Phoenix Disclaimer

Phoenix Capital Group Holdings, LLC (the “Company”) conducts offerings pursuant to Rule 506(c) under Regulation D and Rule 251(a)(2) under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). Offerings under Regulation D and Regulation A of the Securities Act are exempt from the registration requirements of the Securities Act.

• Rule 506(c) under Regulation D – The Company’s offerings under Regulation D are open to “ACCREDITED INVESTORS” only, as such term is defined in Rule 501 under Regulation D. For the avoidance of doubt, individuals (i.e., natural persons) may qualify as “accredited investors” based on wealth and income thresholds, as well as other measures of financial sophistication. For example, individuals may qualify as “accredited investors” if they have (i) net worth over $1 million, excluding primary residence (individually or with spouse/partner), or (ii) income over $200,000 (individually) or $300,000 (with spouse/partner) in each of the prior two years, and reasonably expect the same for the current year. In addition, certain entities (i.e., not natural persons) may qualify as “accredited investors.”

With respect to the Company’s offerings under Regulation D, the Company has posted a private placement memorandum (including supplements, exhibits, and other materials) on its website, which can be accessed via the following link: https://phxcapitalgroup.com/investment-offerings/. Before you invest in the Company’s offerings under Regulation D, you should read the private placement memorandum in full for more information about the Company and offering, including the risks associated with the business and securities and the definition of “accredited investor” included therein.

• Rule 251(a)(2) under Regulation A (Tier 2) – The Company’s offerings under Regulation A are Tier 2 offerings that are open to the general public. Pursuant to Rule 251(d)(2)(i)(C), no sale of securities may be made to an investor that is not an “accredited investor” if the aggregate purchase price to be paid by such investor for the securities is more than 10% of the greater of (i) for individuals (i.e., natural persons), such person’s net worth (excluding primary residence) or annual income, and (ii) for entities (i.e., not natural persons), such entity’s revenue or net assets (as of the entity’s most recent fiscal year end).

With respect to the Company’s offerings under Regulation A, the Company has filed an offering statement (together with any related amendments and supplements thereto, the “offering circular”) on Form 1-A (File No. 024-11723) with the Securities and Exchange Commission. You can obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies can be obtained from the Company’s website, which can be accessed via the following link: https://phxcapitalgroup.com/investment-offerings/. Before you invest in the Company’s offerings under Regulation A, you should read the offering circular in full for more information about the Company and offering, including the risks associated with the business and securities and the description of the investment limitations therein.

Importantly, qualification of the offering circular by the SEC does not mean that the SEC has assessed or approved the accuracy of the offering circular or the merits of the securities offered. During any period in which the offering circular is pending qualification by the SEC (i) no money or other consideration will be solicited, and if sent, will not be accepted, (ii) no securities shall be sold and no offers to buy securities shall be accepted until such filed offering circular is qualified by the SEC, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date, and (iii) any indication of interest tendered to the Company involves no obligation or commitment of any kind.

The Company’s offerings under Regulation A are continuous pursuant to Rule 251(d)(3) under Regulation A.

Investors in the Company’s offerings will be clients of the Company and not Dalmore Group, LLC (“Dalmore”), a registered broker-dealer and member FINRA/SIPC. Dalmore’s role is to facilitate back office and regulatory functions related to the Company’s offerings under Regulation A and Dalmore acts only as the broker/dealer of record for the Company’s offerings under Regulation A and Regulation D. Dalmore is not providing investment advice or recommendations, or legal or tax advice.

The Company does not intend for the materials set forth on its website and presentations  to constitute an offer to sell or a solicitation of an offer to buy any security. The Company intends all offers to be made only by the private placement memorandum (in the case of the Company’s offerings under Regulation D) or the offering circular (in the case of the Company’s offerings under Regulation A).

Investing is subject to certain 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 (in the case of the Company’s offerings under Regulation D) or the offering circular (in the case of the Company’s offerings under Regulation A).

The materials set forth on the Company’s website and presentations were prepared by the Company and the analyses contained in it 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 accept 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 believe 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 circular under “Risk Factors.” 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 as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

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 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 provide 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 for. 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, 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 Capital Group 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.