Core Points - John M. Hooks has disposed of 269,900 common shares of PHX Energy Services Corp, representing 0.6% of the outstanding shares [1][2] - Following the sale, Mr. Hooks' ownership decreased from approximately 10.2% to 9.6%, now holding 4,362,176 common shares [2] - The total value of the disposed shares was $2,164,598, averaging $8.02 per share, and the sale was conducted for personal financial reasons [2] Company Information - Prior to the disposition, Mr. Hooks owned or controlled 4,632,076 common shares of PHX Energy Services Corp [2] - The disposition was executed through the Toronto Stock Exchange [1] - Mr. Hooks may adjust his shareholdings in PHX in the future based on market conditions [2]

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among WHITEHAWK ACQUISITION, INC., a Delaware corporation, WHITEHAWK MERGER SUB, INC., a Delaware corporation, and PHX MINERALS INC., a Delaware corporation Dated as of May 8, 2025 TABLE OF CONTENTS | ARTICLE 1 THE OFFER | | 3 | | --- | --- | --- | | 1.1 | The Offer | 3 | | 1.2 | Company Actions | 8 | | | ARTICLE 2 THE MERGER | 9 | | 2.1 | The Merger | 9 | | 2.2 | Closing and Effective Time of the Merger | 10 | | 2.3 | Governance Matters | 11 | | | ARTICLE 3 C ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Commission File Number 001-31759 PHX MINERALS INC. (Exact name of registrant as specified in its charter) DELAWARE 73-1055775 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1320 South University Drive, Suite 720, Fort Worth, Texas 76107 (Address of principal executive offices) Registrant's telephone number including area code (405) 948-1560 Securities registered pursuant in ...

FORT WORTH, Texas, May 8, 2025 /PRNewswire/ -- PHX MINERALS INC., "PHX" or the "Company" (NYSE: PHX), today reported financial and operating results for the quarter ended March 31, 2025.Summary of Results for the Quarter Ended March 31, 2025 Net income was $4.4 million, or $0.12 per diluted share, compared to net income of $0.1 million, or $0.00 per diluted share, for the quarter ended Dec. 31, 2024, and net loss of ($0.2) million, or ($0.01) per diluted share, for the quarter ended March 31, 2024. Adjusted ...

For further information please contact: PHX Energy Services Corp. Michael Buker President & Chief Executive Officer Phone: (403) 543-4466 or CALGARY, Alberta, May 07, 2025 (GLOBE NEWSWIRE) -- PHX Energy Services Corp. ("PHX Energy") is pleased to announce the voting results for the election of directors at its annual meeting of shareholders held on May 7, 2025 ("the "Meeting"). The following seven nominees were elected as directors of PHX Energy to serve until the next annual meeting of shareholders or unti ...

CALGARY, Alberta, May 06, 2025 (GLOBE NEWSWIRE) -- First Quarter Highlights For the three-month period ended March 31, 2025, PHX Energy’s consolidated revenue increased to an all-time quarterly record of $193.7 million, which is 17 percent higher than the $166.1 million generated in the first quarter of 2024 and 8 percent greater than the previous quarterly record of $178.7 million generated in the fourth quarter of 2024. Consolidated revenue in the 2025-quarter included $11.7 million of motor rental reven ...

FORT WORTH, Texas, April 24, 2025 /PRNewswire/ -- PHX MINERALS INC., "PHX," (NYSE: PHX), today announced it will release results for the quarter ended March 31, 2025, following the close of market on Thursday, May 8, 2025.Management will host a conference call to discuss the results at 11 a.m. ET on May 9, 2025. Interested parties may access the conference call by dialing 877-407-3088 (U.S. Toll-Free) or 201-389-0927. A replay of the conference call will be available for 14 days by dialing 877-660-6853 and ...

NYSE: PHX Investor Presentation March 2025 Cautionary Statement Regarding Forward-Looking Statements This presentation is for informational purposes only. This presentation does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of PHX Minerals Inc. ("PHX" or the "Company"). No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption ther ...

