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Extract to table / net-zero-disclosure-review.docx
net-zero-disclosure-review.docx
Parties
Harkness LLP
Dunmore Energy Holdings Ltd
Barrisford Advisory Group LLC
Nathan Reyes Linley CPAs LLP
Offering Dunmore Energy Holdings Ltd
Finance Corp
Cohn LLP
Veridian Credit Assessments Inc
Dates
April 27, 2025
April 28, 2025
April 25, 2025
April 24, 2025
May 1, 2032
May 15, 2025
May 14, 2025
September 12, 2024
May 12, 2025
Amounts
$850,000,000 9.375
$850,000,000
$250
$2.14
$816
$6.7
$14.2
$79.7
$850
Obligations
This tension between the stated net-zero commitment and the simultaneous deployment of offering proceeds to hydrocarbon development is one of the principal vulnerabilities identified in our analysis and must be addressed in the OM disclosure
Under this prong, the cautionary language need not identify the specific factor that ultimately causes actual results to differ, but it must be substantive and tailored — not merely boilerplate
Implications The inapplicability of the PSLRA safe harbor means that Dunmore must rely on the common-law "bespeaks caution" doctrine as its primary defense against claims that the net-zero commitment in the OM is materially misleading
The key elements required to invoke the bespeaks caution doctrine are as follows: (i) The statement must be genuinely forward-looking
(ii) The statement must be accompanied by cautionary language that is specific, substantive, and tailored
The cautionary language must identify the particular risks and uncertainties that could cause actual results to differ materially from the forward-looking statement