, the names of beneficial owners through the screening platform.

Mr. Fisk confirmed that screening was performed at two points: (1) at initial counterparty onboarding, and (2) on an annual rescreening cycle. He was asked specifically whether existing counterparties were rescreened upon updates to the SDN List, the SSI List, or other OFAC-administered lists. Mr. Fisk confirmed that they were not. He stated that the annual rescreening cycle was the only periodic review mechanism in place, and that the compliance program did not include event-driven or real-time rescreening triggered by changes to OFAC's lists.

Mr. Fisk acknowledged that the absence of event-driven rescreening was a "known gap" in the program. He stated that he had discussed the possibility of implementing real-time or more frequent rescreening with Sandra Whitfield, Dunmore's Chief Financial Officer, but that the associated costs—both in terms of the screening platform license fees and additional personnel to manage the increased volume of alerts—were viewed as prohibitive. Mr. Fisk stated that Ms. Whitfield communicated to him that the compliance budget could not accommodate the enhancement at that time, though he could not recall whether this was a formal budget denial or an informal conversation.

B. Export Controls

Mr. Fisk stated that export control compliance, including the classification of items under the Export Administration Regulations (EAR), was handled primarily by the operations and logistics teams at Dunmore Trading International Ltd. in Dubai. Specifically, he identified Yves Leclerc, Director of Logistics & Shipping at DTI, as the individual responsible for ensuring that items were properly classified and that any required export licenses were obtained.

Mr. Fisk conceded that he was not personally expert in EAR classifications. He stated that he understood the general framework of the EAR—including the concept of Export Control Classification Numbers (ECCNs)—but did not possess the technical knowledge to classify specific items, particularly oilfield equipment that might fall under ECCN 2B350 (chemical/biological equipment and related technology) or ECCN 2B999 (specific processing equipment not elsewhere classified). He stated that the compliance function provided policy guidance and general training on export control obligations, but that the actual classification work and license determinations were delegated to the business teams. He relied on the logistics and operations teams to flag items that might require export licenses or that raised potential compliance concerns.

When asked whether he was comfortable with this division of responsibilities, Mr. Fisk stated that it was "the standard approach at companies of Dunmore's size" but acknowledged that it created a dependency on the business teams to self-identify compliance risks—a dependency that, as events would demonstrate, was insufficient.

C. Third-Party and Counterparty Due Diligence

Mr. Fisk described Dunmore's Know Your Customer (KYC) process for new counterparties. The process involved the following steps:

1. Collection of incorporation documents and corporate registry filings for the proposed counterparty.

2. Identification of the entity's beneficial owners, directors, and key officers, typically through self-certification by the counterparty and, where available, third-party corporate registry searches.

3. Screening of the entity and its identified principals against OFAC sanctions lists and other restricted party databases through the third-party screening platform described above.

4. Preparation of a KYC summary file documenting the results of the foregoing steps.

Mr. Fisk stated that the KYC files for counterparties onboarded by the DTI Dubai trading desk—including Petronova Trading FZE and Zenith Petroleum DMCC—were maintained in Dubai by Derek Hargrave's team. The Houston compliance team received KYC summaries but did not, as a matter of routine practice, review the underlying corporate documents or conduct independent verification of the information provided.

Mr. Fisk was asked whether the KYC process included any procedures for looking "behind" the immediate counterparty to identify potential connections to sanctioned entities—for example, by tracing ownership chains to determine whether a counterparty might be 50% or more owned, directly or indirectly, by a sanctioned person or entity. Mr. Fisk stated that the program did not include such procedures on a systematic basis. He acknowledged that this was a significant limitation, particularly in light of OFAC's guidance on the 50% Rule.

D. Training. Mr. Fisk stated that Dunmore provided annual online compliance training to all employees globally. The training program covered OFAC sanctions basics, FCPA anti-corruption requirements, and general compliance principles. Mr. Fisk stated, however, that the training did not include detailed modules on several topics that would prove critical, including:

• Sectoral sanctions and the distinctions between SDN-based prohibitions and directive-based restrictions under Executive Orders 13662 and 14024;

• The OFAC 50% Rule and its application to indirect ownership structures;

• Export controls for dual-use oilfield equipment under the EAR, including specific ECCN classifications relevant to Dunmore's business.

Mr. Fisk stated that he had considered developing more targeted training modules on these topics but that the compliance team's bandwidth was limited and the development of new training content was deprioritized in favor of other compliance activities.

E. Escalation Procedures

Mr. Fisk described the escalation process for compliance concerns as informal. He stated that employees and business unit personnel were instructed to direct compliance questions to the Houston compliance team by email. There was no formal written escalation policy that defined the specific categories of red flags or potential sanctions matches that required mandatory escalation, the timeframes within which escalation was required, or the documentation and reporting procedures for escalated issues.

Mr. Fisk acknowledged that the absence of a formal, written escalation policy was a weakness in the program. He stated that in practice, the compliance team relied on the business teams to raise concerns as they encountered them, and that the compliance team would then assess the issue and determine the appropriate course of action. He noted that this approach was dependent on the willingness and ability of business personnel to recognize compliance risks—an assumption that, as events would later reveal, was not always warranted.

F. Board and Management Reporting

Mr. Fisk stated that he provided an annual compliance report to Dunmore's Audit Committee. The Audit Committee included directors appointed by Greystone Capital Partners Fund IV, L.P., the Company's majority equity holder. The annual report summarized the state of the compliance program, any material compliance events during the reporting period, and planned enhancements.

Mr. Fisk stated that he did not present interim compliance reports to the Audit Committee on a regular basis. Interim reporting was provided only if a significant compliance issue was identified that, in Mr. Fisk's judgment, warranted immediate attention. He stated that no such interim reports were prepared during the period relevant to this investigation—i.e., from 2019 through early 2022—because no issues of that magnitude were identified prior to April 2022.

IV. Knowledge of Petronova Trading FZE and Volkhov Industrial Group JSC

A. Petronova Onboarding

Mr. Fisk stated that Petronova Trading FZE was onboarded as a counterparty by the DTI trading desk in approximately early 2020. He recalled that the KYC file for Petronova was prepared by DTI personnel in Dubai, consistent with the standard process described in Section III.C above. Mr. Fisk stated that he reviewed the KYC summary for Petronova but did not personally review the underlying corporate documents, including the company's certificate of formation, shareholder register, or beneficial ownership declarations.

The KYC summary identified the managing director of Petronova Trading FZE as Sergei Volkov, described as a Russian national and UAE resident. Mr. Fisk stated that the screening platform did not return any matches for Mr. Volkov against the SDN List, the SSI List, or other restricted party databases at the time of onboarding. Mr. Fisk stated that, based on the clean screening result, the counterparty was approved through the standard process.

B. Volkov / Volkhov Name Similarity

Mr. Fisk was asked directly whether the similarity between the name "Sergei Volkov"—the managing director of Petronova Trading FZE—and the name "Arkady Volkhov"—the chairman of Volkhov Industrial Group JSC, a major Russian energy and industrial conglomerate—raised any red flags at the time of Petronova's onboarding. Mr. Fisk stated that the names were "not flagged by the screening system" and that he did not personally notice the similarity between "Volkov" and "Volkhov" at the time he reviewed the KYC summary.

When pressed on this point, Mr. Fisk acknowledged that, in hindsight, the similarity "probably should have caught someone's attention," but he maintained that neither the automated screening tool nor any member of the compliance team identified the potential connection. He stated that the screening platform was configured to match names against list entries and did not perform fuzzy-matching or associative analysis that might have connected "Volkov" to "Volkhov" absent a direct list match.

C. Volkhov Industrial Group — Directive 2 Designation (November 15, 2019)

Mr. Fisk confirmed that he was aware that Volkhov Industrial Group JSC had been designated under OFAC Directive 2 of the sectoral sanctions program targeting the energy sector of the Russian Federation, pursuant to Executive Order 13662. The designation became effective on November 15, 2019. Mr. Fisk stated that Volkhov Industrial Group appeared on Dunmore's internal restricted party lists and that transactions directly with Volkhov were understood to be prohibited or restricted under the directive.

However, Mr. Fisk stated that the compliance program at the time did not systematically trace indirect connections through intermediary entities to determine whether counterparties such as Petronova Trading FZE might be owned or controlled by Volkhov Industrial Group for purposes of the OFAC 50% Rule. He explained that the program was focused on direct name-matching against OFAC lists, and that the analytical infrastructure required to map corporate ownership chains and apply the 50% Rule was not in place.

D. 50% Rule Analysis

Mr. Fisk was asked directly about his knowledge and understanding of the OFAC 50% Rule—the principle that any entity owned 50% or more, directly or indirectly, by one or more blocked persons is itself considered blocked property, even if the entity does not appear on any OFAC list by name. Mr. Fisk stated that he was aware of the 50% Rule "in general terms" and understood it as a concept. However, he stated that Dunmore's compliance program did not have a systematic process for applying the rule to counterparties such as Petronova Trading FZE.

He stated: "We relied on the screening tool. If a name wasn't on the list, we treated it as permissible. I understood the 50% Rule existed, but we didn't have the resources or the systems to do beneficial ownership tracing on every counterparty to see if there was a hidden connection to a listed entity."

This admission is significant and is discussed further in the Assessment section of this memorandum (Section XI).

E. Volkhov Full SDN Designation (April 6, 2022) and Identification of Exposure

Mr. Fisk provided a detailed account of the events of April 6 through April 11, 2022. On April 6, 2022, Volkhov Industrial Group JSC was elevated from the SSI List to the SDN List under Executive Order 14024, in connection with the expanded Russia-related sanctions imposed following the Russian Federation's invasion of Ukraine. Mr. Fisk stated that his team was aware of the new designations through OFAC's public announcements and that an updated screening sweep was initiated.