Financial Data and Key Metrics Changes - Total production volumes increased approximately 5% year over year, with royalty volume up 8% for the year [3][9] - EBITDA was down slightly year over year, supported by a traditional hedging program [4] - Natural gas, oil, and NGL sales revenues increased 13% to $8.9 million for the quarter, but decreased 8% to $33.7 million for the full year compared to 2023 [17] - Adjusted EBITDA for the quarter was $5.4 million, up from $4.9 million in the previous quarter, while for the full year it was $21.3 million compared to $22.7 million in 2023 [23] Business Line Data and Key Metrics Changes - Royalty production increased 8% to 8,760 million CFE, with quarterly royalty production remaining flat from the previous quarter [10][11] - Oil represented 11% of production volumes, while NGL represented 9% [11] - Total proved reserves decreased 11% to 63.7 BCFE, with improved royalty reserves decreasing 9% to 52.5 BCFE [12] Market Data and Key Metrics Changes - Realized natural gas prices for Q4 2024 averaged $2.64 per Mcf, compared to $2.00 in Q3 2024 [18] - Realized oil prices averaged $69.82, down 7% from the previous quarter, while NGLs averaged $23.01, up 17% [18] - For the full year 2024, natural gas prices averaged $2.19 compared to $2.61 in 2023, and oil averaged $74.59 compared to $76.76 in 2023 [18] Company Strategy and Development Direction - The company is committed to maintaining a strong conservative balance sheet and has applied proceeds from the sale of non-core minerals to reduce debt [6][7] - The company is evaluating strategic alternatives to unlock value, with a focus on high-quality assets and improving financial position [7][28] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges posed by lower rig counts and reduced industry capex budgets, but expressed optimism about improving natural gas fundamentals [2][3] - The company remains optimistic about prospects for 2025, citing a solid foundation of high-quality assets and a commitment to exploring strategic opportunities [28] Other Important Information - The company sold non-producing minerals for $8 million, which were old legacy assets with no production cash flow [6] - Total debt as of December 31, 2024, was $29.5 million, with a trailing debt to twelve-month adjusted EBITDA of 1.38 times [25] Q&A Session Summary Question: Insights on the strategic alternatives review process - Management stated that they do not comment on ongoing processes [35] Question: Approach to M&A and ground game leasing during the review - Management confirmed that the business continues to operate as usual, with no changes to their approach [37] Question: Production guidance for 2025 - Management indicated that while they are not providing guidance, trends from the past two years suggest a continuation of current production levels [39]

