Notes
Historically, investors have received high rates.
The average rate of return for compounding is determined by dividing the total ROI at maturity by the number of years in the term, assuming the principal remains untouched.
Total estimated value as of 7.15.25
PV-10 of estimated reserves as of Mar, 31 2025, which consists of (a) proved, developed, and producing reserves valued at $751MM; (b) proved undeveloped reserves valued at $473MM; and (c) probable reserves valued at $1,780MM. We calculate PV-10 as the discounted future net cash flows attributable to our proved oil and natural gas reserves before income taxes, discounted at 10% annually. PV-10 is not a substitute for the standardized measure of discounted future net cash flows. Estimates were calculated using an average price equal to the unweighted arithmetic average of hydrocarbon prices received on a field-by-field basis on the first day of each month of the 12 months ended Mar31st, 2025, in accordance with SEC guidelines. Neither PV-10 nor the standardized measure of discounted future net cash flows purport to represent the fair value of our oil and natural gas reserves. Sale proceeds may be significantly lower than estimated reserves. For more information, see the Disclosure.Reviews as of 07.11.24
Disclosures
Adamantium Capital, LLC (“Adamantium” or the “Company”) conducts a debt offering pursuant to Rule 506(c) of Regulation D (“Private Placement Offering”) of the Securities Act of 1933, as amended (the “Securities Act”). The Company is a wholly owned financing subsidiary of its sponsor, Phoenix Energy One, LLC (the “Sponsor” or “Phoenix Energy”) and the proceeds from the Private Placement Offering are loaned to Sponsor pursuant to a loan agreement between the Company and Sponsor.
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.
The Private Placement Offering is exempt from the registration requirements of the Securities Act and only “accredited investors”, as such term is defined in Rule 501 of Regulation D, may invest in such offering. For more details, you can review accreditation requirements here. The Company has posted a private placement memorandum (together with any related amendments and supplements thereto, the “private placement memorandum”) on its website, which can be accessed via the following link: PHXEnergy.co/Adamantium-Offering.
While the Sponsor and the Company may use general solicitation and general advertising with respect to the Private Placement Offering, which may be conducted through a number of different means, including, among others, the internet, social media, seminars/webinars, and print, the Sponsor will take reasonable steps to verify that the purchasers investing in such offering meet the applicability suitability standards criteria, including being an “accredited investor” if purchasing securities pursuant to the Private Placement Offering. To that end, investors wishing to purchase securities in such offering will be required to provide certain supporting materials and other information to the Company and the Sponsor for the purpose of verifying “accredited investor” status. Any investment decision will be made only based on the information included in, and for the securities described in, the related offering documents.
Certain of the Sponsor’s’s non-executive personnel are licensed registered representatives of Dalmore Group, LLC. These registered representatives conduct securities business through Dalmore, a registered broker-dealer and member of FINRA/SIPC. Dalmore is not affiliated with Adamantium or the Sponsor.
Investing is subject to 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 for the Private Placement Offering. The Private Placement Offering is speculative and illiquid and past performance is not indicative of future results.
The materials set forth on the Company’s website and presentations were prepared by the Sponsor and the analyses contained therein are based, in part, on certain assumptions made by and information obtained from the Sponsor and/or from other sources. The information may not be comprehensive and has not been subject to any independent audit or review. The Sponsor’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. Neither the Sponsor nor the Company makes 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 accepts 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 or the Sponsor. The Company, the Sponsor and their 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, the Sponsor nor any of their 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 Sponsor’s current views with respect to, among other things, the Sponsor’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 Sponsor’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 or the Sponsor’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 Sponsor has continued access to adequate sources of capital to fund operations. The Sponsor’s expectations, beliefs, and projections are expressed in good faith, and the Sponsor’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.
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 Sponsor has identified in its offering documents 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 Sponsor 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. Neither the Company nor the Sponsor undertakes any 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.
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 Sponsor discloses estimated proved reserves and estimated probable reserves in its filings with the SEC. The Sponsor’s estimated reserves are prepared by the Sponsors 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 Sponsor’s filings with the SEC. In these materials, the Sponsor may use the terms “resources,” “resource potential” or “potential resources,” which SEC guidelines prohibit issuers from including in filings with the SEC. “Resources,” “resource potential” or “potential resources” refer to theSponsor’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 provides additional data. In addition, the Sponsor’s 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. In the event of any such sale, proceeds to the Sponsor 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 Sponsor presents “EBITDA” as a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. The Sponsor believes this measure can assist investors in comparing the Sponsor’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 Sponsor’s operating performance, while other measures can differ significantly depending on long term strategic decisions regarding capital structure, capital investments, etc. The Sponsor’s management uses these non-GAAP measures to supplement GAAP measures of performance in the evaluation of the effectiveness of the Sponsor’s business strategies and to make budgeting decisions. The Sponsor’s 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 Sponsor’s results as reported under GAAP.
The Phoenix Energy designed logo, and our other registered or common law trademarks, service marks, or trade names appearing in the materials are the property of the Sponsor. 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 Sponsor does not intend the use or display of other companies’ trademarks, trade names, or service marks to imply relationships with, or endorsement or sponsorship of Phoenix Energy or Adamantiumby, these other companies.
Risk Factors
An investment in the Private Placement Offerings or any offering is highly speculative and suitable only for persons or entities that are able to evaluate the risks of the investment and an investment should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Prospective investors should consider the following risks, as well as the other risk factors set forth in our offering materials before purchasing the bonds being offered in the Private Placement Offering.
Risks Related to the Bonds and to the Private Placement Offering Include, Among Other Risks:
We may not have sufficient cash to pay any interest or principal on the bonds and our total indebtedness could limit our cash flow available for operations, exposing us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the bonds.
The bonds are effectively subordinated to our current and future secured indebtedness and that of our Sponsor. Bonds of longer terms may be subject to higher risk. There is no established trading market for the bonds, and one is not expected.
The Company is subject to regular and balloon payments of principal and interest which may impact our ability to service debt and other obligations.
Investors in the bonds have limited ability to require the Company to redeem their bonds, but the Company may redeem all or any part of the bonds that have been issued and holders may be unable to reinvest the proceeds at either the same or higher rate of return.
The Sponsor is conducting other offerings and this
Risks Related to the Sponsor’s Business and Operations Include, Among Other Risks:
The business of drilling and extracting minerals and acquisition of mineral rights are highly competitive and the business involves many uncertainties.
The business is sensitive to the price of oil and gas and declines in prices may adversely affect us.
The Sponsor has limited operating history and has experienced significant business growth in a short time making it difficult to evaluate its business and prospects.
The Sponsor’s estimated reserve quantities and future production rates are based on many assumptions that may prove to be inaccurate, and the undeveloped reserves may take longer and may require higher levels of capital expenditures than currently anticipated.
The Sponsor’s hedging activities could result in financial losses and reduce earnings.
The business is subject to significant government regulations and governmental authorities could delay or deny permits and approvals or change legal requirements that could adversely impact the business plan and strategy.
The business could be adversely impacted by unfavorable economic and political conditions.