On April 11, 2022, during a routine OFAC screening refresh triggered by the new SDN designations, Mr. Fisk stated that he personally identified potential historical exposure to Volkhov Industrial Group through Petronova Trading FZE. He explained that the connection became apparent when the screening refresh returned Volkhov-related results that prompted a closer examination of Petronova's ownership structure. Mr. Fisk stated that at this point, the potential link between Sergei Volkov (Petronova's managing director) and Arkady Volkhov (chairman of Volkhov Industrial Group) became a matter of urgent concern.

Mr. Fisk stated that upon identifying the potential exposure, he immediately notified Marcus Wellbourne, General Counsel of Dunmore, on the same day—April 11, 2022. Mr. Fisk characterized this notification as prompt and appropriate, stating that he did not delay or attempt to suppress the information.

Mr. Fisk confirmed that this notification was the precipitating event that led to the following sequence:

• April 14, 2022: Dunmore retained Calderwood & Harkness LLP to conduct an internal investigation and advise the Company on the potential sanctions exposure.

• April 19, 2022: The Department of Justice served Grand Jury Subpoena GJ No. 22-418 on Dunmore Energy Holdings Ltd., issued out of the U.S. District Court for the District of Columbia, Grand Jury 22-2.

Mr. Fisk expressed the view that his prompt escalation to Wellbourne on April 11, 2022, demonstrated good faith and that he should receive credit for having identified and reported the issue.

V. Knowledge of Specific Transactions

A. Crude Oil Swap Transactions with Petronova Trading FZE and Zenith Petroleum DMCC

Mr. Fisk stated that he was generally aware that DTI's Dubai trading desk conducted crude oil swap transactions as part of its core business activities, but that he did not review individual trade confirmations, ISDA schedules, or other transaction documentation as part of his compliance oversight. He stated that his compliance role was focused on counterparty onboarding and screening rather than the monitoring of individual transactions after a counterparty had been approved.

During the interview, Mr. Fisk was shown a summary schedule prepared by Calderwood & Harkness, reflecting 14 crude oil swap transactions executed between June 2020 and February 2022 with Petronova Trading FZE and Zenith Petroleum DMCC. The transactions had a combined notional value of approximately $218.7 million. Mr. Fisk reviewed the schedule and stated that he had no prior knowledge of the specific transaction volumes or notional values involved. He described himself as "surprised by the scale" of the trading activity with these counterparties.

Mr. Fisk was then asked about the subset of transactions—9 of the 14—that had been identified by Ridgeline Advisory Group LLC, through the forensic analysis led by Dr. Margaret Liu (engagement lead), as involving crude oil sourced from or destined for entities owned or controlled by Volkhov Industrial Group JSC. These 9 transactions represented approximately $156.3 million in notional value. Mr. Fisk stated that he had no awareness of the Volkhov connection at the time the trades were executed. He reiterated that his compliance review was limited to the initial counterparty screening and that he did not receive trade-level reporting from the Dubai desk.

Mr. Fisk was asked specifically whether he had ever received an escalation, inquiry, or expression of concern from any of the following individuals regarding the Petronova or Zenith Petroleum transactions:

• Derek Hargrave, President of Dunmore Trading International Ltd.;

• Natasha Sorokin, Senior Trader at DTI's Dubai desk;

• Omar Al-Rashidi, Head of Middle East Operations at DTI.

Mr. Fisk stated unequivocally that he had never received any such escalation or communication from any of these individuals regarding concerns about the Petronova or Zenith Petroleum transactions or about any potential connection to Volkhov Industrial Group. He stated that the first time he became aware of a potential Volkhov connection was on April 11, 2022, as described in Section IV.E above.

B. Oilfield Equipment Exports via Caspian Logistik GmbH

Mr. Fisk stated that he was generally aware that DTI facilitated certain oilfield equipment transactions as part of Dunmore's broader business activities, but that he did not have specific knowledge of the particular transactions at issue in the investigation. He was informed during the interview that Calderwood & Harkness had identified approximately $12.4 million in exports of oilfield equipment to end users in the Russian Federation, routed through Caspian Logistik GmbH. Caspian Logistik GmbH is a Hamburg-based logistics and trading entity managed by Klaus Weidemann.

Mr. Fisk stated that the classification of items under the Export Administration Regulations—specifically, the determination of whether items fell under ECCN 2B350 or ECCN 2B999 and whether an export license was required—was handled by the logistics team under Yves Leclerc's supervision at DTI. Mr. Fisk stated that he did not receive any escalation from Mr. Leclerc or any other individual regarding potential violations of EAR §746.5 (the Russia/Belarus sanctions provisions under the EAR) or concerns about the accuracy of end-user certifications associated with these shipments.

Mr. Fisk was asked whether he had ever communicated with Tobias Engel, Managing Director of Dunmore Renewables GmbH, regarding Caspian Logistik GmbH or any transaction involving that entity. Mr. Fisk stated that he had not and that he was not aware of any transaction or relationship between Dunmore Renewables GmbH and Caspian Logistik GmbH until he was informed by counsel during the course of this investigation.

C. Payment Structuring through Crescent Commercial Bank PJSC

Mr. Fisk stated that he was not aware of the approximately $34.2 million in payments routed across 127 separate transactions through intermediary accounts at Crescent Commercial Bank PJSC in Dubai between March 2020 and March 2022. The relationship manager for the relevant accounts at Crescent Commercial Bank was identified as Khalid Mansour.

Mr. Fisk acknowledged that Dunmore's compliance program did not include any form of transaction monitoring or payment-flow analysis for the Dubai trading desk. He stated that the compliance program was focused on counterparty screening and onboarding, and that post-onboarding transactional surveillance—including monitoring for unusual payment patterns, structuring, or the use of intermediary accounts to obscure beneficial ownership—was not within the program's scope. Mr. Fisk stated that the implementation of transaction monitoring capabilities for the Dubai desk was "on the roadmap" for a future enhancement of the compliance program but had not been implemented due to budget and resource constraints.

Mr. Fisk stated that he never reviewed wire transfer records from Crescent Commercial Bank PJSC and was not aware that payments were being structured in a manner designed to obscure the ultimate beneficial ownership of Volkhov-connected entities. He stated that this type of payment analysis was not a function that his compliance team was staffed or equipped to perform.

VI. Relationship with and Supervision of DTI Dubai Trading Desk

Mr. Fisk described his working relationship with Derek Hargrave, President of Dunmore Trading International Ltd., as "professional but arms-length." He stated that Mr. Hargrave's reporting line ran directly to Callum Renshaw, Chief Executive Officer of Dunmore Energy Holdings Ltd., and that Mr. Hargrave did not report to Mr. Fisk. As a result, Mr. Fisk stated that he had limited ability to direct, override, or veto business decisions made at the Dubai trading desk. He described the dynamic as one in which the compliance function could advise but not control the business unit.

Mr. Fisk stated that he visited the DTI Dubai office, located at Level 14, Gate Building 3, Dubai International Financial Centre, approximately twice per year. He stated that his most recent visit to the Dubai office was in November 2021. During these visits, Mr. Fisk stated that he would meet with DTI personnel, review the status of compliance training and KYC files, and discuss any open compliance matters. He acknowledged, however, that these visits were brief and did not include in-depth reviews of trading activity, transaction documentation, or payment records.

Regarding Natasha Sorokin, the Senior Trader at DTI's Dubai desk, Mr. Fisk stated that he had met her only "a few times" and that their interactions were limited. He stated that Ms. Sorokin reported to Mr. Hargrave and that Mr. Fisk had no direct supervisory authority over her. Mr. Fisk stated that he was not aware of any direct communications between Ms. Sorokin and Sergei Volkov of Petronova Trading FZE until he was briefed on this issue by Calderwood & Harkness as part of the investigation.

Mr. Fisk raised, without prompting, the issue of the absence of a dedicated compliance officer in Dubai. He stated that this was a recurring concern that he had raised with Marcus Wellbourne, General Counsel, and Sandra Whitfield, Chief Financial Officer, on multiple occasions. He stated that the lack of an on-the-ground compliance presence at the Dubai trading desk was, in his view, a fundamental structural weakness in the compliance program and one that contributed directly to the failures now under investigation. Mr. Fisk stated that he had requested budget approval to hire a dedicated compliance officer for the Dubai office but that approval was not forthcoming.

At this point in the interview, Catherine Blackthorn interjected to note for the record that Mr. Fisk had raised the concern about the absence of a dedicated Dubai compliance officer in writing on at least two occasions. Specifically, Ms. Blackthorn referenced an email sent by Mr. Fisk in 2019 and a second email sent in 2021, both addressed to Mr. Wellbourne and Ms. Whitfield. Ms. Blackthorn stated that these documents had been preserved and that she would produce them through the document request process described in Section X below.

Mr. Fisk also stated that Rajesh Malhotra, Controller at DTI, handled financial reporting for the Dubai desk. Mr. Fisk clarified, however, that Mr. Malhotra's role was limited to financial and accounting reporting and that Mr. Malhotra did not have a compliance reporting function. Mr. Malhotra did not report to Mr. Fisk and was not tasked with any compliance-related responsibilities.

VII. Red Flags and Escalation Failures

Mr. Fisk was asked to address specific red flags that, in retrospect, should have triggered compliance escalation. The following items were identified and discussed in sequence:

1. Russian national managing Petronova Trading FZE: The onboarding of Petronova Trading FZE, a free zone entity in the UAE, with a managing director identified as Sergei Volkov, a Russian national, during a period of heightened Russia-related sanctions activity. Mr. Fisk was asked whether the presence of a Russian national as the managing director of a newly onboarded counterparty should have prompted additional due diligence, including deeper inquiry into beneficial ownership and potential connections to sanctioned entities.

2. Rapid increase in transaction volume: The rapid and significant increase in transaction volume with Petronova Trading FZE and Zenith Petroleum DMCC (managed by Farhan Qureshi) beginning in mid-2020. The transaction volume grew from initial trades to a combined notional value of approximately $218.7 million over less than two years, a trajectory that Mr. Fisk acknowledged was "aggressive."

3. Use of multiple intermediary accounts: The routing of payments through multiple intermediary accounts at Crescent Commercial Bank PJSC in Dubai, a pattern that is commonly associated with efforts to obscure the ultimate beneficial ownership of transaction counterparties or to evade sanctions restrictions.

