Private Placement Memorandum

Phoenix Energy One, LLC (“Phoenix Energy” or the “Company”) conducts offerings of debt securities pursuant to (i) an exemption from registration under Rule 506(c) of Regulation D (“Private Placement Offerings”) of the Securities Act of 1933, as amended (the “Securities Act”) and (ii) an effective registration statement on Form S-1 under the Securities Act (including a prospectus) filed with the SEC (the “Registered Offering”). In addition, Adamantium Capital, LLC (“Adamantium”), a wholly owned financing subsidiary of the Company, conducts offerings of debt securities pursuant to the exemption from registration provided by Rule 506(c) of Regulation D and loans the proceeds of such offerings to Phoenix Energy (the “Adamantium Offering, and together with the Registered Offering and the Private Placement Offerings, the “Offerings”). The Company is the sponsor of the Adamantium Offering. Phoenix Energy is also currently conducting an offering for preferred shares using an offering statement that has been qualified by the SEC under Tier II of Regulation A of the Securities Act (the “Preferred Offering”). For further information about the Preferred Offering, please refer to the dedicated page for the Preferred Offering, which can be accessed via the following link: www.phoenixenergy.com/ipo.

THIS COMMUNICATION DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION, OR SALE OF ANY SECURITY, IN ANY JURISDICTION IN WHICH SUCH OFFERING, SOLICITATION, OR SALE WOULD BE UNLAWFUL.

The Private Placement Offerings and the Adamantium Offering are exempt from the registration requirements of the Securities Act and only “accredited investors”, as such term is defined in Rule 501 of Regulation D, may invest in such offerings. For more details, you can review accreditation requirements here. The Company has posted a private placement memorandum (together with any related amendments and supplements thereto, the “private placement memorandum”) on its website, which can be accessed via the following link: https://PHXOfferings.com. You may only obtain the private placement memorandum for the Adamantium Offering directly from the Company upon request or accessed via the following link https://adamantium.phoenixenergy.com/offerings.

The Registered Offering is being made pursuant to an effective registration statement and prospectus, filed, or registered with the U.S. Securities and Exchange Commission (“SEC”) and appropriate state regulatory agencies. For the Registered Offering only investors meeting certain criteria, including the financial suitability requirements, may invest in the Registered Offering. The eligibility requirements may be found in the offering documentation, including the prospectus, that the Company has filed on EDGAR with the SEC and can be found at www.sec.gov, where you can obtain a free copy of the prospectus. Alternatively, Phoenix Energy or a registered representative of Dalmore will supply additional materials when requested. Call 303.376.9778 or email [email protected] to place a request.

Before you invest, you should read the offering documentation for the relevant Offering, including, with respect to the Registered Offering, the prospectus, and other documents that the Company has filed with the SEC.

While the Company may use general solicitation and general advertising with respect to the Offerings, which may be conducted through a number of different means, including, among others, the internet, social media, seminars/webinars, and print, the Company will take reasonable steps to verify that the purchasers investing in such offerings meet the applicability suitability standards criteria, including being an “accredited investor” if purchasing securities pursuant to our Private Placement Offerings. To that end, investors wishing to purchase securities in such offerings will be required to provide certain supporting materials and other information to the Company for the purpose of verifying “accredited investor” status. Any investment decision will be made only based on the information included in, and for the debt securities described in, the related offering documents.

Certain of Phoenix Energy’s non-executive personnel are licensed registered representatives of Dalmore Group, LLC. These registered representatives conduct securities business through Dalmore, a registered broker-dealer and member of FINRA/SIPC. Dalmore and Phoenix Energy are not affiliated entities.

Investing is subject to risks and should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Investors should always conduct their own due diligence and consult with a reputable financial advisor, attorney, accountant, and any other professional that can help them to understand and assess the risks associated with any investment opportunity. Major risks, including those related to the potential loss of some or all principal, are disclosed in the private placement memorandum and prospectus for the Offerings. The Offerings are speculative and illiquid and past performance is not indicative of future results.

The materials set forth on the Company’s website and presentations were prepared by the Company and the analyses contained therein are based, in part, on certain assumptions made by and information obtained from the Company and/or from other sources. The information may not be comprehensive and has not been subject to any independent audit or review. The Company’s internal estimates have not been verified by an external expert, and we cannot guarantee that a third party using different methods would obtain or generate the same results. The Company does not make any representation or warranty, express or implied, in relation to the fairness, reasonableness, adequacy, accuracy or completeness of the information, statements or opinions, whichever their source, contained in such materials or any oral information provided in connection with its presentations or discussions with investors, or any data it generates, and accepts no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. The information and opinions contained in the materials are provided as of the date specified therein, are subject to change without notice and do not purport to contain all information that may be required to evaluate the Company. The Company and its affiliates, officers, employees, and agents expressly disclaim any and all liability which may be based on the materials and any errors therein or omissions therefrom. Neither the Company nor any of its affiliates, officers, employees or agents makes any representation or warranty, express or implied, that any transaction has been or may be affected on the terms or in the manner stated in the materials, or as to the achievement or reasonableness of estimates, prospects or returns, if any. You are cautioned not to give undue weight to such estimates. Numerical figures in the materials have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

