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How to Purchase Phoenix Energy’s Preferred Shares

12.5% to 13.8% Effective Annual Yield¹

Review the Offering Circular before investing.

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  1. Receive a 10% distribution for the first three years based on a $25 liquidation preference which equates to a 12.5% effective annual yield based on a $20 IPO purchase price. The distributions will escalate to 10.5% in year 4 and 11% in year 5 equating to a 13.1% and 13.8% effective annual yield respectively. “Effective annual yield” means ONLY the yield, expressed as a percentage, when the distributions payable in a given year is calculated based on the original IPO purchase price of $20 per share and NOT the liquidation preference of $25 per share. “Effective annual yield” should NOT be read as a projection of total return associated with a purchase of preferred shares, which will be impacted by various factors, including the price at which preferred shares may be bought and/or sold in the traded market. Assumes a purchase price of $20 per share. Payment of distributions is subject to the board of directors declaring a distribution and Phoenix being permitted to pay in accordance with applicable law and any contractual limitations related thereto.
Preferred Shares Offering Overview

Purchase at $20 per share and receive fixed distributions based on a $25 liquidation preference.

Redeemable by Phoenix

Phoenix may redeem any or all of the Preferred Shares at $27.50 per Preferred Share plus accumulated and unpaid distributions.³

WHY INVEST WITH PHOENIX ENERGY?

Phoenix Energy offers income-focused investors a differentiated opportunity: preferred equity tied to a company with active oil and gas operations and holdings across established U.S. basins. Backed by deep industry experience and tangible energy assets, this offering is designed to provide exposure to consistent distributions, long-term potential, and access to public market liquidity.

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Attractive Distributions

Earn 10% annually, increasing to 11% over time—equivalent to a 12.5% to 13.8% effective annual yield based on the $20 offering price.²

Publicly Traded on NYSE American

Shares are expected to be listed on NYSE American under the symbol PHXE.P.¹

  1. We have applied for listing with the NYSE American and if not approved, we will not complete the offering. To qualify for such listing, this offering must meet the following minimum quantitative standards of NYSE American: (i) a price per Preferred Share of $10.00; (ii) 800 public holders of 100 Preferred Shares or more; (iii) 400,000 publicly held Preferred Shares; and (iv) an aggregate market value of publicly held Preferred Shares of $15.0 million. No guarantee can be given that we will be approved for listing or when such listing may occur.
  2. Receive a 10% distribution for the first three years based on a $25 liquidation preference which equates to a 12.5% effective annual yield based on a $20 IPO purchase price. The distributions will escalate to 10.5% in year 4 and 11% in year 5 equating to a 13.1% and 13.8% effective annual yield respectively. “Effective annual yield” means ONLY the yield, expressed as a percentage, when the distributions payable in a given year is calculated based on the original IPO purchase price of $20 per share and NOT the liquidation preference of $25 per share. “Effective annual yield” should NOT be read as a projection of total return associated with a purchase of preferred shares, which will be impacted by various factors, including the price at which preferred shares may be bought and/or sold in the traded market. Assumes a purchase price of $20 per share. Payment of distributions is subject to the board of directors declaring a distribution and Phoenix being permitted to pay in accordance with applicable law and any contractual limitations related thereto.
  3. Each Preferred Share has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless redeemed by the Company.

WHY INVEST WITH PHOENIX ENERGY?

Phoenix Energy offers income-focused investors a differentiated opportunity: preferred equity tied to a company with active oil and gas operations and holdings across established U.S. basins. Backed by deep industry experience and tangible energy assets, this offering is designed to provide exposure to consistent distributions, long-term potential, and access to public market liquidity.

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Disclosures

Phoenix Energy One, LLC (“Phoenix Energy”) is offering (the “Offering”) Series A Cumulative Redeemable Preferred Shares (“Preferred Shares”) through the use of an Offering Statement that has been qualified by the Securities and Exchange Commission under Tier II of Regulation A of the Securities Act of 1933, as amended. Before you invest, you should read the Final Offering Circular that forms a part of the Offering Statement, which may be obtained from: https://phxenergy.co/preferred-offering-circular. 

This website contains forward-looking statements, which are statements regarding all matters that are not historical facts. They appear in a number of places throughout this website and include statements regarding  Phoenix Energy’s current views, hopes, intentions, beliefs, or expectations concerning, among other things, its results of operations, financial condition, liquidity, prospects, growth, strategies, and position in the markets and the industries in which its operates. 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.

 Forward-looking statements are based on Phoenix Energy’s beliefs, assumptions, and expectations, taking into account currently known market conditions and other factors. Phoenix Energy’s ability to predict results or the actual effect of future events, actions, plans, or strategies is inherently uncertain and involves certain risks and uncertainties, many of which are beyond its control. Phoenix Energy’s actual results and performance could differ materially from those set forth or anticipated in its forward-looking statements. Factors that could cause Phoenix Energy’s actual results to differ materially from the expectations described in the forward-looking statements include, but are not limited to, the factors described in its Final Offering Circular entitled “Risk Factors.”. Oral information provided in connection with presentations or discussions with investors may similarly include forward looking statements. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements included in this website, the Final Offering Circular and Phoenix Energy’s other filings with the SEC. You are cautioned that the forward-looking statements included in this website are not guarantees of future performance, and there can be no assurance that such statements will be realized or that the forward-looking events and circumstances will occur. Any forward-looking statement made by Phoenix Energy speaks only as of the date on which it is made, and Phoenix Energy undertakes no obligation to publicly update any forward-looking statement except as may be required by law.

 The Preferred Shares are highly speculative. Investing in these securities involves significant risks. The investment is suitable only for investors who can afford to lose their entire investment. Investors must understand that such investment could be illiquid for an indefinite period of time. There is no existing public trading market for the Preferred Shares. Phoenix Energy has applied to list the Preferred Shares on the NYSE American LLC (“NYSE American”) under the symbol “PHXE.P.” If approved, Phoenix Energy intends to list the Preferred Shares on NYSE American following certification of Phoenix Energy’s Form 8-A to be filed prior to closing of the Offering. If the Preferred Shares are not approved for listing on NYSE American, the Offering will not be completed. No assurance can be given that Phoenix Energy’s application to list on NYSE American will be approved or that, if the Offering is consummated an active trading market for the Preferred Shares will develop. 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.

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