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To participate in the Registered Offering investors do not need to qualify as “accredited investors” as defined in Rule 501 of Regulation D. Accredited investors are defined as individuals with a net worth over $1 million (excluding primary residence) or income over $200,000 (individual) or $300,000 (household) in each of the prior two years, with a reasonable expectation of the same in the current year. Please refer to the Company’s filings with the SEC for more information.

For more detailed information about the Registered Offering, we invite you to join an upcoming investor webinar. The webinar is less than an hour and explains our business and the new investment opportunity. You can also purchase the Registered Offering corporate notes through Phoenix Energy’s online investment portal.

The notes are offered through Dalmore Group, LLC (“Dalmore”), a member of FINRA/ SIPC. Dalmore and Phoenix Energy are not affiliated. 

The offering may be made only by means of a prospectus. Before investing, any investor should read the prospectus and the other documents Phoenix Energy has filed with the SEC, which may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, a copy of the applicable offering documents may be obtained directly from Phoenix Energy or a registered representative of Dalmore or by calling 303.376.9778.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. Any offers, solicitations, or offers to buy, or any sales of, these securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

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The Company raised $54,080,460 million through the sale of 2,704,023 Preferred Shares at a public offering price of $20.00 per share.

In accordance with the terms of the Company’s Preferred Shares, a short-period initial distribution of $0.11111 per share is payable on October 15, 2025, to holders of record on October 1, 2025.

Digital Offering LLC acted as the lead selling agent for the initial public offering. Latham & Watkins LLP acted as legal counsel to the Company.

“We are truly excited for Phoenix Energy to begin trading under PHXE.P on the NYSE American. The team at Phoenix Energy successfully ran their Preferred Share IPO on a tight timeline of just over three weeks while other deals in the market were struggling to gain traction. It was impressive to see what their team is capable of,” said Mark Elenowitz, Managing Director of Digital Offering LLC.

To learn more about Phoenix Energy, visit the Company’s website at https://phoenixenergy.com.

About Phoenix Energy:

Phoenix Energy One, LLC, doing business as Phoenix Energy, is an energy company formed in 2019. The company is focused on oil and gas exploration and production across key U.S. basins, with a primary footprint in the Williston Basin in North Dakota and Montana. Phoenix Energy operates under a three-pronged strategy of direct drilling, royalty acquisition, and non-operated working interests.

Phoenix Energy is headquartered in Irvine, CA, with offices in Denver, CO, Dallas, TX, Fort Lauderdale, FL, Casper, WY, and Dickinson and Williston, ND, with more than 165 employees across these seven locations.

Contact Phoenix Energy:

Investor Relations
investorrelations@phoenixenergy.com
303.376.9778

About Digital Offering:

Digital Offering, LLC, doing business as Digital Offering, is a leader in crowd-financed public offerings and an investment bank with a focus on technology and innovation, utilizing the Jumpstart Our Business Startups Act, also known as the JOBS Act.

Disclaimer:

This press release contains forward-looking statements, which are statements regarding all matters that are not historical facts 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 it 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 press release, the Final Offering Circular and Phoenix Energy’s other filings with the SEC. You are cautioned that the forward-looking statements included in this press release 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 in this press release speaks only as of the date of this press release, and Phoenix Energy undertakes no obligation to publicly update any forward-looking statement except as may be required by law.

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The Preferred Shares are expected to begin trading on NYSE American LLC under the ticker symbol “PHXE.P” on Tuesday, September 30, 2025.

Phoenix Energy has previously raised more than $1 billion in capital through the Company’s various debt offerings.

“The successful closing of our initial public offering of Preferred Shares marks another step in Phoenix Energy’s strategy. The funds raised will contribute to our ongoing growth as a significant U.S. oil producer in the Williston Basin,” said Adam Ferrari, CEO of Phoenix Energy.

“Today, we build on our previous fundraising efforts and continued execution of our three-pronged strategy of direct drilling, royalty acquisition, and non-operated working interests. We are grateful to all our investors and are excited for the journey ahead,” added Mr. Ferrari.

