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LEGAL DISCLOSURES

Legal Disclaimer

Legal

Last updated: September 8, 2026

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Who we are

In this disclaimer, "Rising Phoenix," "we," "us," and "our" mean Rising Phoenix Resources, LLC and its affiliated companies, including, where the context requires, their principals and the general partners, managers, and servicers of the investment programs they sponsor.

 

Rising Phoenix Resources, LLC serves as general partner or manager of certain programs described on this website. Other Rising Phoenix affiliates serve as sponsor, general partner, manager, or servicer of others, as identified in each program's own offering documents, which control.

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Our offerings

Rising Phoenix sponsors investment programs across multiple asset classes. Depending on the offering, these may include producing oil and gas mineral, royalty, and overriding royalty interests; drilling and other working-interest programs; real estate; private credit and debt strategies; energy and digital infrastructure, including AI data center development; and other growth-oriented opportunities.

 

References on this website to any particular strategy or asset class relate only to the specific offering described in that offering's own documents. Each offering is separate. An investment in one program is not an investment in, and conveys no interest in, any other program, and the strategies, terms, fees, distributions, tax treatment, and risks of each program differ. Information about one program should not be read as descriptive of another.

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Investor eligibility

Most offerings described on this website are made under Rule 506(c) of Regulation D and are available solely to persons who qualify as accredited investors under Rule 501 of Regulation D and applicable state law. Rule 506(c) requires Rising Phoenix to verify accredited status through documentation rather than accept self-certification. Verification is completed before any subscription is accepted, and may be performed on our behalf by an independent verification provider.

 

Certain offerings may be conducted under other exemptions or structures that permit participation by persons who are not accredited investors, where and to the extent the applicable exemption and that offering's documents allow. Eligibility, suitability standards, and any investment limits are set separately for each offering and are stated in its offering documents, which control.

 

Qualifying for an offering is a minimum eligibility requirement. It is not a determination that the offering is suitable or appropriate for you.

 

Nothing on this website constitutes an offer of any program for which general solicitation is not permitted. Interests in our programs have not been registered with the Securities and Exchange Commission or any state securities regulator, and no regulator has passed upon the merits of any offering or the accuracy of this website.

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This website is not an offer

Nothing on this website constitutes an offer to sell or a solicitation of an offer to buy any security. Any offer is made only through the offering documents for a specific offering. Where this website and the offering documents conflict, the offering documents control. No security may be offered or sold in any jurisdiction where that would be unlawful.

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Speculative, illiquid, unsecured

Interests in Rising Phoenix offerings are speculative, illiquid, and unsecured. There is no public market for them and none is expected to develop. Transfer is restricted. Investors should be prepared to hold for the full term of the offering and to bear a complete loss of capital.

 

The specific risks depend on the program and are described in its offering documents. They may include, among others: commodity price volatility and the natural decline of production over time in mineral, royalty, and overriding royalty programs; exploration, dry-hole, mechanical, and operational risk in drilling and working-interest programs; market, occupancy, financing, construction, and valuation risk in real estate; borrower default, collateral, and interest-rate risk in credit and debt strategies; and development, construction, technology, power-supply, tenant-concentration, and counterparty risk in energy and digital infrastructure, including AI data center projects.

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Distributions are not guaranteed

Preferred returns and distributions are paid from available cash flow and reserves. They are not guaranteed, are not debt obligations of Rising Phoenix or any affiliate, and may be reduced, suspended, or discontinued at any time. A preferred return that accrues is not a promise of payment and is payable only from available cash flow as and when the governing documents provide.

 

Royalty income depends on commodity prices, well production performance, decline rates, and operator decisions regarding development and operations, none of which Rising Phoenix controls. Mineral and royalty owners do not control whether, when, or how wells are drilled or operated.

