8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

_________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of Report: (Date of Earliest Event Reported): December 13, 2021

PHX MINERALS INC.

(Exact name of registrant as specified in its charter)

Oklahoma	001-31759	73-1055775
(State or other jurisdiction	(Commission File Number)	(I.R.S.  Employer
of incorporation)		Identification No.)

1601 NW Expressway,
Suite 1100
Oklahoma City, OK	73118
(Address of principal executive offices)	(Zip code)

(405) 948-1560

(Registrant’s telephone number including area code)

Not Applicable

(Former name or former address if changed since last report)

Securities registered pursuant in Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01666 par value	PHX	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company       ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐

Item 2.02 Results of Operations and Financial Condition.

On December 13, 2021, PHX Minerals Inc. (the “Company”) issued a press release providing information regarding the Company’s fourth quarter and fiscal 2021 financial and operating results.  The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

The information set forth under Item 2.02 of this Current Report on Form 8-K is hereby incorporated in Item 7.01 by reference.

On December 13, 2021, the Company posted an updated investor presentation to its website. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 2.02 and Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements & Exhibits.

(d) Exhibits

Exhibit  No.	Description
99.1	Press Release dated December 13, 2021.
99.2	Investor Presentation.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PHX MINERALS INC.

		By:	/s/ Chad L. Stephens
			Chad L. Stephens
			President and Chief Executive Officer
DATE:	December 15, 2021

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
PLEASE CONTACT:

Chad L. Stephens

405.948.1560

Website: www.phxmin.com

PHX MINERALS INC. REPORTS FOURTH QUARTER AND FISCAL 2021 RESULTS

AND ANNOUNCES DIVIDEND PAYMENT

OKLAHOMA CITY, Dec. 13, 2021 – PHX MINERALS INC. (“PHX” or the “Company”) (NYSE: PHX) today reported financial and operating results for the fourth quarter and fiscal year ended Sept. 30, 2021.

HIGHLIGHTS FOR THE PERIOD ENDED SEPT. 30, 2021, AND SUBSEQUENT EVENTS

• Total production volumes for the full fiscal year 2021 increased 6% to 9,076 Mmcfe from 8,593 Mmcfe in the full fiscal year 2020.

• Royalty production volumes for the full fiscal year 2021 increased 25% to 4,178 Mmcfe from 3,348 Mmcfe in the full fiscal year 2020.

• Total production volumes for the fourth fiscal quarter of 2021 decreased 11% to 2,212 Mmcfe from 2,493 Mmcfe in the third fiscal quarter of 2021.

• Royalty production volumes for the fourth fiscal quarter of 2021 decreased 17% to 998 Mmcfe from 1,205 Mmcfe in the third fiscal quarter of 2021.

• Announced the quarterly dividend increased to 1.5 cents per share, a 50% increase, payable on March 3, 2022, to shareholders of record on February 17, 2022.

• Recorded a net loss in fiscal 2021 of $(6.2) million, or $(0.24) per share, as compared to net loss of $(24.0) million, or $(1.41) per share, in fiscal 2020.

• Recorded a net loss in the fourth quarter 2021 of $(3.8) million, or $(0.14) per share, as compared to a net loss of $(1.4) million, or $(0.05) per share, in the third fiscal quarter of 2021.

• Adjusted EBITDA⁽¹⁾ increased in the full fiscal year 2021 to $15.0 million from $13.5 million in the full fiscal year 2020.

• Adjusted EBITDA⁽¹⁾ decreased in the fourth fiscal quarter of 2021 to $4.1 million from $4.7 million in the third fiscal quarter of 2021 and increased from $2.7 million in the fourth fiscal quarter of 2020.

• Reduced debt 39% from $28.8 million as of Sept. 30, 2020, to $17.5 million, as of Sept. 30, 2021.

• Total debt to adjusted EBITDA⁽¹⁾ ratio was 1.17x at Sept. 30, 2021.

• Increased the borrowing base to $32.0 million from $27.5 million.

• Completed approximately $30.0 million of mineral and royalty interest acquisitions in fiscal 2021 and an additional approximately $10.0 million in fiscal 2022.

