Private Placement Memorandum

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Disclosure

THIS WEBSITE AND ITS CONTENT DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. Securities offered through Crescent Securities Group, Inc. (“Crescent”), member FINRA/SIPC, pursuant to a registration statement and prospectus or private placement memorandum, as applicable, and only where lawful.

Phoenix Energy One, LLC, and/or its affiliates (“Phoenix Energy” or the “Company”) conduct offerings pursuant to a registration statement (including prospectus) filed with the SEC or an exemption from registration, typically Rule 506(c) of Regulation D promulgated under the Securities Act of 1933, as amended, pursuant to a private placement memorandum (as the same may be amended).

Our exempt offerings, typically, are only open to “accredited investors,” as defined in Rule 501 Regulation D, and you can review accreditation requirements here . For our registered offerings, investors meeting certain suitability requirements, which may be found in the prospectus for the applicable registered offering.

The oil exploration, speculation and transmission industries are heavily regulated and involve a significant degree of risk. For a complete discussion of risks, you should carefully review the registration statement and prospectus, or private placement memorandum, for the applicable offering prior to making any decision to invest. These documents may be obtained at phxoffering.com. An investment involves risk, including possible loss of principal and may be illiquid or unsecured. Investors should always conduct their own due diligence and consult with an attorney, accountant and/or financial advisor. Past performance does not guarantee future results.

The information and analyses set forth on the Company’s website were prepared by the Company using certain assumptions and information obtained from third party sources. 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 presented on this website and cannot accept, and expressly disclaims, any and all liability with regard to the same. The information and opinions on this site are provided as of the date specified therein, are subject to change without notice.

The website includes forward-looking statements that reflect the Company’s current views with respect to the Company’s future growth, operations, and financial performance, including but not limited to any outlook, targets, or projections. 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. Such statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Such Forward-looking statements 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. The Company undertakes no obligation to publicly update or revise any forward-looking statement, 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. These are prepared by the Company’s internal reservoir engineer and comply with definitions promulgated by the SEC, but 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. On this site, the Company may use the terms “resources,” “resource potential” or “potential resources,” which SEC guidelines prohibit issuers from including in filings with the SEC and refer to the Company’s internal estimates of hydrocarbon quantities that may be potentially discovered 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 ultimately recovered may differ substantially. 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, which may be less than the value of the estimated reserves.

The Company presents “EBITDA” as a supplemental measure of financial performance that is not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). 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 and to provide what is believed by management to be a more complete understanding of the factors and trends affecting the business than GAAP results alone provide. 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 (collectively, “Marks”) appearing on this site are the property of the Company. Solely for convenience, such 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 of law, its rights to these Marks. The materials may contain additional Marks of other companies that are the property of their respective owners. Their use or display of should not imply relationships with, endorsement or sponsorship of the Company by those companies.

Certain of Phoenix Energy’s non-executive personnel are licensed registered representatives of Crescent. Crescent and Phoenix Energy are not affiliated.

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