In accordance with the terms of the Company’s Preferred Shares, a short-period initial distribution of $0.11111 per share is payable on October 15, 2025, to holders of record on October 1, 2025.

Digital Offering LLC acted as the lead selling agent for the initial public offering. Latham &
Watkins LLP acted as legal counsel to the Company.

To learn more about Phoenix Energy, visit the Company’s website at https://phoenixenergy.com.

About Phoenix Energy:

Phoenix Energy One, LLC, doing business as Phoenix Energy, is an energy company formed in 2019. The company is focused on oil and gas exploration and production across key U.S. basins, with a primary footprint in the Williston Basin in North Dakota and Montana. Phoenix Energy operates under a three-pronged strategy of direct drilling, royalty acquisition, and non-operated working interests.

Phoenix Energy is headquartered in Irvine, CA, with offices in Denver, CO, Dallas, TX, Fort Lauderdale, FL, Casper, WY, and Dickinson and Williston, ND, with more than 165 employees across these seven locations.

Contact Phoenix Energy:

Investor Relations
investorrelations@phoenixenergy.com
303.376.9778

About Digital Offering:

Digital Offering, LLC (“Digital Offering”) is a next-generation investment bank and a leader in crowd-financed public offerings. The firm partners with high-quality private and public growth companies to access U.S. capital markets and achieve their growth objectives. With a strong focus on technology and innovation, Digital Offering applies traditional investment banking best practices to the Jumpstart Our Business Startups (JOBS) Act to maximize deal awareness and connect issuers with the right investors.

Disclaimer:

This press release contains forward-looking statements, which are statements regarding all matters that are not historical facts 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 it 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 press release, the Final Offering Circular and Phoenix Energy’s other filings with the SEC. You are cautioned that the forward-looking statements included in this press release 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 in this press release speaks only as of the date of this press release, and Phoenix Energy undertakes no obligation to publicly update any forward-looking statement except as may be required by law.

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Q2 2025 Highlights

• Generated revenue of $163.8 million (an increase of 105% from Q2 2024), net income of $18.7 million (an increase of 123% from Q2 2024) and EBITDA  of  $92.0 million (an increase of 81% from Q2 2024).
• Added a third drilling rig to operations in the Williston Basin
• Achieved the Company’s longest horizontal well to date on the Daniel Ferrari pad 3-10-15-22 1H, with a lateral length of 19,520 feet or nearly 4 miles.
• Placed into production the Company’s first two operated pads in Montana
• Expanded our term loan facility by $50 million pursuant to our amended and restated credit agreement (“Term Loan”)

Financial Results

(1) EBITDA is a non-GAAP measure. See “Non-GAAP Financial Measures” below for a reconciliation to net income, the most directly comparable financial measure under GAAP.

Net income for the three months ended June 30, 2025 increased $10.3 million, or 123%, as compared to the three months ended June 30, 2024. The increase was largely driven by higher income from operations of $20.1 million, primarily due to higher operated production volumes sold by the Company, and higher gain on derivatives of $8.9 million, partially offset by higher interest expense, net of $19.0 million due to increased sales of our debt securities and increased interest under our Term Loan that was not payable in the prior year period.

Operational Results

During the quarter, the Company achieved the following operational results:

• The Company produced 23,822 barrels of oil equivalent per day, including oil, natural gas and natural gas liquids. The Company, through its wholly owned subsidiary, Phoenix Operating LLC, drilled 25 gross and 23.2 net productive development wells during the three months ended June 30, 2025 and have 32 gross and 26.6 net development wells in progress as of June 30, 2025.
• The Company contracted its 3rd drilling rig and embarked upon drilling the first full pad of 4-mile lateral wells in the Williston Basin.
• The Company hydraulically fractured its longest laterals to date in the Williston Basin of 3.75 miles and anticipates production from these wells in the 3rd quarter.
• The Company put online a 12-well pad in Dunn County, North Dakota in the Williston Basin.
• The Company reached a new high for operated oil production of 29,565 barrels of oil per day on July 1st.