• Completed the divestiture of 708 legacy non operated working interest wellbores for net proceeds of $4.6 million and the removal of approximately $0.7 million of asset retirement obligation from the balance sheet since Sept. 30, 2021.

⁽¹⁾ This is a non-GAAP measure. Refer to the Non-GAAP Reconciliation section.

Chad L. Stephens, President and CEO, commented, “Throughout the last several quarters, we have repeatedly expressed our stated strategy to focus on growing our asset base through the acquisition of minerals in core areas with active development under reputable operators, high grade the asset base by divesting of lower margin working interest wells and strengthen the balance sheet.  As we close out an excellent fiscal year 2021, we can proudly report that we have achieved stellar results at the high end of expectations in all of these areas.

“An important barometer of the success of our strategy is produced royalty volumes, which increased year over year almost 25%, while our non-operated working interest volumes continue to decline and become a lower percent of our total company volumes.  Also, our adjusted EBITDA for the full fiscal year 2021 increased 11% year over year, we reduced our debt by 39% year over year and, since our fiscal year-end 2021, increased our bank borrowing base by 16%, which improves our liquidity. This increase is a direct reflection of high grading the asset base and our improving collateral profile. Most importantly, while paying down our debt by $11.3 million, we closed on the acquisition of minerals totaling approximately $30.0 million in fiscal year 2021. Since fiscal year-end, we

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PHX Minerals Inc.

Reports Fourth Quarter and Fiscal 2021 Results …cont.

have announced the close of an additional $10.0 million of mineral acquisitions with $5.8 million more to close mid-December. Given these significant accomplishments and our confidence in continuing to execute our strategy, we are increasing our quarterly dividend by 50% to $.015 per share.

“With a stronger balance sheet, improved liquidity and allocating 100% of our free cash flow to our mineral acquisition strategy, we are excited about PHX’s ability to build shareholder value.”

OPERATING HIGHLIGHTS

	Fourth Quarter Ended		Fourth Quarter Ended		Year Ended		Year Ended
	Sept. 30, 2021		Sept. 30, 2020		Sept. 30, 2021		Sept. 30, 2020
Mcfe Sold		2,211,570		2,037,779		9,075,519		8,593,153
Average Sales Price per Mcfe	$	5.46	$	2.47	$	4.16	$	2.72
Gas Mcf Sold		1,609,101		1,423,602		6,699,720		5,962,705
Average Sales Price per Mcf	$	4.27	$	1.68	$	3.13	$	1.72
Oil Barrels Sold		54,043		55,626		224,479		269,785
Average Sales Price per Barrel	$	68.02	$	37.80	$	56.58	$	41.47
NGL Barrels Sold		46,369		46,737		171,488		168,623
Average Sales Price per Barrel	$	32.91	$	11.84	$	23.80	$	11.42

Total Production for the last four quarters was as follows:

Quarter ended	Mcf Sold		Oil Bbls Sold		NGL Bbls Sold		Mcfe Sold
9/30/2021		1,609,101		54,043		46,369		2,211,570
6/30/2021		1,879,343		55,492		46,753		2,492,813
3/31/2021		1,735,820		56,269		37,228		2,296,802
12/31/2020		1,475,456		58,675		41,138		2,074,334

Royalty Interest Production for the last four quarters was as follows:

Quarter ended	Mcf Sold		Oil Bbls Sold		NGL Bbls Sold		Mcfe Sold
9/30/2021		705,397		29,442		19,364		998,230
6/30/2021		908,471		31,095		18,255		1,204,571
3/31/2021		924,969		31,768		19,088		1,230,105
12/31/2020		487,925		27,840		14,948		744,653

Working Interest Production for the last four quarters was as follows:

Quarter ended	Mcf Sold		Oil Bbls Sold		NGL Bbls Sold		Mcfe Sold
9/30/2021		903,704		24,601		27,005		1,213,340
6/30/2021		970,872		24,397		28,498		1,288,242
3/31/2021		810,851		24,501		18,140		1,066,697
12/31/2020		987,531		30,835		26,190		1,329,681

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PHX Minerals Inc.

Reports Fourth Quarter and Fiscal 2021 Results …cont.