4. Oilfield equipment shipments to Russia via German intermediary: The facilitation of oilfield equipment shipments to end users in the Russian Federation through Caspian Logistik GmbH, a Hamburg-based intermediary, during a period of expanded export controls targeting Russia.

Mr. Fisk acknowledged that each of these items constituted a "legitimate red flag in hindsight." He did not dispute that, under an ideal compliance framework, these indicators should have prompted additional scrutiny, investigation, or escalation to senior management. However, he maintained that the compliance program, as it was resourced and structured at the time, was not designed to detect these red flags proactively.

Mr. Fisk stated: "We were screening names against lists. We were not doing transactional surveillance or beneficial ownership deep-dives on every counterparty. The program was not built for that. I asked for more resources, I asked for a person on the ground in Dubai, and I was told the budget wasn't there."

He further stated that the informal nature of the escalation process—the absence of written policies defining mandatory escalation triggers—meant that business personnel were not specifically instructed to flag the types of indicators identified above. The compliance function was reactive rather than proactive: it responded to inquiries and conducted periodic screening, but it did not independently monitor trading activity, payment flows, or transaction patterns.

At this point, Catherine Blackthorn instructed Mr. Fisk not to characterize his own conduct as "negligent" or "willfully blind" in response to questions from the interviewers that she viewed as seeking such characterizations. Mr. Fisk, following Ms. Blackthorn's instruction, stated that he operated within the parameters of the compliance program that the Company had funded, approved, and put in place. He declined to apply legal labels to his own conduct.

VIII. Departure from Dunmore

Mr. Fisk provided the following account of the circumstances surrounding his departure from Dunmore Energy Holdings Ltd.

Mr. Fisk stated that after the DOJ grand jury subpoena (GJ No. 22-418) was served on Dunmore on April 19, 2022, and as the internal investigation conducted by Calderwood & Harkness progressed through April and May 2022, he came under what he described as "significant internal pressure" from senior management. He stated that the atmosphere within the company's executive suite shifted markedly after the subpoena was served, and that he perceived an increasing desire on the part of senior management to hold the compliance function—and him personally—responsible for the failures being uncovered.

Mr. Fisk described a series of conversations with Marcus Wellbourne, General Counsel, in late May and early June 2022. He stated that during these conversations, it was communicated to him, in substance, that his position as Chief Compliance Officer had become "untenable" in light of the DOJ inquiry and the findings of the internal investigation. Mr. Fisk stated that while no explicit demand for his resignation was made in so many words, the message was clear that the Company expected him to step down.

Mr. Fisk stated that his departure from Dunmore was effective on June 10, 2022—two days after this interview. He described the separation as a "mutually agreed departure," but he acknowledged candidly that the departure was initiated by Dunmore rather than by him. He stated that he would not have voluntarily left his position absent the pressure he described.

Catherine Blackthorn confirmed on the record that she had notified Calderwood & Harkness of her representation of Mr. Fisk on or around June 10, 2022. Ms. Blackthorn stated that Mr. Fisk expected Dunmore to honor its obligations for the advancement of Mr. Fisk's personal defense costs, as required under Dunmore's articles of association and Mr. Fisk's employment agreement. She stated that any failure by Dunmore to fulfill these obligations would be addressed through appropriate legal channels.

Mr. Fisk stated that, as of the date of this interview, he had not been contacted directly by any representative of the Department of Justice, the Federal Bureau of Investigation—including Special Agent Paul Reinhardt, who Mr. Fisk understood to be involved in the investigation—or the Office of Foreign Assets Control, including Compliance Analyst Erin Matsuda. Mr. Fisk stated that if he were contacted by any government representative, he would immediately refer the contact to Catherine Blackthorn and would not make any substantive statements without counsel's presence and advice.

IX. Fisk's Characterization of Responsibility

Toward the conclusion of the substantive portion of the interview, Mr. Fisk was asked to identify, in his view, the individuals or structural factors that bore primary responsibility for the compliance failures at issue. Mr. Fisk's responses were as follows:

Individuals at the Trading Desk: Mr. Fisk pointed to Derek Hargrave, President of DTI, and Natasha Sorokin, Senior Trader, as the individuals who "controlled the trading relationships and should have known who they were dealing with." He stated that Mr. Hargrave and Ms. Sorokin were in daily contact with the counterparties, had access to transaction documentation and payment records, and were in a position to identify the nature and origins of the crude oil being traded and the identities of the ultimate parties on the other side of the transactions. He stated that the compliance function in Houston was not positioned to substitute for the judgment and knowledge of the individuals conducting the trades in Dubai.

Under-Resourcing of the Compliance Function: Mr. Fisk stated that the compliance program was chronically under-resourced and that senior management had not allocated sufficient budget or headcount to build a compliance program commensurate with the scope and complexity of Dunmore's global operations. He specifically referenced Callum Renshaw, Chief Executive Officer, and Sandra Whitfield, Chief Financial Officer, as the individuals with ultimate authority over resource allocation who had declined to fund the enhancements he had requested—most critically, the hiring of a dedicated compliance officer for the Dubai office and the implementation of transaction monitoring capabilities.

Structural Limitations: Mr. Fisk acknowledged that, as Chief Compliance Officer, "the buck stops with me on paper." He did not deny his formal responsibility for the compliance program. However, he maintained that he was not given the tools, authority, or resources necessary to prevent the conduct at issue. He stated that the CCO role at Dunmore, as structured, gave him oversight responsibility without corresponding operational control over the business units and without the budget to implement the monitoring and surveillance capabilities that would have been necessary to detect the transactions now under investigation.

At this point, Catherine Blackthorn objected to further questions along this line of inquiry, characterizing them as seeking legal conclusions rather than factual recollections. Ms. Blackthorn stated that questions asking Mr. Fisk to assign "responsibility" or "blame" were beyond the proper scope of a factual interview and that she was instructing Mr. Fisk not to answer further questions of that nature. The interviewers moved on to the topic of document requests.

X. Document Requests and Follow-Up Items

At the conclusion of the substantive interview, Mr. Fisk was asked to identify and agree to produce certain documents through his personal counsel, Catherine Blackthorn. Mr. Fisk agreed to provide the following, subject to Ms. Blackthorn's review:

1. Budget and Staffing Requests: Copies of Mr. Fisk's emails to Marcus Wellbourne, General Counsel, and Sandra Whitfield, Chief Financial Officer, regarding his requests for additional compliance budget and for the hiring of a dedicated compliance officer for the DTI Dubai office. Ms. Blackthorn referenced these communications as having been sent in 2019 and 2021, as noted during the interview, and confirmed that the documents had been preserved in Mr. Fisk's personal files.

2. Annual Compliance Reports: Copies of Mr. Fisk's annual compliance reports to the Dunmore Board of Directors / Audit Committee for calendar years 2019, 2020, and 2021.

3. Petronova KYC Communications: Copies of any written communications in Mr. Fisk's possession regarding the onboarding of Petronova Trading FZE or the review of Petronova's KYC file, including any emails, memoranda, or notes reflecting his review or approval of the KYC summary.

Ms. Blackthorn noted that production of these documents would be subject to her review for any issues of personal privilege, including any communications between Mr. Fisk and Ms. Blackthorn or other personal counsel, and any documents that might fall within Mr. Fisk's personal Fifth Amendment protections. She stated that she would endeavor to produce responsive, non-privileged documents promptly but did not commit to a specific production date.

Calderwood & Harkness reserved the right to re-interview Mr. Fisk in subsequent rounds of the investigation as additional facts and documents became available. Calderwood & Harkness noted for the record that a second round of Mr. Fisk's interview was tentatively scheduled to commence on August 5, 2022, and that a third round was anticipated for approximately February 15, 2023, depending on the progress of the investigation and the DOJ inquiry.

XI. Assessment and Observations

The following observations are based on the undersigned's assessment of Mr. Fisk's statements during the interview, considered in light of other evidence gathered during the investigation to date. These observations reflect attorney work product and mental impressions and should be treated with the highest degree of confidentiality.

A. Credibility. Mr. Fisk presented as a cooperative witness who appeared to make a genuine effort to respond to questions fully and accurately. He did not assert the Fifth Amendment privilege at any point during the interview, and his answers were generally responsive. However, his overall posture was self-protective. He consistently attributed the compliance failures to structural issues—under-resourcing, lack of authority, inadequate budget—rather than to any personal failing or oversight. While his descriptions of the compliance program's limitations are generally consistent with the accounts provided in other interviews (Callum Renshaw, interviewed May 23, 2022; Sandra Whitfield, interviewed May 30, 2022), his emphasis on budget constraints as the primary cause of the program's deficiencies may be somewhat self-serving. It remains to be seen whether the documentary record—particularly the budget request emails he has agreed to produce—supports the degree of advocacy on his part that he described.

B. Corroboration Needed

Mr. Fisk's claims about raising concerns regarding the absence of a dedicated compliance officer in Dubai are factual assertions that can and should be corroborated through the email productions he agreed to provide. In the event that the document production from Mr. Fisk and Ms. Blackthorn does not yield the referenced emails, the e-discovery review being conducted by Nexagen Analytics Inc. (Project No. NX-DEH-2204, project manager Brian Cavanaugh) should be tasked with conducting targeted searches of the Dunmore email archives for communications from Mr. Fisk to Mr. Wellbourne and Ms. Whitfield regarding compliance staffing, Dubai compliance coverage, and budget requests during the 2019–2021 timeframe. This search should be prioritized.

C. 50% Rule Gap

Mr. Fisk's admission that Dunmore's compliance program did not systematically apply the OFAC 50% Rule to counterparties is a significant and potentially damning finding for the pre-existing compliance program assessment. This assessment is being prepared by Conrad Reeves and Jasmine Thornton and is targeted for completion on or before November 15, 2022. The 50% Rule gap is particularly relevant because the investigation has revealed that Petronova Trading FZE may have been 50% or more owned, directly or indirectly, by Arkady Volkhov or Volkhov Industrial Group JSC, which would have rendered Petronova a blocked entity under OFAC regulations even before Volkhov's full SDN designation on April 6, 2022. Mr. Fisk's candid admission that the program did not address this requirement underscores the systemic nature of the compliance deficiency and will be a central element of the program assessment.