The materials include forward looking statements that reflect the Company’s current views with respect to, among other things, the Company’s growth, operations, and financial performance. Forward looking statements include all statements that are not historical facts. These forward-looking statements relate to matters such as the Company’s industry, business strategy, goals, and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity, and capital resources and other financial and operating information. These forward-looking statements are generally identifiable by forward looking terminology such as “expect,” “believe,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “seek,” “estimate,” “should,” “will,” “approximately,” “predict,” “potential,” “may,” and “assume,” as well as variations of such words and similar expressions referring to the future. Oral information provided in connection with the Company’s presentations or discussions with investors may similarly include forward looking statements.

The forward-looking statements contained in the materials, including but not limited to any outlook, targets, or projections, are based on management’s current expectations and are not guarantees of future performance. The forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. For example, projections included in the materials assume the Company has continued access to adequate sources of capital to fund operations. The Company’s expectations, beliefs, and projections are expressed in good faith, and the Company’s management believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, and projections will result or be achieved.

Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory, and other factors, many of which are beyond our control. Management believes that these factors include but are not limited to the risk factors the Company has identified in its offering documents under “Risk Factors.” Risk Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. The Company may not actually achieve the plans, intentions or expectations disclosed in such forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether because of new information, future developments or otherwise, except as may be required by any applicable securities laws.

The SEC generally permits oil and gas companies, in filings made with the SEC, to disclose proved reserves, which are reserve estimates that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, and certain probable and possible reserves that meet the SEC’s definitions for such terms. The Company discloses estimated proved reserves and estimated probable reserves in its filings with the SEC. The Company’s estimated reserves are prepared by the Company’s internal reservoir engineer and comply with definitions promulgated by the SEC. These estimated reserves are not audited by an independent petroleum engineering firm. Additional information on the Company’s estimated reserves is contained in the Company’s filings with the SEC. In these materials, the Company may use the terms “resources,” “resource potential” or “potential resources,” which SEC guidelines prohibit issuers from including in filings with the SEC. “Resources,” “resource potential” or “potential resources” refer to the Company’s internal estimates of hydrocarbon quantities that may be potentially discovered through exploratory drilling or recovered with additional drilling or recovery techniques. Such terms do not constitute reserves within the meaning of the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers or SEC rules and do not include any proved reserves. Actual quantities that may be ultimately recovered will differ substantially. Factors affecting ultimate recovery include the scope of drilling programs, which will be directly affected by the availability of capital, drilling and production costs, availability of drilling services and equipment, drilling results, lease expirations, transportation constraints, regulatory approvals and other factors and actual drilling results, including geological and mechanical factors affecting recovery rates. Estimates may change significantly as development of properties provides additional data. In addition, our production forecasts and expectations for future periods are dependent upon many assumptions, including estimates of production, decline rates from existing wells and the undertaking and outcome of future drilling activity, which may be affected by significant commodity price declines or drilling cost increases. Estimated proved reserves and estimated probable reserves do not represent or measure the fair value of the respective properties or the fair market value at which a property or properties could be sold. In the event of any such sale, proceeds to the Company may be significantly less than the value of the estimated reserves.

Certain materials contain “non-GAAP financial measures” that are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Specifically, the Company presents “EBITDA” as a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. The Company believes this measure can assist investors in comparing the Company’s operating performance across reporting periods on a consistent basis by excluding items that it does not believe are indicative of its core operating performance. Management believes these non-GAAP measures are useful in highlighting trends in the Company’s operating performance, while other measures can differ significantly depending on long term strategic decisions regarding capital structure, capital investments, etc. Management uses these non-GAAP measures to supplement GAAP measures of performance in the evaluation of the effectiveness of the Company’s business strategies and to make budgeting decisions. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone provide. However, this measure should not be considered as an alternative to net income (loss) as a measure of financial performance or cash provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. The presentation of this measure has limitations as an analytical tool and should not be considered in isolation, or as a substitute for the Company’s results as reported under GAAP.

The Phoenix Energy designed logo, and our other registered or common law trademarks, service marks, or trade names appearing in the materials are the property of the Company. Solely for convenience, trademarks, tradenames, and service marks referred to in the materials appear without the ®, TM, and SM symbols, but those references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent under applicable law, its rights to these trademarks, tradenames, and service marks. The materials may contain additional trademarks, tradenames, and service marks of other companies that are the property of their respective owners. The Company does not intend our use or display of other companies’ trademarks, trade names, or service marks to imply relationships with, or endorsement or sponsorship of the Company by, these other companies.