FINANCIAL HIGHLIGHTS

	Fourth Quarter Ended			Fourth Quarter Ended			Year Ended			Year Ended
	Sept. 30, 2021			Sept. 30, 2020			Sept. 30, 2021			Sept. 30, 2020
Working Interest Sales	$	6,071,031		$	2,937,807		$	19,317,009		$	12,914,080
Royalty Interest Sales	$	6,007,389		$	2,103,179		$	18,432,035		$	10,455,923
Natural Gas, Oil and NGL Sales	$	12,078,420		$	5,040,986		$	37,749,044		$	23,370,003
Lease Bonuses and Rental Income	$	105,974		$	118,174		$	425,113		$	690,961
Total Revenue	$	4,071,567		$	3,651,178		$	21,971,668		$	24,968,383
LOE per Mcfe	$	0.51		$	0.48		$	0.47		$	0.56
Transportation, Gathering and Marketing per Mcfe	$	0.74		$	0.55		$	0.64		$	0.56
Production Tax per Mcfe	$	0.28		$	0.09		$	0.21		$	0.12
G&A Expense per Mcfe	$	0.97		$	0.84		$	0.90		$	0.93
Interest Expense per Mcfe	$	0.09		$	0.16		$	0.11		$	0.15
DD&A per Mcfe	$	0.71		$	1.24		$	0.85		$	1.32
Total Expense per Mcfe	$	3.30		$	3.36		$	3.18		$	3.64
Net Income	$	(3,764,200	)	$	(1,834,122	)	$	(6,217,237	)	$	(23,952,037	)
Adjusted EBITDA(1)	$	4,141,890		$	2,723,331		$	14,999,938		$	13,465,853
Cash Flow from Operations	$	(6,298,246	)	$	1,280,555		$	3,942,087		$	11,106,295
CapEx - Drilling & Completing	$	36,413		$	206,968		$	733,172		$	403,136
CapEx - Mineral Acquisitions	$	1,287,082		$	15,766		$	20,624,347		$	10,288,250
Borrowing Base							$	27,500,000		$	31,000,000
Debt							$	17,500,000		$	28,750,000
Debt/Adjusted EBITDA (1)								1.17			2.14

⁽¹⁾ This is a non-GAAP measure. Refer to the Non-GAAP Reconciliation section.

RESULTS OF FOURTH QUARTER 2021 COMPARED TO THE FOURTH QUARTER 2020

Natural gas, oil and NGL revenue increased 140% in the 2021 quarter as total production increased 9% and product prices increased 121%, relative to the 2020 quarter. Royalty revenue increased 186% in the 2021 quarter as total production increased 29% and product prices increased 122%, relative to the 2020 quarter. Total production increased due to the recent mineral and royalty interest acquisitions in the Haynesville play, in Texas and Louisiana, and SCOOP. These increases were offset by naturally declining production in the Eagle Ford and Arkoma Stack.  

The 2% decrease in total cost per Mcfe in the 2021 quarter, relative to the 2020 quarter, was primarily driven by a decrease in DD&A. DD&A decreased $950,365, or 38%, in the 2021 quarter to $0.71 per Mcfe, as compared to $1.24 per Mcfe in the 2020 quarter. Of the decrease, $1,165,857 was a result of a $0.53 decrease in the DD&A rate per Mcfe, partially offset by an increase of $215,492 resulting from total production increasing 9% in the 2021 quarter.The rate decrease was partially due to higher natural gas, oil and NGL prices utilized in the reserve calculations during the 2021 period, as compared to 2020 period, lengthening the economic life of wells. This resulted in higher projected remaining reserves on a significant number of wells causing decreased units of production DD&A, despite the increase in projection.

No material impairment charge was recorded during the 2021 and 2020 quarters.

No significant divestitures of minerals occurred in the fourth quarter of 2021. In the fourth quarter of 2020, the Company sold open and non-producing net mineral acres in northwest Oklahoma for a gain of $717,640.

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PHX Minerals Inc.

Reports Fourth Quarter and Fiscal 2021 Results …cont.

