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LEGAL DISCLOSURES

Disclosures

Legal

Last updated: August 18, 2026

Rising Phoenix Resources, LLC and its affiliated companies (together, "Rising Phoenix," "we," or "us") sponsor and manage private investment offerings in oil and gas mineral and royalty interests.

Our offerings are private placements

Rising Phoenix offers securities in private placements exempt from registration under Regulation D, Rule 506(c) of the Securities Act of 1933. These securities have not been registered under the Securities Act or under the securities laws of any state, and are offered and sold in reliance on exemptions from registration.

Neither the U.S. Securities and Exchange Commission nor any state securities regulator has approved or disapproved of these securities, passed upon the merits of any offering, or passed upon the accuracy or adequacy of any offering materials. Any representation to the contrary is a criminal offense.

Rising Phoenix files a Form D with the SEC for each offering and makes the notice filings required by the states in which securities are sold. A notice filing is an administrative filing. It is not a review, an approval, or an endorsement by any state.

Accredited investors only, and we must verify

Only accredited investors, as that term is defined in Rule 501 of Regulation D, may invest in our offerings.

Because our offerings are made under Rule 506(c), general solicitation is permitted, and in exchange the rule requires the issuer to take reasonable steps to verify that every purchaser is accredited. Self-certification alone does not satisfy this standard. Rising Phoenix completes verification — generally through a written confirmation from a licensed attorney, certified public accountant, registered investment adviser, or registered broker-dealer, or through a qualified third-party verification service — before a subscription is accepted. Providing information to us, or being permitted to review offering materials, does not mean a subscription has been accepted.

Rising Phoenix and its covered persons are subject to the disqualification provisions of Rule 506(d) and conduct the factual inquiry that rule requires.

Nothing on this website is an offer

The information on this website is general and for informational purposes only. It is not an offer to sell, or a solicitation of an offer to buy, any security, and no security will be offered or sold in any jurisdiction where that offer or sale would be unlawful before registration or qualification.

Any offer is made solely through the confidential private placement memorandum, limited partnership agreement, subscription agreement, and related offering documents for a specific offering. Those documents contain material information, including a full statement of risks, fees, conflicts of interest, and terms, that is not on this website. Where this website conflicts with the offering documents, the offering documents control.

How we are and are not regulated

Rising Phoenix Capital Ventures, LLC files with the SEC as an Exempt Reporting Adviser and is not registered as an investment adviser with the SEC or with any state. Rising Phoenix is not a registered broker-dealer, is not a member of FINRA or SIPC, and is not a bank. No Rising Phoenix personnel are registered representatives of any broker-dealer.

Rising Phoenix funds are not registered as investment companies under the Investment Company Act of 1940, in reliance on available exemptions. Investors in these funds therefore do not receive the protections of that Act.

Investments in our offerings are not bank deposits, are not insured by the FDIC, SIPC, or any government agency, and are not guaranteed by Rising Phoenix or any affiliate.

Risk of loss

Investing in these offerings is speculative and involves substantial risk, including the risk of losing your entire investment. Interests are illiquid, no public market exists or is expected to develop, and transfer is restricted by the governing documents and by securities laws. Distributions, including any preferred return, are paid from available cash flow and reserves, are not guaranteed, and may be reduced, suspended, or discontinued. An investment should be made only by persons able to bear these risks and to withstand a total loss of capital.

Forward-looking statements

Statements on this website that are not statements of historical fact are forward-looking. Words such as "will," "expect," "anticipate," "believe," "estimate," "intend," "project," "target," "should," and similar expressions identify forward-looking statements, as do all targeted or projected yields, equity multiples, internal rates of return, hold periods, and distribution expectations.

Forward-looking statements rest on assumptions about future events that may not prove correct, including assumptions about commodity prices, well production performance, operator decisions, acquisition pricing, and the pace of capital deployment. Actual results may differ materially. No representation is made that any target or projection will be achieved. The safe harbor for forward-looking statements under the Private Securities Litigation Reform Act does not apply to statements made in connection with a private offering. Rising Phoenix undertakes no obligation to update any forward-looking statement.

Performance information

Any historical performance shown on this website reflects results of prior offerings that held different assets under different structures, terms, and market conditions. Past performance is not indicative of future results and is not a guarantee of the performance of any current offering.

Where a distribution figure includes proceeds from the sale of assets, that portion represents a return of investor capital rather than operating income, and the composition is identified in the footnote accompanying the figure. Distribution yield figures are not internal rates of return, are not annualized rates of return, and are not a measure of profit. Every performance figure on this website must be read together with its accompanying footnote.

Testimonials

Any investor statements shown on this website reflect the individual experience of that investor at a particular time. They are not representative of the experience of all investors, are not a guarantee of future performance, and should not be relied upon as an indication of results any investor will achieve. Investors shown were not compensated for their statements.

No advice

Rising Phoenix does not provide investment, legal, tax, or accounting advice, and nothing on this website is a recommendation to buy or sell any security. Prospective investors must conduct their own due diligence and consult their own independent financial, legal, and tax advisors before investing.