PRIVATE PLACEMENT Bond Offering

Private Placement Memorandum

Phoenix Energy One, LLC (“Phoenix”) is conducting offerings of debt securities pursuant to an exemption from registration under Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the “Act”). In addition, Adamantium Capital, a wholly owned financing subsidiary of Phoenix, is conducting an offering of debt securities pursuant to Rule 506(c) of Regulation D of the Act (the “Adamantium Offering”) and loans the proceeds of such offerings to Phoenix. The securities are offered through Crescent Securities Group, Inc., a member of FINRA/ SIPC (finra.org/sipic.org), who is not affiliated with Phoenix although certain non-executive personnel of Phoenix are registered representatives of Crescent. Only “accredited investors”, as such term is defined in Rule 501 of Regulation D of the Act, may invest in such offerings. Participation in the offerings are subject to certain criteria, including financial suitability. Before investing, you should read all of the relevant offering documentation available from Phoenix or Crescent at phxoffering.com. The securities offered are speculative, unsecured, illiquid, and you may lose some or all of your investment. Past performance is not indicative of future results. 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.

Regulation D | Last Updated: May 14, 2025

Private Placement Memorandum

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