On Sept. 2, 2021, the Company settled all of its derivative contracts with Bank of Oklahoma (“BOKF”) by paying $8.8 million.  On Sept. 3, 2021, the Company entered into new derivative contracts with BP Energy Company (“BP”) that had similar terms to the contracts settled with BOK and received a payment of $8.8 million from BP.  The new derivative contracts consisted of all fixed swap contracts and are secured under the Company’s credit facility with Independent Bank. The $8.8 million paid to BOK to settle the derivatives is included as a loss on derivatives. The $8.8 million received from BP was considered a cash flow from financing activities and had no effect on the statement of operations. The derivative activity was associated with entering into a new credit agreement with Independent Bankand ending the relationship with BOKF.The 2021 quarter included an $8.1 millionloss on derivative contracts as compared to a $1.5 millionloss for the 2020 quarter.

The Company’s net income (loss) changed from net loss of $(1.8) million in the 2020 quarter to a net loss of $(3.8) million in the 2021 quarter. The change was primarily due to the increase in loss on derivative contracts (as noted above) in 2021, partially offset by an increase in natural gas, oil and NGL revenue.

RESULTS OF FISCAL YEAR 2021 AS COMPARED TO FISCAL YEAR 2020

Natural gas, oil and NGL revenue increased 62% in 2021 as production increased 6% and product prices increased 53%, relative to 2020. Royalty revenue increased 76% in 2021 as total production increased 25% and product prices increased 41%, relative to 2020. Total production increased due to an increase in natural gas production from the recent mineral and royalty acquisitions in the Haynesville play of Texas and Louisiana, and slightly offset by naturally declining production in the Fayetteville, SCOOP and Arkoma STACK. The decrease in oil production was a result of naturally declining production in working interest wells in the Eagle Ford play and royalty wells in the Bakken play, due to the company strategy of no longer participating with working interest in new drilling in the Eagle Ford, and reduced drilling activity in the Bakken. These decreases were partially offset by new drilling in the STACK. The increase in NGL production is primarily attributable to high interest wells coming back online after being shut-in for part of fiscal year 2020, as well as new wells being brought online in the STACK. This was partially offset by naturally declining production in the SCOOP.

Given our strategic decision to cease participating with working interests, we plan to offset the natural decline of our existing production base by the development of our current inventory of mineral acreage and through acquisitions of additional mineral interests.

Expenses decreased in 2021, primarily the result of a decrease in the provision for impairment, DD&A, LOE and interest expense, offset by an increase in transportation, gathering and marketing expenses, production taxes and loss on debt extinguishment.  The reduction in DD&A expense is discussed above and the reduction in interest expense is due to the Company paying down $11.3 million of debt in 2021.  The increase in transportation, gathering and marketing expense and production taxes is due to the increase in production and related revenue.

An impairment expense of $50,475 was recorded during 2021 compared to $29,904,528 in 2020.  In 2020, an impairment of expense of $19.3 million and $7.3 million was recorded on the Fayetteville Shale and Eagle Ford fields, respectively. The remaining $2.7 million of impairment was taken on other producing assets.

In 2021, the Company sold 2,857 net mineral acres in the Central Basin Platform, TX, for a gain on sales of $0.2 million. In 2020, the Company sold 530 net mineral acres in Eddy County, N.M., for a gain on sales of $3.3 million and 5,925 open and non-producing net mineral acres in northwest Oklahoma for a net gain on sales of $0.7 million.

The Company’s net income (loss) changed from a net loss of $(24.0) million in 2020 to a net loss of $(6.2) million in 2021. The change in net (loss) was due to the increase in revenue mentioned above and decrease in expenses, partially offset by an increase in loss on derivative contracts and a decrease on net gain on sale of assets. Fiscal 2021 total revenues included a $16.2 million loss on derivative contracts, as compared to a $0.9 million gain on derivative contracts for 2020.

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PHX Minerals Inc.

Reports Fourth Quarter and Fiscal 2021 Results …cont.

OPERATIONS UPDATE

At Nov. 15, 2021, the Company had a total of 86 gross wells (0.46 net wells) in progress across its mineral positions and 33 gross active permitted wells. As of Nov. 15, 2021, there were 15 rigs operating on the Company’s acreage and 73 rigs operating within 2.5 miles of its acreage.