From Adam Ferrari, Chief Executive Officer

“The Company’s continued focus on operational excellence was reflected through strong performance in a less than favorable macro-economic environment. We added our third drilling rig and continue to see results from our concentrated efforts in the Williston Basin. This momentum is partly attributed to our team in the field, who continue to set performance records for drilling depth and speed.”

Phoenix Energy will host a webcast on August 21, 2025, at 5:00 PM PDT to discuss these results. Participants may access the webcast and presentation materials on the Company’s investor‑relations website at https://phoenixenergy.com/investor-relations/.

The Form 10-Q filing can be viewed in its entirety via the SEC’s Edgar database.

About Phoenix Energy

Founded in 2019 and headquartered in Irvine, California, Phoenix Energy is an innovative energy company specializing in oil production, mineral rights royalty acquisition, and non-operating working interests. Phoenix Energy’s drilling operations are currently focused on the Williston Basin (North Dakota and Montana), as well as the Powder River and Denver-Julesburg Basins (Wyoming and Colorado). Its royalty and working interest acquisitions target mineral, leasehold, overriding, and perpetual royalty interests across major U.S. basins.

Non-GAAP Financial Measures

This press release contains “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.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, which are statements regarding all matters that are not historical facts. Forward-looking statements may be identified using words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts.

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. You are cautioned that the forward-looking statements contained in this press release are not guarantees of future performance, and we cannot assure you that such statements will be realized or that the forward-looking events and circumstances will occur. All forward-looking statements in this press release are made only as of the date of this press release, based on information available to Phoenix Energy as of the date of this press release, and you are cautioned not to place undue reliance on forward-looking statements considering the risks and uncertainties associated with them.

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 our quarterly report(s) filed on Form 10-Q 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.

Phoenix Energy One, LLC and Subsidiaries Reconciliation of Non-GAAP Measures

The following tables show a reconciliation of EBITDA to net income (loss), the most comparable GAAP measure, for the periods presented:

Contact

Company: Phoenix Energy One, LLC
Email: InvestorRelations@phoenixenergy.com
Address: 18575 Jamboree Road, Suite 830, Irvine, CA 92612
Phone: 949-416-5037

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This update includes a discussion of key milestones reached in Q2 2025, along with a review of capital deployment, production volumes, and the operational efficiencies Phoenix Energy has implemented to drive future growth. The company’s financial performance for Q2 and continued progress across core business lines will also be covered.

This event has transpired.

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Raised in northeast Texas, Patton’s passion for energy runs deep, inspired by a family legacy in oil and gas and early experiences through FFA and 4-H. His goal: to develop engineering solutions that increase efficiency, reduce environmental impact, and prepare the industry for the future.

“Phoenix Energy’s scholarship is not just an investment in me, but is also an act of faith in the future,” said Patton. “Through their generous support, I will be able to join others at Texas Tech University in obtaining a quality education, mentorship, and experience that will position me to make a real and lasting difference. I aspire to not only improve how we extract and use energy, but also help shape the future of an industry. I am deeply grateful to Phoenix Energy for this honor.”

Phoenix Energy CEO Adam Ferrari praised Patton not only for his academic accomplishments, but also for his grounded vision.

“Brody’s story reflects both a respect for the industry’s roots and a clear vision for its future,” said Ferrari. “His commitment to responsible innovation is exactly what this scholarship is meant to encourage.”

The Phoenix Energy Scholarship is part of the company’s FUEL Program (Fostering Unity, Empowering Leadership), which invests in future energy leaders through education, mentorship, and support.

Learn more about the Phoenix Energy Scholarship at phoenixenergyscholarship.com.

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This update includes a discussion of key milestones reached in Q1 2025, along with a review of capital deployment, production volumes, and the operational efficiencies Phoenix Energy has implemented to drive future growth. The company’s financial performance for Q1 and continued progress across core business lines will also be covered.

This event has transpired.

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