D. Potential Adverse Interest

Mr. Fisk's interests may diverge from Dunmore's interests in material respects, particularly if the Department of Justice seeks to attribute individual criminal responsibility for the sanctions and export control violations under investigation. Mr. Fisk's retention of separate counsel, Catherine Blackthorn of Blackthorn & Associates LLP, is appropriate and prudent under the circumstances. Going forward, the investigation team should be mindful of the potential for Mr. Fisk to develop an adversarial posture relative to Dunmore, particularly as the DOJ inquiry progresses.

Future information sharing with Mr. Fisk and Ms. Blackthorn should be limited in scope and conducted in accordance with the information-sharing limitations set forth in the letter from Victoria Chambers to Catherine Blackthorn, dated June 15, 2022. No investigation materials, work product, or memoranda—including this memorandum—should be shared with Mr. Fisk or Ms. Blackthorn absent the express authorization of Victoria Chambers.

E. Impact on DOJ Cooperation Narrative

Mr. Fisk's account of the events of April 11, 2022—specifically, his statement that he identified the potential Volkhov exposure through Petronova Trading FZE during a screening refresh and immediately notified Marcus Wellbourne—is significant for Dunmore's cooperation narrative with the Department of Justice. If corroborated, this account supports the position that Dunmore's compliance function identified the potential sanctions exposure promptly and self-reported through internal channels, leading to the Company's voluntary retention of outside counsel and the initiation of a comprehensive internal investigation. This narrative of prompt self-identification and remedial action will be a central component of Dunmore's cooperation proffer to Assistant United States Attorney Meredith Calloway. The initial proffer session is currently scheduled for July 15, 2022.

The investigation team should seek corroboration of Mr. Fisk's April 11, 2022, notification to Mr. Wellbourne through documentary evidence, including email records, calendar entries, and any contemporaneous notes. If the notification is confirmed, it should be highlighted prominently in the cooperation proffer.

XII. Signature and Distribution

This memorandum was prepared on June 10, 2022, based on notes taken during the interview on June 8, 2022.

Prepared by:

________________________________________

Victoria Chambers Partner Calderwood & Harkness LLP 1201 Pennsylvania Avenue NW, Suite 900 Washington, D.C. 20004

Date: June 10, 2022

Reviewed by: Jasmine Thornton, Lead Associate, Calderwood & Harkness LLP (for accuracy of factual references)

Notetaker: Elena Vasquez, Paralegal Manager, Calderwood & Harkness LLP

Distribution.

ATTORNEY-CLIENT PRIVILEGED — FILE COPY ONLY

Matter No. 1016-00009

This memorandum is being distributed solely to the following members of the Calderwood & Harkness LLP investigation team:

• Victoria Chambers, Responsible Partner

• Howard Quinn, Billing Partner

• Jasmine Thornton, Lead Associate

• Conrad Reeves, Senior Associate

• Nicholas Ferreira, Associate

This memorandum is not to be shared outside the Calderwood & Harkness investigation team without the prior written approval of Victoria Chambers. This memorandum is not to be shared with Gerald Fisk, Catherine Blackthorn, Blackthorn & Associates LLP, or any third party, including Dunmore business personnel, Greystone Capital Management LLC, or any government agency.

From:	Victoria Chambers, Partner, Calderwood & Harkness LLP
To:	File — Matter No. 1016-00009
Date of Memorandum:	June 10, 2022
Date of Interview:	June 8, 2022
Time of Interview:	9:30 a.m. – 3:15 p.m. CDT (with breaks at approximately 11:00 a.m., 12:15 p.m.–1:00 p.m. for lunch, and 2:15 p.m.)
Location:	Calderwood & Harkness LLP, 1200 McKinney Street, Suite 2100, Houston, TX 77010
Interviewers:	Victoria Chambers, Responsible Partner, Calderwood & Harkness LLP (Washington, D.C.); Nicholas Ferreira, Associate, Calderwood & Harkness LLP (Houston)
Witness:	Gerald Fisk, Former Chief Compliance Officer, Dunmore Energy Holdings Ltd., 1200 McKinney Street, Suite 3400, Houston, TX 77010
Witness's Counsel Present:	Catherine Blackthorn, Blackthorn & Associates LLP, 700 Louisiana Street, Suite 4300, Houston, TX 77002
Also Present:	Elena Vasquez, Paralegal Manager, Calderwood & Harkness LLP (notetaker)

ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
This memorandum is protected by the attorney-client privilege and the work product doctrine. It was prepared in anticipation of litigation and in connection with Calderwood & Harkness LLP's representation of Dunmore Energy Holdings Ltd. Do not copy, distribute, or disclose without the express authorization of Victoria Chambers, Partner, Calderwood & Harkness LLP.
MEMORANDUM OF INTERVIEW
Gerald Fisk Former Chief Compliance Officer Dunmore Energy Holdings Ltd.
Subject: Interview of Gerald Fisk concerning his role as Chief Compliance Officer of Dunmore Energy Holdings Ltd., the sanctions compliance program, OFAC screening practices, knowledge of transactions with Petronova Trading FZE, Zenith Petroleum DMCC, Caspian Logistik GmbH, and Volkhov Industrial Group JSC, and his departure from Dunmore in June 2022.
Privilege Designation: This memorandum is protected by the attorney-client privilege and the work product doctrine. It was prepared in anticipation of litigation and in connection with Calderwood & Harkness LLP's representation of Dunmore Energy Holdings Ltd. in the Department of Justice inquiry (Grand Jury Subpoena GJ No. 22-418, U.S. District Court for the District of Columbia, Grand Jury 22-2). Mr. Fisk has retained separate counsel, Catherine Blackthorn of Blackthorn & Associates LLP, due to a potential divergence of interests between Mr. Fisk and Dunmore Energy Holdings Ltd. The contents of this memorandum reflect the recollections and statements of Mr. Fisk as communicated during the interview and should not be treated as verified facts absent independent corroboration.
I. Preliminary Matters and Upjohn Warning
The interview of Gerald Fisk was opened at approximately 9:30 a.m. CDT on June 8, 2022, in Conference Room 21-B at the Houston offices of Calderwood & Harkness LLP. Present at the commencement of the interview were Victoria Chambers, Nicholas Ferreira, Gerald Fisk, Catherine Blackthorn, and Elena Vasquez.
Victoria Chambers administered the Upjohn corporate Miranda warning to Mr. Fisk in accordance with the firm's standard Witness Interview Protocol, dated April 18, 2022, which was developed for use throughout the Dunmore internal investigation. Chambers communicated the following key points to Mr. Fisk clearly and deliberately, pausing after each point to confirm his understanding:
1.  Calderwood & Harkness LLP represents Dunmore Energy Holdings Ltd. and its subsidiaries (collectively, "Dunmore" or the "Company") in connection with the pending internal investigation and the Department of Justice inquiry. Calderwood & Harkness does not represent Gerald Fisk individually, and no attorney-client relationship exists between Calderwood & Harkness and Mr. Fisk personally.
2.  The purpose of this interview is to gather facts relevant to the internal investigation being conducted on behalf of Dunmore. The investigation concerns, among other things, Dunmore's sanctions compliance program, transactions with certain counterparties, and the Company's obligations under U.S. sanctions laws and export control regulations.
3.  The attorney-client privilege for this conversation belongs to Dunmore Energy Holdings Ltd. as the corporate client, not to Mr. Fisk personally. Mr. Fisk does not have the ability to assert or waive the privilege with respect to the substance of this interview.
4.  Dunmore may choose, in its sole discretion, to waive the attorney-client privilege and disclose the contents of this interview—including the substance of Mr. Fisk's statements—to the Department of Justice, the Office of Foreign Assets Control, or other third parties, including government agencies, without Mr. Fisk's consent.
5.  Mr. Fisk is represented by his own personal counsel, Catherine Blackthorn of Blackthorn & Associates LLP, who is present during this interview and may advise Mr. Fisk throughout the proceeding.
6.  The interview is voluntary, although Mr. Fisk's cooperation is expected consistent with his continuing obligations to the Company, including any obligations arising under his employment agreement and applicable law.
Mr. Fisk stated that he understood each of the foregoing points. He confirmed that he had previously discussed the Upjohn framework with his personal counsel, Ms. Blackthorn, prior to the interview.
Catherine Blackthorn stated on the record that she was present in her capacity as Mr. Fisk's personal counsel. Ms. Blackthorn confirmed that Mr. Fisk was participating in the interview voluntarily. She further stated that she reserved all rights to instruct Mr. Fisk not to answer any question that, in her judgment, might implicate Mr. Fisk's rights under the Fifth Amendment to the United States Constitution or that fell outside the reasonable scope of the internal investigation as described in the engagement letter between Calderwood & Harkness and Dunmore.
Ms. Blackthorn also noted for the record that Mr. Fisk's departure from Dunmore Energy Holdings Ltd. was imminent at the time of the interview. Specifically, she stated that Mr. Fisk's separation from the Company was anticipated to become effective on June 10, 2022—two days after this interview. Ms. Blackthorn referenced Dunmore's indemnification obligations for the advancement of defense costs to current and former officers, stating that she expected the Company to honor those obligations in full and that any failure to do so would be addressed separately.
In response, Victoria Chambers confirmed that Dunmore Energy Holdings Ltd. was advancing Mr. Fisk's personal defense costs through Blackthorn & Associates LLP pursuant to the indemnification provisions contained in Dunmore's articles of association and Mr. Fisk's employment agreement, dated March 15, 2016. Chambers noted that the scope and terms of the Company's advancement obligations had been analyzed in a memorandum prepared by Calderwood & Harkness, dated May 5, 2022, and that the Company was acting in accordance with the conclusions reached therein.
With the preliminary matters resolved, the substantive portion of the interview commenced at approximately 9:45 a.m. CDT.
II. Background and Employment History
Mr. Fisk provided the following background information regarding his professional history and his tenure at Dunmore Energy Holdings Ltd.
Full Name: Gerald Fisk.
Title at Departure: Chief Compliance Officer, Dunmore Energy Holdings Ltd.
Employment Period: Mr. Fisk stated that he was employed by Dunmore Energy Holdings Ltd. from approximately March 2016 through his anticipated departure date of June 10, 2022. He characterized the circumstances of his departure as resulting from "internal pressure" that had intensified following the commencement of the DOJ inquiry and the internal investigation.
Reporting Line: Mr. Fisk reported directly to Marcus Wellbourne, General Counsel of Dunmore Energy Holdings Ltd. In addition, Mr. Fisk had a dotted-line reporting relationship to the Board of Directors, specifically through the Audit Committee. Mr. Fisk stated that, in practice, the vast majority of his day-to-day interactions were with Mr. Wellbourne, and that his engagement with the Audit Committee was limited primarily to the annual compliance report and occasional ad hoc discussions when significant issues arose.
Location: Mr. Fisk was based at Dunmore's operational headquarters in Houston, Texas, located at 1200 McKinney Street, Suite 3400, Houston, TX 77010. He noted that Dunmore's corporate domicile is in the British Virgin Islands for holding company purposes, but that the operational center of gravity—including the compliance function, finance, and senior management—was in Houston.
Scope of Responsibilities: Mr. Fisk described his role as overseeing Dunmore's global compliance program. He stated that his responsibilities encompassed the following substantive areas:
•  Sanctions compliance (OFAC): Oversight of the Company's program for compliance with U.S. sanctions regulations administered by the Office of Foreign Assets Control, including screening of counterparties against the Specially Designated Nationals and blocked Persons (SDN) List, the Sectoral Sanctions Identifications (SSI) List, and other restricted party lists.
•  Anti-corruption / FCPA: Oversight of the Company's program for compliance with the U.S. Foreign Corrupt Practices Act, including policies related to gifts and entertainment, third-party intermediaries, and government interactions.
•  Export controls: Policy-level oversight of the Company's obligations under the Export Administration Regulations (EAR) and related export control regimes. Mr. Fisk noted, however, that the operational responsibility for export control classification was delegated to the logistics and operations teams (discussed further below).
•  Anti-money laundering: General oversight of the Company's KYC (Know Your Customer) and AML (anti-money laundering) policies as they applied to counterparty onboarding and transaction monitoring.
Mr. Fisk stated that his compliance responsibilities extended across all Dunmore subsidiaries, including:
•  Dunmore Trading International Ltd. ("DTI"), based in Dubai, UAE, which operated the Company's commodity trading desk;
•  Dunmore upstream Americas LLC, based in Houston, TX, which managed upstream exploration and production activities in the Americas;
•  Dunmore Renewables GmbH, based in Hamburg, Germany, which managed the Company's renewable energy investments and, as would later become relevant, certain equipment transactions in the European market; and
•  Dunmore Exploration West Africa Ltd., based in Lagos, Nigeria, which managed exploration activities in West Africa.
Team and Resources: Mr. Fisk stated that his compliance team in Houston consisted of approximately six individuals, including compliance analysts, a sanctions screening specialist, and administrative support. He emphasized that the team was small relative to the scope and geographic reach of Dunmore's operations, a point he would return to repeatedly throughout the interview.
Critically, Mr. Fisk noted that Dunmore Trading International Ltd. in Dubai did not have a dedicated, on-the-ground compliance officer. Compliance oversight for the Dubai trading desk was handled remotely from the Houston compliance team. Mr. Fisk stated that this was a structural weakness he had identified and raised with management on multiple occasions (discussed further in Sections VI and VII below).
Prior Background: Prior to joining Dunmore, Mr. Fisk served as a compliance officer at a mid-size energy trading company, the name of which he provided but which is not material to this memorandum. He stated that he was recruited to Dunmore in early 2016 specifically to build out the compliance function. His hiring coincided with the acquisition of a majority stake in Dunmore by Greystone Capital Partners Fund IV, L.P., a private equity fund holding approximately 62.5% of Dunmore's equity. The fund is managed by Greystone Capital Management LLC, which is led by Richard Fairbanks. Mr. Fisk stated that the Greystone acquisition brought with it expectations for improved governance and compliance infrastructure, and that his hire was, in part, a response to those expectations.
III. Overview of Dunmore's Sanctions Compliance Program (Pre-April 2022)
Mr. Fisk provided a detailed description of Dunmore's sanctions compliance program as it existed prior to the commencement of the DOJ inquiry on April 19, 2022. The following reflects Mr. Fisk's account of each major component of the program.
A. OFAC Screening
Mr. Fisk stated that Dunmore utilized a third-party screening platform to screen counterparties against OFAC's Specially Designated Nationals and blocked Persons (SDN) List, the Sectoral Sanctions Identifications (SSI) List, and other restricted party lists maintained by the U.S. government and international bodies. He identified the platform by name but declined to elaborate on the specific vendor contract terms. The screening was integrated into the counterparty onboarding process: when a new counterparty was proposed by a business unit, the compliance team would run the entity name, the names of its principals, and, where available, the names of beneficial owners through the screening platform.
Mr. Fisk confirmed that screening was performed at two points: (1) at initial counterparty onboarding, and (2) on an annual rescreening cycle. He was asked specifically whether existing counterparties were rescreened upon updates to the SDN List, the SSI List, or other OFAC-administered lists. Mr. Fisk confirmed that they were not. He stated that the annual rescreening cycle was the only periodic review mechanism in place, and that the compliance program did not include event-driven or real-time rescreening triggered by changes to OFAC's lists.
Mr. Fisk acknowledged that the absence of event-driven rescreening was a "known gap" in the program. He stated that he had discussed the possibility of implementing real-time or more frequent rescreening with Sandra Whitfield, Dunmore's Chief Financial Officer, but that the associated costs—both in terms of the screening platform license fees and additional personnel to manage the increased volume of alerts—were viewed as prohibitive. Mr. Fisk stated that Ms. Whitfield communicated to him that the compliance budget could not accommodate the enhancement at that time, though he could not recall whether this was a formal budget denial or an informal conversation.