					Bakken/
					Three		Arkoma
	SCOOP		STACK		Forks		Stack		Permian		Fayetteville		Haynesville		Other		Total
As of 11/15/21:
Gross Wells in Progress on PHX Acreage		41		8		2		3		3		-		26		3		86
Net Wells in Progress on PHX Acreage		0.04		0.04		-		0.03		0.14		-		0.20		0.01		0.46
Gross Active Permits on PHX Acreage		13		6		5		4		-		-		-		5		33
As of 11/15/21:
Rigs Present on PHX Acreage		7		1		-		1		-		-		6		-		15
Rigs Within 2.5 Miles of PHX Acreage		19		14		9		2		3		-		16		10		73

Leasing Activity

During the fourth quarter of fiscal year 2021, the Company leased 265 net mineral acres for an average bonus payment of $402 and an average royalty of 20%.

					Bakken/
					Three		Arkoma
	SCOOP		STACK		Forks		Stack		Permian		Fayetteville		Haynesville		Other		Total
During Three Months Ended 9/30/21:
Net Mineral Acres Leased		184		37		-		-		30		-		-		14		265
Average Bonus per Net Mineral Acre		225		1,450		-		-		488		-		-		325		402
Average Royalty per Net Mineral Acre	20%		19%			-	-		25%			-		-	20%		20%

ACQUISITION AND DIVESTITURE UPDATE

During the fourth quarter of fiscal year 2021 through Nov. 15, 2021, the Company purchased 1,311 net royalty acres for $11,129,413.

					Bakken/
					Three		Arkoma
	SCOOP		STACK		Forks		Stack		Permian		Fayetteville		Haynesville		Other		Total
For the period ended 11/15/21: (1)
Net Mineral Acres Purchased		208		-		-		-		-		-		698		-		906
Net Royalty Acres Purchased		241		-		-		-		-		-		1,070		-		1,311
Price per Net Royalty Acre	$	5,747		-		-		-		-		-	$	9,107		-	$	8,489
Net Mineral Acres Sold		-		-		-		-		-		-		-		-
Net Royalty Acres Sold		-		-		-		-		-		-		-		-		-
Price per Net Royalty Acre		-		-		-		-		-		-		-		-		-

⁽¹⁾ Fourth quarter 2021 through Nov. 15, 2021.

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PHX Minerals Inc.

Reports Fourth Quarter and Fiscal 2021 Results …cont.

During the fourth quarter of fiscal year 2021 through Nov. 15, 2021, the Company sold 731 gross working interest wells (20.21 net wells).

For the Period Ended	Proceeds ($)		P&A Liability (Net Value $)		Gross Wells		Net Wells
September 30, 2021	$	419,171	$	37,242		23		1.28
November 23, 2021	$	4,625,000	$	693,235		708		18.93
	$	5,044,171	$	730,477		731		20.21

RESERVES UPDATE

At Sept. 30, 2021, proved reserves were 83.0 Bcfe, as calculated by DeGolyer and MacNaughton, the Company’s independent consulting petroleum engineering firm. This was a 44% increase, compared to the 57.7 Bcfe of proved reserves at Sept. 30, 2020. Total proved developed reserves increased 42% to 77.7 Bcfe, as compared to Sept. 30, 2020 reserve volumes, mainly due to 2021 pricing revisions, partially offset by production and performance revisions. The pricing revisions were due to well economic limits extending later than was projected in 2020 as a result of higher gas and oil prices. The performance revisions were principally due to lower performance of high-interest Mississippian and Woodford wells in the STACK play in Oklahoma that were brought online in 2021. Total proved undeveloped reserves increased 2.2 Bcfe, principally due to mineral interest acquisitions in the Haynesville Shale in Texas and Louisiana and Meramec and Woodford SCOOP play in Oklahoma.SEC prices used for the Sept. 30, 2021, report averaged $2.79 per Mcf for natural gas, $56.51 per barrel for oil and $20.58 per barrel for NGL, compared to $1.62 per Mcf for natural gas, $40.18 per barrel for oil and $9.95 per barrel for NGL for the Sept. 30, 2020, report. These prices reflect net prices received at the wellhead.