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Targets and projections

Any targeted or projected yield, equity multiple, internal rate of return, or hold period shown on this website is an objective only, based on the sponsor's underwriting assumptions for the intended portfolio. Such figures are not guaranteed, are not a projection of any individual investor's results, and may not be achieved. Actual results may differ materially. Internal rate of return is a time-weighted measure sensitive to the timing of contributions and distributions, and will differ from cash yield.

 

Statements on this website that are not historical fact, including those identified by words such as anticipates, expects, projects, targets, believes, intends, or will, are forward-looking statements involving risks, assumptions, and uncertainties. Rising Phoenix undertakes no obligation to update them.

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Past performance

Historical figures shown on this website, including distribution yields, equity multiples, and internal rates of return, come from Rising Phoenix's internal records and are unaudited. Annual cash yield reflects total cash distributed to investors in a period divided by invested capital. In years that include asset sales, those figures include the return of investors' original capital, not investment profit alone, and they are not internal rates of return or compounded returns.

 

Where an average across programs is shown, it is a simple average of program-level results rather than a composite return. Individual program and investor results vary, and the range of individual results is materially wider than any average shown. Prior programs are separate offerings that differ from any current offering in strategy, terms, fees, vintage, size, and market conditions.

 

Comparisons to stock market indices are provided for general context only. Index total returns and private-program cash distributions are calculated differently and are not directly comparable. Past performance is not indicative of future results.

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Conflicts of interest

Rising Phoenix and its affiliates serve in multiple roles across our offerings, including as sponsor, general partner, manager, and servicer, and receive fees and promoted interests in those capacities. Affiliates may acquire, hold, or sell assets alongside or from our programs. These arrangements present conflicts of interest, which are described in the offering documents for each offering. Read them.

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Distribution and compensation

Interests in certain offerings are distributed through a managing broker-dealer that is a member of FINRA and SIPC, and through selling group members or placement agents it may engage. Where an offering is distributed that way, the managing broker-dealer and any selling group member or placement agent receives compensation in connection with the sale of interests. The amount, form, and payer of that compensation are described in the applicable offering documents, which control. Transaction-based compensation is itself a conflict of interest, because a person who receives it has a financial incentive to recommend an investment.

 

Rising Phoenix does not pay compensation to investment advisers. We do not pay, and do not offer to pay, any commission, revenue share, marketing allowance, solicitation fee, or other consideration to registered investment advisers, wealth managers, family offices, or their firms or personnel in connection with a client's investment in one of our offerings.

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No adviser relationship

Rising Phoenix is the sponsor and issuer of its offerings. Rising Phoenix is not a registered investment adviser and is not acting as an investment adviser, fiduciary, or municipal adviser to you, to any investment professional, or to any investment professional's clients. Nothing on this website creates an advisory or fiduciary relationship.

 

Materials directed to investment advisers, wealth managers, family offices, and other financial intermediaries are provided for their own professional evaluation. An adviser considering an offering for a client is solely responsible for its own due diligence, for determining suitability under its own standards and applicable law, and for meeting its own regulatory, disclosure, and fiduciary obligations to that client.

 

Custody arrangements, platform availability, and operational details described on this website are subject to change and to the policies and eligibility requirements of the applicable custodian or platform.

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Third-party due diligence reports

​Rising Phoenix may make available a due diligence report or similar analysis prepared by an independent third-party due diligence firm. Any such report was prepared by a firm engaged and compensated by Rising Phoenix or by the offering. It is not a recommendation to invest, not an endorsement of Rising Phoenix or any offering, not a rating, and not investment advice. It reflects the preparer's analysis as of its date, based on information available to and provided by us at that time, and is subject to the assumptions, scope, and limitations stated in the report itself. It is not a substitute for your own due diligence or for reading the offering documents.

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Service providers are not endorsers

Rising Phoenix engages independent service providers, which may include custodians, fund administrators and transfer agents, independent auditors, reserve engineers, legal counsel, and due diligence firms. Naming a service provider identifies a relationship only. It is not an endorsement, recommendation, approval, or guarantee by that provider of Rising Phoenix, of any offering, or of any investment, and no service provider has reviewed or approved the content of this website.