B. Export Controls
Mr. Fisk stated that export control compliance, including the classification of items under the Export Administration Regulations (EAR), was handled primarily by the operations and logistics teams at Dunmore Trading International Ltd. in Dubai. Specifically, he identified Yves Leclerc, Director of Logistics & Shipping at DTI, as the individual responsible for ensuring that items were properly classified and that any required export licenses were obtained.
Mr. Fisk conceded that he was not personally expert in EAR classifications. He stated that he understood the general framework of the EAR—including the concept of Export Control Classification Numbers (ECCNs)—but did not possess the technical knowledge to classify specific items, particularly oilfield equipment that might fall under ECCN 2B350 (chemical/biological equipment and related technology) or ECCN 2B999 (specific processing equipment not elsewhere classified). He stated that the compliance function provided policy guidance and general training on export control obligations, but that the actual classification work and license determinations were delegated to the business teams. He relied on the logistics and operations teams to flag items that might require export licenses or that raised potential compliance concerns.
When asked whether he was comfortable with this division of responsibilities, Mr. Fisk stated that it was "the standard approach at companies of Dunmore's size" but acknowledged that it created a dependency on the business teams to self-identify compliance risks—a dependency that, as events would demonstrate, was insufficient.
C. Third-Party and Counterparty Due Diligence
Mr. Fisk described Dunmore's Know Your Customer (KYC) process for new counterparties. The process involved the following steps:
1.  Collection of incorporation documents and corporate registry filings for the proposed counterparty.
2.  Identification of the entity's beneficial owners, directors, and key officers, typically through self-certification by the counterparty and, where available, third-party corporate registry searches.
3.  Screening of the entity and its identified principals against OFAC sanctions lists and other restricted party databases through the third-party screening platform described above.
4.  Preparation of a KYC summary file documenting the results of the foregoing steps.
Mr. Fisk stated that the KYC files for counterparties onboarded by the DTI Dubai trading desk—including Petronova Trading FZE and Zenith Petroleum DMCC—were maintained in Dubai by Derek Hargrave's team. The Houston compliance team received KYC summaries but did not, as a matter of routine practice, review the underlying corporate documents or conduct independent verification of the information provided.
Mr. Fisk was asked whether the KYC process included any procedures for looking "behind" the immediate counterparty to identify potential connections to sanctioned entities—for example, by tracing ownership chains to determine whether a counterparty might be 50% or more owned, directly or indirectly, by a sanctioned person or entity. Mr. Fisk stated that the program did not include such procedures on a systematic basis. He acknowledged that this was a significant limitation, particularly in light of OFAC's guidance on the 50% Rule.
D. Training.  Mr. Fisk stated that Dunmore provided annual online compliance training to all employees globally. The training program covered OFAC sanctions basics, FCPA anti-corruption requirements, and general compliance principles. Mr. Fisk stated, however, that the training did not include detailed modules on several topics that would prove critical, including:
•  Sectoral sanctions and the distinctions between SDN-based prohibitions and directive-based restrictions under Executive Orders 13662 and 14024;
•  The OFAC 50% Rule and its application to indirect ownership structures;
•  Export controls for dual-use oilfield equipment under the EAR, including specific ECCN classifications relevant to Dunmore's business.
Mr. Fisk stated that he had considered developing more targeted training modules on these topics but that the compliance team's bandwidth was limited and the development of new training content was deprioritized in favor of other compliance activities.
E. Escalation Procedures
Mr. Fisk described the escalation process for compliance concerns as informal. He stated that employees and business unit personnel were instructed to direct compliance questions to the Houston compliance team by email. There was no formal written escalation policy that defined the specific categories of red flags or potential sanctions matches that required mandatory escalation, the timeframes within which escalation was required, or the documentation and reporting procedures for escalated issues.
Mr. Fisk acknowledged that the absence of a formal, written escalation policy was a weakness in the program. He stated that in practice, the compliance team relied on the business teams to raise concerns as they encountered them, and that the compliance team would then assess the issue and determine the appropriate course of action. He noted that this approach was dependent on the willingness and ability of business personnel to recognize compliance risks—an assumption that, as events would later reveal, was not always warranted.
F. Board and Management Reporting
Mr. Fisk stated that he provided an annual compliance report to Dunmore's Audit Committee. The Audit Committee included directors appointed by Greystone Capital Partners Fund IV, L.P., the Company's majority equity holder. The annual report summarized the state of the compliance program, any material compliance events during the reporting period, and planned enhancements.
Mr. Fisk stated that he did not present interim compliance reports to the Audit Committee on a regular basis. Interim reporting was provided only if a significant compliance issue was identified that, in Mr. Fisk's judgment, warranted immediate attention. He stated that no such interim reports were prepared during the period relevant to this investigation—i.e., from 2019 through early 2022—because no issues of that magnitude were identified prior to April 2022.
IV. Knowledge of Petronova Trading FZE and Volkhov Industrial Group JSC
A. Petronova Onboarding
Mr. Fisk stated that Petronova Trading FZE was onboarded as a counterparty by the DTI trading desk in approximately early 2020. He recalled that the KYC file for Petronova was prepared by DTI personnel in Dubai, consistent with the standard process described in Section III.C above. Mr. Fisk stated that he reviewed the KYC summary for Petronova but did not personally review the underlying corporate documents, including the company's certificate of formation, shareholder register, or beneficial ownership declarations.
The KYC summary identified the managing director of Petronova Trading FZE as Sergei Volkov, described as a Russian national and UAE resident. Mr. Fisk stated that the screening platform did not return any matches for Mr. Volkov against the SDN List, the SSI List, or other restricted party databases at the time of onboarding. Mr. Fisk stated that, based on the clean screening result, the counterparty was approved through the standard process.
B. Volkov / Volkhov Name Similarity
Mr. Fisk was asked directly whether the similarity between the name "Sergei Volkov"—the managing director of Petronova Trading FZE—and the name "Arkady Volkhov"—the chairman of Volkhov Industrial Group JSC, a major Russian energy and industrial conglomerate—raised any red flags at the time of Petronova's onboarding. Mr. Fisk stated that the names were "not flagged by the screening system" and that he did not personally notice the similarity between "Volkov" and "Volkhov" at the time he reviewed the KYC summary.
When pressed on this point, Mr. Fisk acknowledged that, in hindsight, the similarity "probably should have caught someone's attention," but he maintained that neither the automated screening tool nor any member of the compliance team identified the potential connection. He stated that the screening platform was configured to match names against list entries and did not perform fuzzy-matching or associative analysis that might have connected "Volkov" to "Volkhov" absent a direct list match.
C. Volkhov Industrial Group — Directive 2 Designation (November 15, 2019)
Mr. Fisk confirmed that he was aware that Volkhov Industrial Group JSC had been designated under OFAC Directive 2 of the sectoral sanctions program targeting the energy sector of the Russian Federation, pursuant to Executive Order 13662. The designation became effective on November 15, 2019. Mr. Fisk stated that Volkhov Industrial Group appeared on Dunmore's internal restricted party lists and that transactions directly with Volkhov were understood to be prohibited or restricted under the directive.
However, Mr. Fisk stated that the compliance program at the time did not systematically trace indirect connections through intermediary entities to determine whether counterparties such as Petronova Trading FZE might be owned or controlled by Volkhov Industrial Group for purposes of the OFAC 50% Rule. He explained that the program was focused on direct name-matching against OFAC lists, and that the analytical infrastructure required to map corporate ownership chains and apply the 50% Rule was not in place.
D. 50% Rule Analysis
Mr. Fisk was asked directly about his knowledge and understanding of the OFAC 50% Rule—the principle that any entity owned 50% or more, directly or indirectly, by one or more blocked persons is itself considered blocked property, even if the entity does not appear on any OFAC list by name. Mr. Fisk stated that he was aware of the 50% Rule "in general terms" and understood it as a concept. However, he stated that Dunmore's compliance program did not have a systematic process for applying the rule to counterparties such as Petronova Trading FZE.
He stated: "We relied on the screening tool. If a name wasn't on the list, we treated it as permissible. I understood the 50% Rule existed, but we didn't have the resources or the systems to do beneficial ownership tracing on every counterparty to see if there was a hidden connection to a listed entity."
This admission is significant and is discussed further in the Assessment section of this memorandum (Section XI).
E. Volkhov Full SDN Designation (April 6, 2022) and Identification of Exposure
Mr. Fisk provided a detailed account of the events of April 6 through April 11, 2022. On April 6, 2022, Volkhov Industrial Group JSC was elevated from the SSI List to the SDN List under Executive Order 14024, in connection with the expanded Russia-related sanctions imposed following the Russian Federation's invasion of Ukraine. Mr. Fisk stated that his team was aware of the new designations through OFAC's public announcements and that an updated screening sweep was initiated.
On April 11, 2022, during a routine OFAC screening refresh triggered by the new SDN designations, Mr. Fisk stated that he personally identified potential historical exposure to Volkhov Industrial Group through Petronova Trading FZE. He explained that the connection became apparent when the screening refresh returned Volkhov-related results that prompted a closer examination of Petronova's ownership structure. Mr. Fisk stated that at this point, the potential link between Sergei Volkov (Petronova's managing director) and Arkady Volkhov (chairman of Volkhov Industrial Group) became a matter of urgent concern.
Mr. Fisk stated that upon identifying the potential exposure, he immediately notified Marcus Wellbourne, General Counsel of Dunmore, on the same day—April 11, 2022. Mr. Fisk characterized this notification as prompt and appropriate, stating that he did not delay or attempt to suppress the information.
Mr. Fisk confirmed that this notification was the precipitating event that led to the following sequence:
•  April 14, 2022: Dunmore retained Calderwood & Harkness LLP to conduct an internal investigation and advise the Company on the potential sanctions exposure.
•  April 19, 2022: The Department of Justice served Grand Jury Subpoena GJ No. 22-418 on Dunmore Energy Holdings Ltd., issued out of the U.S. District Court for the District of Columbia, Grand Jury 22-2.
Mr. Fisk expressed the view that his prompt escalation to Wellbourne on April 11, 2022, demonstrated good faith and that he should receive credit for having identified and reported the issue.
V. Knowledge of Specific Transactions
A. Crude Oil Swap Transactions with Petronova Trading FZE and Zenith Petroleum DMCC
Mr. Fisk stated that he was generally aware that DTI's Dubai trading desk conducted crude oil swap transactions as part of its core business activities, but that he did not review individual trade confirmations, ISDA schedules, or other transaction documentation as part of his compliance oversight. He stated that his compliance role was focused on counterparty onboarding and screening rather than the monitoring of individual transactions after a counterparty had been approved.