Financial Performance - Net income for the fourth quarter ended Dec. 31, 2024, was $0.1 million, or $0.00 per diluted share, compared to $2.5 million, or $0.07 per diluted share, for the same quarter in 2023[5] - The company recorded a net income of $2.3 million, or $0.06 per diluted share, for the year ended Dec. 31, 2024, a decrease from $13.9 million, or $0.39 per diluted share, for the year ended Dec. 31, 2023[18] - Net income for the year ended December 31, 2024, was $2,321,866, a decrease of 83.3% from $13,920,800 in 2023[40] - The company reported a net income of $109,400 for the three months ended December 31, 2024, compared to $2,513,444 for the same period in 2023[47] - Net income for the TTM ended December 31, 2024, was $2,321,866, a decrease from $13,920,800 for the TTM ended December 31, 2023[51] Revenue and Production - Natural gas, oil, and NGL revenue increased by $0.3 million, or 4%, for the quarter ended Dec. 31, 2024, driven by a 7% increase in natural gas volumes and a 10% increase in oil volumes[15] - Natural gas, oil, and NGL revenue decreased by $2.8 million, or 8%, for the year ended Dec. 31, 2024, due to a 16% decrease in natural gas prices and a 3% decrease in oil prices[19] - Revenues for the three months ended December 31, 2024, were $8,885,922, compared to $8,548,783 for the same period in 2023, representing an increase of 3.9%[36] - Total production volumes for the year ended Dec. 31, 2024, increased by 5% to 9,841 Mmcfe compared to the year ended Dec. 31, 2023[5] - Royalty production volumes for the year ended Dec. 31, 2024, increased by 8% to 8,760 Mmcfe compared to the year ended Dec. 31, 2023[5] Adjusted EBITDA - Adjusted EBITDA for the fourth quarter ended Dec. 31, 2024, was $5.4 million, compared to $4.9 million for the quarter ended Sept. 30, 2024, and $22.7 million for the year ended Dec. 31, 2023[5] - Adjusted EBITDA for the three months ended December 31, 2024, was $5,385,515, an increase from $4,504,288 in the previous year[47] - Adjusted EBITDA for the TTM ended December 31, 2024, was $21,324,050, compared to $22,652,263 for the TTM ended December 31, 2023, reflecting a decline of approximately 5.8%[51] Debt and Liabilities - Total debt was $29.5 million at Dec. 31, 2024, down $3.25 million since Dec. 31, 2023, with a debt-to-adjusted EBITDA ratio of 1.38x[5] - The company's total debt decreased from $32,750,000 in 2023 to $29,500,000 in 2024, resulting in a debt-to-adjusted EBITDA (TTM) ratio of 1.38, down from 1.45[51] - Long-term debt decreased to $29,500,000 as of December 31, 2024, from $32,750,000 in 2023, a reduction of 6.9%[38] - Total liabilities decreased to $41,965,913 as of December 31, 2024, from $43,276,866 in 2023, a decline of 3.0%[38] Assets and Equity - Total current assets decreased to $9,556,933 as of December 31, 2024, from $10,161,577 in 2023, a decline of 6.0%[38] - Cash and cash equivalents increased to $2,242,102 as of December 31, 2024, from $806,254 in 2023, a growth of 177.5%[40] - Total stockholders' equity decreased to $121,949,853 as of December 31, 2024, from $123,231,414 in 2023, a decline of 1.0%[38] Capital Expenditures and Dividends - Capital expenditures for the year ended December 31, 2024, were $87,579, significantly lower than $325,983 in 2023[40] - The company paid dividends of $5,229,547 in 2024, compared to $3,520,366 in 2023, an increase of 48.6%[40] - The company announced a quarterly dividend of $0.04 per share, payable on Mar. 28, 2025[5] Operational Highlights - The company converted 71 gross (0.22 net) wells to producing status in the fourth quarter ended Dec. 31, 2024, compared to 46 gross (0.18 net) wells in the previous quarter[5] - The percentage of total production volumes attributable to natural gas was 80% for the quarter ended Dec. 31, 2024[11] - The company converted 71 gross (0.22 net) wells to producing status during the quarter ended Dec. 31, 2024, compared to 46 gross (0.10 net) wells in the same quarter of 2023[22] - The company purchased 363 net royalty acres for approximately $2.5 million during the quarter ended Dec. 31, 2024[26] - The company leased 265 net mineral acres to third-party exploration and production companies for an average bonus payment of $760 per net mineral acre during the quarter ended Dec. 31, 2024[25] Market and Future Outlook - Forward-looking statements indicate the company anticipates challenges related to oil and natural gas price volatility and production levels[53] - The company does not guarantee future performance based on forward-looking statements, which are subject to various risks and uncertainties[54] - The company continues to focus on expanding its mineral position in core areas, including Oklahoma, Texas, Louisiana, North Dakota, and Arkansas[51] Derivative Contracts - The company has a total of 1,000 Bbls of oil fixed price swaps at $68.80 for the period from December 2024 to August 2025[43] - The company has contracted 100,000 Mmbtu of natural gas at a fixed price of $3.50 floor and $4.85 ceiling for the period from November 2025 to March 2026[42] - The company has a natural gas costless collar with a contract price of $3.00 floor and $5.00 ceiling for 30,000 Mmbtu per month from January to June 2025[42] - The company has a total of 125,000 Mmbtu of natural gas fixed price swaps at $3.01 for the period from April to August 2025[42] Expenses - The company incurred an interest expense of $573,920 for the three months ended December 31, 2024[47] - Interest expense increased slightly from $2,362,393 in 2023 to $2,563,268 in 2024[51] - Depreciation, depletion, and amortization (DD&A) rose from $8,566,185 in 2023 to $9,606,444 in 2024, an increase of approximately 12.1%[51] - The company had a net gain on derivative contracts of $0.3 million for the year ended Dec. 31, 2024, compared to a net gain of $6.9 million for the year ended Dec. 31, 2023[21] - Non-cash losses on derivatives for the TTM ended December 31, 2024, were $(3,997,995), contrasting with gains of $4,302,531 in 2023[51]