 

Where an offering is available for custody at a particular custodian, that reflects the custodian's administrative acceptance of the asset for holding in client accounts. It is not a recommendation, endorsement, due diligence determination, or approval of the offering by that custodian, and it does not mean the custodian has evaluated the merits of the investment.

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Tax matters

Statements regarding tax treatment, including the percentage depletion allowance generally available to owners of mineral and royalty interests, are general in nature and are not tax advice. Tax treatment depends on each investor's individual circumstances and on law that is subject to change. Investors in our funds receive a Schedule K-1, which may be delivered after the standard filing deadline and may require an extension. Consult your own tax advisor.

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Retirement accounts and rollovers

Rising Phoenix does not provide retirement-plan advice and is not a fiduciary to any retirement plan or account. Information on this website about self-directed IRAs, retirement plan rollovers, and holding alternative assets in a retirement account is general in nature and is not a recommendation to roll over, transfer, or distribute assets from any plan or account.

 

Whether a rollover is available or advisable depends on your plan, your account, and your circumstances, and a rollover may have tax consequences. Self-directed IRA custodians and administrators are independent companies. They are not affiliates of Rising Phoenix, we do not control them, and naming one is not a recommendation or endorsement. Consult your own tax and financial advisers, and your plan administrator, before acting.

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Testimonials

Any investor statement appearing on this website reflects the individual experience of the person quoted, was provided voluntarily and without compensation unless otherwise disclosed, and is not representative of every investor's experience. It is not a guarantee of future performance or success.

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Third-party information and media

Market data, industry information, and media coverage referenced on this website are provided for context and come from sources we believe reliable. Rising Phoenix does not independently verify, and does not guarantee, their accuracy or completeness. Media coverage is not an endorsement of any offering, and any award, ranking, or list is not indicative of future performance and was not based on an evaluation of investment results. Links to third-party sites are provided for convenience; we are not responsible for their content or privacy practices.

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Communications and AI assistance

We communicate by email, telephone, text message, voicemail, and on social and professional platforms. Some of those communications are automated or assisted by artificial intelligence, including AI chat assistants, automated messaging, and prerecorded or AI-generated voice messages, as described in our Privacy Policy.

 

AI-assisted communications are for information and scheduling only. An AI assistant does not provide investment advice or recommendations, does not make offers, and cannot agree to terms. Any discussion of an offering's terms happens with our team and is governed exclusively by that offering's documents. If an automated message and the offering documents ever conflict, the offering documents control.

 

You may opt out of marketing communications at any time using the request form at rising-phoenix.com/contact, as described in our Privacy Policy.

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Website content

This website may contain technical inaccuracies or typographical errors, and content may change without notice. Rising Phoenix makes no warranty, express or implied, regarding the website, and disclaims all implied warranties to the fullest extent permitted by law.

 

Maps, diagrams, renderings, and other illustrations are for illustrative purposes only, are not to scale unless stated, do not depict any specific asset, property, well, or project unless expressly identified, and may be created or enhanced using artificial intelligence tools.

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Communications and fraud prevention

Do not transmit account numbers, government identification numbers, or funding instructions to us by unsecured email. Rising Phoenix will never change wire instructions by email. If you receive any communication appearing to come from us that changes payment or funding instructions, do not act on it — call us at 214.443.4817, using the number published here, to confirm.

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Contact

Rising Phoenix Capital Ventures, LLC

 

3824 Cedar Springs Rd #801-1932

 

Dallas, Texas 75219-4136

 

investor_relations@rising-phoenix.com

 

support@rising-phoenix.com

 

214.443.4817 · Monday–Friday, 9:00am–5:00pm Central

 

Written notices to Rising Phoenix should be sent to the address above, marked Attention: Compliance.

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