During the interview, Mr. Fisk was shown a summary schedule prepared by Calderwood & Harkness, reflecting 14 crude oil swap transactions executed between June 2020 and February 2022 with Petronova Trading FZE and Zenith Petroleum DMCC. The transactions had a combined notional value of approximately $218.7 million. Mr. Fisk reviewed the schedule and stated that he had no prior knowledge of the specific transaction volumes or notional values involved. He described himself as "surprised by the scale" of the trading activity with these counterparties.
Mr. Fisk was then asked about the subset of transactions—9 of the 14—that had been identified by Ridgeline Advisory Group LLC, through the forensic analysis led by Dr. Margaret Liu (engagement lead), as involving crude oil sourced from or destined for entities owned or controlled by Volkhov Industrial Group JSC. These 9 transactions represented approximately $156.3 million in notional value. Mr. Fisk stated that he had no awareness of the Volkhov connection at the time the trades were executed. He reiterated that his compliance review was limited to the initial counterparty screening and that he did not receive trade-level reporting from the Dubai desk.
Mr. Fisk was asked specifically whether he had ever received an escalation, inquiry, or expression of concern from any of the following individuals regarding the Petronova or Zenith Petroleum transactions:
•  Derek Hargrave, President of Dunmore Trading International Ltd.;
•  Natasha Sorokin, Senior Trader at DTI's Dubai desk;
•  Omar Al-Rashidi, Head of Middle East Operations at DTI.
Mr. Fisk stated unequivocally that he had never received any such escalation or communication from any of these individuals regarding concerns about the Petronova or Zenith Petroleum transactions or about any potential connection to Volkhov Industrial Group. He stated that the first time he became aware of a potential Volkhov connection was on April 11, 2022, as described in Section IV.E above.
B. Oilfield Equipment Exports via Caspian Logistik GmbH
Mr. Fisk stated that he was generally aware that DTI facilitated certain oilfield equipment transactions as part of Dunmore's broader business activities, but that he did not have specific knowledge of the particular transactions at issue in the investigation. He was informed during the interview that Calderwood & Harkness had identified approximately $12.4 million in exports of oilfield equipment to end users in the Russian Federation, routed through Caspian Logistik GmbH. Caspian Logistik GmbH is a Hamburg-based logistics and trading entity managed by Klaus Weidemann.
Mr. Fisk stated that the classification of items under the Export Administration Regulations—specifically, the determination of whether items fell under ECCN 2B350 or ECCN 2B999 and whether an export license was required—was handled by the logistics team under Yves Leclerc's supervision at DTI. Mr. Fisk stated that he did not receive any escalation from Mr. Leclerc or any other individual regarding potential violations of EAR §746.5 (the Russia/Belarus sanctions provisions under the EAR) or concerns about the accuracy of end-user certifications associated with these shipments.
Mr. Fisk was asked whether he had ever communicated with Tobias Engel, Managing Director of Dunmore Renewables GmbH, regarding Caspian Logistik GmbH or any transaction involving that entity. Mr. Fisk stated that he had not and that he was not aware of any transaction or relationship between Dunmore Renewables GmbH and Caspian Logistik GmbH until he was informed by counsel during the course of this investigation.
C. Payment Structuring through Crescent Commercial Bank PJSC
Mr. Fisk stated that he was not aware of the approximately $34.2 million in payments routed across 127 separate transactions through intermediary accounts at Crescent Commercial Bank PJSC in Dubai between March 2020 and March 2022. The relationship manager for the relevant accounts at Crescent Commercial Bank was identified as Khalid Mansour.
Mr. Fisk acknowledged that Dunmore's compliance program did not include any form of transaction monitoring or payment-flow analysis for the Dubai trading desk. He stated that the compliance program was focused on counterparty screening and onboarding, and that post-onboarding transactional surveillance—including monitoring for unusual payment patterns, structuring, or the use of intermediary accounts to obscure beneficial ownership—was not within the program's scope. Mr. Fisk stated that the implementation of transaction monitoring capabilities for the Dubai desk was "on the roadmap" for a future enhancement of the compliance program but had not been implemented due to budget and resource constraints.
Mr. Fisk stated that he never reviewed wire transfer records from Crescent Commercial Bank PJSC and was not aware that payments were being structured in a manner designed to obscure the ultimate beneficial ownership of Volkhov-connected entities. He stated that this type of payment analysis was not a function that his compliance team was staffed or equipped to perform.
VI. Relationship with and Supervision of DTI Dubai Trading Desk
Mr. Fisk described his working relationship with Derek Hargrave, President of Dunmore Trading International Ltd., as "professional but arms-length." He stated that Mr. Hargrave's reporting line ran directly to Callum Renshaw, Chief Executive Officer of Dunmore Energy Holdings Ltd., and that Mr. Hargrave did not report to Mr. Fisk. As a result, Mr. Fisk stated that he had limited ability to direct, override, or veto business decisions made at the Dubai trading desk. He described the dynamic as one in which the compliance function could advise but not control the business unit.
Mr. Fisk stated that he visited the DTI Dubai office, located at Level 14, Gate Building 3, Dubai International Financial Centre, approximately twice per year. He stated that his most recent visit to the Dubai office was in November 2021. During these visits, Mr. Fisk stated that he would meet with DTI personnel, review the status of compliance training and KYC files, and discuss any open compliance matters. He acknowledged, however, that these visits were brief and did not include in-depth reviews of trading activity, transaction documentation, or payment records.
Regarding Natasha Sorokin, the Senior Trader at DTI's Dubai desk, Mr. Fisk stated that he had met her only "a few times" and that their interactions were limited. He stated that Ms. Sorokin reported to Mr. Hargrave and that Mr. Fisk had no direct supervisory authority over her. Mr. Fisk stated that he was not aware of any direct communications between Ms. Sorokin and Sergei Volkov of Petronova Trading FZE until he was briefed on this issue by Calderwood & Harkness as part of the investigation.
Mr. Fisk raised, without prompting, the issue of the absence of a dedicated compliance officer in Dubai. He stated that this was a recurring concern that he had raised with Marcus Wellbourne, General Counsel, and Sandra Whitfield, Chief Financial Officer, on multiple occasions. He stated that the lack of an on-the-ground compliance presence at the Dubai trading desk was, in his view, a fundamental structural weakness in the compliance program and one that contributed directly to the failures now under investigation. Mr. Fisk stated that he had requested budget approval to hire a dedicated compliance officer for the Dubai office but that approval was not forthcoming.
At this point in the interview, Catherine Blackthorn interjected to note for the record that Mr. Fisk had raised the concern about the absence of a dedicated Dubai compliance officer in writing on at least two occasions. Specifically, Ms. Blackthorn referenced an email sent by Mr. Fisk in 2019 and a second email sent in 2021, both addressed to Mr. Wellbourne and Ms. Whitfield. Ms. Blackthorn stated that these documents had been preserved and that she would produce them through the document request process described in Section X below.
Mr. Fisk also stated that Rajesh Malhotra, Controller at DTI, handled financial reporting for the Dubai desk. Mr. Fisk clarified, however, that Mr. Malhotra's role was limited to financial and accounting reporting and that Mr. Malhotra did not have a compliance reporting function. Mr. Malhotra did not report to Mr. Fisk and was not tasked with any compliance-related responsibilities.
VII. Red Flags and Escalation Failures
Mr. Fisk was asked to address specific red flags that, in retrospect, should have triggered compliance escalation. The following items were identified and discussed in sequence:
1.  Russian national managing Petronova Trading FZE: The onboarding of Petronova Trading FZE, a free zone entity in the UAE, with a managing director identified as Sergei Volkov, a Russian national, during a period of heightened Russia-related sanctions activity. Mr. Fisk was asked whether the presence of a Russian national as the managing director of a newly onboarded counterparty should have prompted additional due diligence, including deeper inquiry into beneficial ownership and potential connections to sanctioned entities.
2.  Rapid increase in transaction volume: The rapid and significant increase in transaction volume with Petronova Trading FZE and Zenith Petroleum DMCC (managed by Farhan Qureshi) beginning in mid-2020. The transaction volume grew from initial trades to a combined notional value of approximately $218.7 million over less than two years, a trajectory that Mr. Fisk acknowledged was "aggressive."
3.  Use of multiple intermediary accounts: The routing of payments through multiple intermediary accounts at Crescent Commercial Bank PJSC in Dubai, a pattern that is commonly associated with efforts to obscure the ultimate beneficial ownership of transaction counterparties or to evade sanctions restrictions.
4.  Oilfield equipment shipments to Russia via German intermediary: The facilitation of oilfield equipment shipments to end users in the Russian Federation through Caspian Logistik GmbH, a Hamburg-based intermediary, during a period of expanded export controls targeting Russia.
Mr. Fisk acknowledged that each of these items constituted a "legitimate red flag in hindsight." He did not dispute that, under an ideal compliance framework, these indicators should have prompted additional scrutiny, investigation, or escalation to senior management. However, he maintained that the compliance program, as it was resourced and structured at the time, was not designed to detect these red flags proactively.
Mr. Fisk stated: "We were screening names against lists. We were not doing transactional surveillance or beneficial ownership deep-dives on every counterparty. The program was not built for that. I asked for more resources, I asked for a person on the ground in Dubai, and I was told the budget wasn't there."
He further stated that the informal nature of the escalation process—the absence of written policies defining mandatory escalation triggers—meant that business personnel were not specifically instructed to flag the types of indicators identified above. The compliance function was reactive rather than proactive: it responded to inquiries and conducted periodic screening, but it did not independently monitor trading activity, payment flows, or transaction patterns.
At this point, Catherine Blackthorn instructed Mr. Fisk not to characterize his own conduct as "negligent" or "willfully blind" in response to questions from the interviewers that she viewed as seeking such characterizations. Mr. Fisk, following Ms. Blackthorn's instruction, stated that he operated within the parameters of the compliance program that the Company had funded, approved, and put in place. He declined to apply legal labels to his own conduct.
VIII. Departure from Dunmore
Mr. Fisk provided the following account of the circumstances surrounding his departure from Dunmore Energy Holdings Ltd.
Mr. Fisk stated that after the DOJ grand jury subpoena (GJ No. 22-418) was served on Dunmore on April 19, 2022, and as the internal investigation conducted by Calderwood & Harkness progressed through April and May 2022, he came under what he described as "significant internal pressure" from senior management. He stated that the atmosphere within the company's executive suite shifted markedly after the subpoena was served, and that he perceived an increasing desire on the part of senior management to hold the compliance function—and him personally—responsible for the failures being uncovered.
Mr. Fisk described a series of conversations with Marcus Wellbourne, General Counsel, in late May and early June 2022. He stated that during these conversations, it was communicated to him, in substance, that his position as Chief Compliance Officer had become "untenable" in light of the DOJ inquiry and the findings of the internal investigation. Mr. Fisk stated that while no explicit demand for his resignation was made in so many words, the message was clear that the Company expected him to step down.
Mr. Fisk stated that his departure from Dunmore was effective on June 10, 2022—two days after this interview. He described the separation as a "mutually agreed departure," but he acknowledged candidly that the departure was initiated by Dunmore rather than by him. He stated that he would not have voluntarily left his position absent the pressure he described.
Catherine Blackthorn confirmed on the record that she had notified Calderwood & Harkness of her representation of Mr. Fisk on or around June 10, 2022. Ms. Blackthorn stated that Mr. Fisk expected Dunmore to honor its obligations for the advancement of Mr. Fisk's personal defense costs, as required under Dunmore's articles of association and Mr. Fisk's employment agreement. She stated that any failure by Dunmore to fulfill these obligations would be addressed through appropriate legal channels.
Mr. Fisk stated that, as of the date of this interview, he had not been contacted directly by any representative of the Department of Justice, the Federal Bureau of Investigation—including Special Agent Paul Reinhardt, who Mr. Fisk understood to be involved in the investigation—or the Office of Foreign Assets Control, including Compliance Analyst Erin Matsuda. Mr. Fisk stated that if he were contacted by any government representative, he would immediately refer the contact to Catherine Blackthorn and would not make any substantive statements without counsel's presence and advice.
IX. Fisk's Characterization of Responsibility
Toward the conclusion of the substantive portion of the interview, Mr. Fisk was asked to identify, in his view, the individuals or structural factors that bore primary responsibility for the compliance failures at issue. Mr. Fisk's responses were as follows:
Individuals at the Trading Desk: Mr. Fisk pointed to Derek Hargrave, President of DTI, and Natasha Sorokin, Senior Trader, as the individuals who "controlled the trading relationships and should have known who they were dealing with." He stated that Mr. Hargrave and Ms. Sorokin were in daily contact with the counterparties, had access to transaction documentation and payment records, and were in a position to identify the nature and origins of the crude oil being traded and the identities of the ultimate parties on the other side of the transactions. He stated that the compliance function in Houston was not positioned to substitute for the judgment and knowledge of the individuals conducting the trades in Dubai.
Under-Resourcing of the Compliance Function: Mr. Fisk stated that the compliance program was chronically under-resourced and that senior management had not allocated sufficient budget or headcount to build a compliance program commensurate with the scope and complexity of Dunmore's global operations. He specifically referenced Callum Renshaw, Chief Executive Officer, and Sandra Whitfield, Chief Financial Officer, as the individuals with ultimate authority over resource allocation who had declined to fund the enhancements he had requested—most critically, the hiring of a dedicated compliance officer for the Dubai office and the implementation of transaction monitoring capabilities.
Structural Limitations: Mr. Fisk acknowledged that, as Chief Compliance Officer, "the buck stops with me on paper." He did not deny his formal responsibility for the compliance program. However, he maintained that he was not given the tools, authority, or resources necessary to prevent the conduct at issue. He stated that the CCO role at Dunmore, as structured, gave him oversight responsibility without corresponding operational control over the business units and without the budget to implement the monitoring and surveillance capabilities that would have been necessary to detect the transactions now under investigation.
At this point, Catherine Blackthorn objected to further questions along this line of inquiry, characterizing them as seeking legal conclusions rather than factual recollections. Ms. Blackthorn stated that questions asking Mr. Fisk to assign "responsibility" or "blame" were beyond the proper scope of a factual interview and that she was instructing Mr. Fisk not to answer further questions of that nature. The interviewers moved on to the topic of document requests.
X. Document Requests and Follow-Up Items
At the conclusion of the substantive interview, Mr. Fisk was asked to identify and agree to produce certain documents through his personal counsel, Catherine Blackthorn. Mr. Fisk agreed to provide the following, subject to Ms. Blackthorn's review:
1.  Budget and Staffing Requests: Copies of Mr. Fisk's emails to Marcus Wellbourne, General Counsel, and Sandra Whitfield, Chief Financial Officer, regarding his requests for additional compliance budget and for the hiring of a dedicated compliance officer for the DTI Dubai office. Ms. Blackthorn referenced these communications as having been sent in 2019 and 2021, as noted during the interview, and confirmed that the documents had been preserved in Mr. Fisk's personal files.
2.  Annual Compliance Reports: Copies of Mr. Fisk's annual compliance reports to the Dunmore Board of Directors / Audit Committee for calendar years 2019, 2020, and 2021.
3.  Petronova KYC Communications: Copies of any written communications in Mr. Fisk's possession regarding the onboarding of Petronova Trading FZE or the review of Petronova's KYC file, including any emails, memoranda, or notes reflecting his review or approval of the KYC summary.
Ms. Blackthorn noted that production of these documents would be subject to her review for any issues of personal privilege, including any communications between Mr. Fisk and Ms. Blackthorn or other personal counsel, and any documents that might fall within Mr. Fisk's personal Fifth Amendment protections. She stated that she would endeavor to produce responsive, non-privileged documents promptly but did not commit to a specific production date.
Calderwood & Harkness reserved the right to re-interview Mr. Fisk in subsequent rounds of the investigation as additional facts and documents became available. Calderwood & Harkness noted for the record that a second round of Mr. Fisk's interview was tentatively scheduled to commence on August 5, 2022, and that a third round was anticipated for approximately February 15, 2023, depending on the progress of the investigation and the DOJ inquiry.
XI. Assessment and Observations
The following observations are based on the undersigned's assessment of Mr. Fisk's statements during the interview, considered in light of other evidence gathered during the investigation to date. These observations reflect attorney work product and mental impressions and should be treated with the highest degree of confidentiality.
A. Credibility.  Mr. Fisk presented as a cooperative witness who appeared to make a genuine effort to respond to questions fully and accurately. He did not assert the Fifth Amendment privilege at any point during the interview, and his answers were generally responsive. However, his overall posture was self-protective. He consistently attributed the compliance failures to structural issues—under-resourcing, lack of authority, inadequate budget—rather than to any personal failing or oversight. While his descriptions of the compliance program's limitations are generally consistent with the accounts provided in other interviews (Callum Renshaw, interviewed May 23, 2022; Sandra Whitfield, interviewed May 30, 2022), his emphasis on budget constraints as the primary cause of the program's deficiencies may be somewhat self-serving. It remains to be seen whether the documentary record—particularly the budget request emails he has agreed to produce—supports the degree of advocacy on his part that he described.
B. Corroboration Needed
Mr. Fisk's claims about raising concerns regarding the absence of a dedicated compliance officer in Dubai are factual assertions that can and should be corroborated through the email productions he agreed to provide. In the event that the document production from Mr. Fisk and Ms. Blackthorn does not yield the referenced emails, the e-discovery review being conducted by Nexagen Analytics Inc. (Project No. NX-DEH-2204, project manager Brian Cavanaugh) should be tasked with conducting targeted searches of the Dunmore email archives for communications from Mr. Fisk to Mr. Wellbourne and Ms. Whitfield regarding compliance staffing, Dubai compliance coverage, and budget requests during the 2019–2021 timeframe. This search should be prioritized.
C. 50% Rule Gap
Mr. Fisk's admission that Dunmore's compliance program did not systematically apply the OFAC 50% Rule to counterparties is a significant and potentially damning finding for the pre-existing compliance program assessment. This assessment is being prepared by Conrad Reeves and Jasmine Thornton and is targeted for completion on or before November 15, 2022. The 50% Rule gap is particularly relevant because the investigation has revealed that Petronova Trading FZE may have been 50% or more owned, directly or indirectly, by Arkady Volkhov or Volkhov Industrial Group JSC, which would have rendered Petronova a blocked entity under OFAC regulations even before Volkhov's full SDN designation on April 6, 2022. Mr. Fisk's candid admission that the program did not address this requirement underscores the systemic nature of the compliance deficiency and will be a central element of the program assessment.
D. Potential Adverse Interest
Mr. Fisk's interests may diverge from Dunmore's interests in material respects, particularly if the Department of Justice seeks to attribute individual criminal responsibility for the sanctions and export control violations under investigation. Mr. Fisk's retention of separate counsel, Catherine Blackthorn of Blackthorn & Associates LLP, is appropriate and prudent under the circumstances. Going forward, the investigation team should be mindful of the potential for Mr. Fisk to develop an adversarial posture relative to Dunmore, particularly as the DOJ inquiry progresses.
Future information sharing with Mr. Fisk and Ms. Blackthorn should be limited in scope and conducted in accordance with the information-sharing limitations set forth in the letter from Victoria Chambers to Catherine Blackthorn, dated June 15, 2022. No investigation materials, work product, or memoranda—including this memorandum—should be shared with Mr. Fisk or Ms. Blackthorn absent the express authorization of Victoria Chambers.
E. Impact on DOJ Cooperation Narrative
Mr. Fisk's account of the events of April 11, 2022—specifically, his statement that he identified the potential Volkhov exposure through Petronova Trading FZE during a screening refresh and immediately notified Marcus Wellbourne—is significant for Dunmore's cooperation narrative with the Department of Justice. If corroborated, this account supports the position that Dunmore's compliance function identified the potential sanctions exposure promptly and self-reported through internal channels, leading to the Company's voluntary retention of outside counsel and the initiation of a comprehensive internal investigation. This narrative of prompt self-identification and remedial action will be a central component of Dunmore's cooperation proffer to Assistant United States Attorney Meredith Calloway. The initial proffer session is currently scheduled for July 15, 2022.
The investigation team should seek corroboration of Mr. Fisk's April 11, 2022, notification to Mr. Wellbourne through documentary evidence, including email records, calendar entries, and any contemporaneous notes. If the notification is confirmed, it should be highlighted prominently in the cooperation proffer.
XII. Signature and Distribution
This memorandum was prepared on June 10, 2022, based on notes taken during the interview on June 8, 2022.
Prepared by:
________________________________________
Victoria Chambers Partner Calderwood & Harkness LLP 1201 Pennsylvania Avenue NW, Suite 900 Washington, D.C. 20004
Date: June 10, 2022
Reviewed by: Jasmine Thornton, Lead Associate, Calderwood & Harkness LLP (for accuracy of factual references)
Notetaker: Elena Vasquez, Paralegal Manager, Calderwood & Harkness LLP
Distribution.  
ATTORNEY-CLIENT PRIVILEGED — FILE COPY ONLY
Matter No. 1016-00009
This memorandum is being distributed solely to the following members of the Calderwood & Harkness LLP investigation team:
•  Victoria Chambers, Responsible Partner
•  Howard Quinn, Billing Partner
•  Jasmine Thornton, Lead Associate
•  Conrad Reeves, Senior Associate
•  Nicholas Ferreira, Associate
This memorandum is not to be shared outside the Calderwood & Harkness investigation team without the prior written approval of Victoria Chambers. This memorandum is not to be shared with Gerald Fisk, Catherine Blackthorn, Blackthorn & Associates LLP, or any third party, including Dunmore business personnel, Greystone Capital Management LLC, or any government agency.
From: | Victoria Chambers, Partner, Calderwood & Harkness LLP
To: | File — Matter No. 1016-00009
Date of Memorandum: | June 10, 2022
Date of Interview: | June 8, 2022
Time of Interview: | 9:30 a.m. – 3:15 p.m. CDT (with breaks at approximately 11:00 a.m., 12:15 p.m.–1:00 p.m. for lunch, and 2:15 p.m.)
Location: | Calderwood & Harkness LLP, 1200 McKinney Street, Suite 2100, Houston, TX 77010
Interviewers: | Victoria Chambers, Responsible Partner, Calderwood & Harkness LLP (Washington, D.C.); Nicholas Ferreira, Associate, Calderwood & Harkness LLP (Houston)
Witness: | Gerald Fisk, Former Chief Compliance Officer, Dunmore Energy Holdings Ltd., 1200 McKinney Street, Suite 3400, Houston, TX 77010
Witness's Counsel Present: | Catherine Blackthorn, Blackthorn & Associates LLP, 700 Louisiana Street, Suite 4300, Houston, TX 77002
Also Present: | Elena Vasquez, Paralegal Manager, Calderwood & Harkness LLP (notetaker)

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