BORROWING BASE

On Sept. 1, 2021, the Company entered into a new four-year $100 million senior secured credit facility with an initial Borrowing Base of $27.5 million and a maturity date of Sept. 1, 2025 (the “New Credit Facility”). The New Credit Facility is led by Independent Bank and replaced the Company’s prior credit facility. On Dec. 6, 2021 the borrowing base was increased to $32.0 million.

FOURTH QUARTER EARNINGS CALL

PHX will host a conference call to discuss fourth quarter results at 5:00 p.m. EST on Dec. 13, 2021. Management’s discussion will be followed by a question and answer session with investors. To participate on the conference call, please dial 877-407-3088 (domestic) or 201-389-0927 (international). A replay of the call will be available for 14 days after the call. The number to access the replay of the conference call is 877-660-6853 and the PIN for the replay is 13725000.

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PHX Minerals Inc.

Reports Fourth Quarter and Fiscal 2021 Results …cont.

FINANCIALS

Statements of Operations

	Three Months Ended Sept. 30,						Year Ended Sept. 30,
	2021			2020			2021			2020
Revenues:
Natural gas, oil and NGL sales	$	12,078,420		$	5,040,986		$	37,749,044		$	23,370,003
Lease bonuses and rental income		105,974			118,174			425,113			690,961
Gains (losses) on derivative contracts		(8,112,827	)		(1,507,982	)		(16,202,489	)		907,419
	$	4,071,567			3,651,178			21,971,668			24,968,383
Costs and expenses:
Lease operating expenses		1,130,916			969,723			4,230,968			4,841,541
Transportation, gathering and marketing		1,628,634			1,116,587			5,767,287			4,812,869
Production taxes		622,266			187,628			1,938,304			1,022,912
Depreciation, depletion and amortization		1,569,631			2,519,996			7,745,804			11,313,783
Provision for impairment		4,620			-			50,475			29,904,528
Interest expense		204,925			328,359			995,127			1,286,788
General and administrative		2,142,205			1,718,422			8,207,882			8,024,901
Loss on debt extinguishment		260,236			-			260,236			-
Losses (gains) on asset sales and other		(178,615	)		(677,355	)		(356,127	)		(3,997,902	)
Total costs and expenses		7,384,818			6,163,360			28,839,956			57,209,420
Income (loss) before provision (benefit) for income taxes		(3,313,251	)		(2,512,182	)		(6,868,288	)		(32,241,037	)
Provision (benefit) for income taxes		450,949			(678,060	)		(651,051	)		(8,289,000	)
Net income (loss)	$	(3,764,200	)	$	(1,834,122	)	$	(6,217,237	)	$	(23,952,037	)
Basic and diluted earnings (loss) per common share	$	(0.14	)	$	(0.07	)	$	(0.24	)	$	(1.41	)
Basic and diluted weighted average shares outstanding:
Common shares		29,997,490			18,289,502			25,742,202			16,856,792
Unissued, directors' deferred compensation shares		210,002			147,341			183,334			154,142
		30,207,492			18,436,843			25,925,536			17,010,934
Dividends declared per share of
common stock and paid in period	$	0.01		$	0.01		$	0.04		$	0.10

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PHX Minerals Inc.

Reports Fourth Quarter and Fiscal 2021 Results …cont.

Balance Sheets

	Sept. 30, 2021			Sept. 30, 2020
Assets
Current assets:
Cash and cash equivalents	$	2,438,511		$	10,690,395
Natural gas, oil and NGL sales receivables (net of $0		6,428,982			2,943,220
allowance for uncollectable accounts)
Refundable income taxes		2,413,942			3,805,227
Other		942,082			351,088
Total current assets		12,223,517			17,789,930
Properties and equipment at cost, based on
successful efforts accounting:
Producing natural gas and oil properties		319,984,874			324,886,491
Non-producing natural gas and oil properties		40,466,098			18,993,814
Other		794,179			582,444
		361,245,151			344,462,749
Less accumulated depreciation, depletion and amortization		(257,643,661	)		(263,590,801	)
Net properties and equipment		103,601,490			80,871,948
Investments		308			79,308
Operating lease right-of-use assets		607,414			690,316
Other, net		578,285			590,333
Total assets	$	117,011,014		$	100,021,835
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	772,717		$	997,637
Derivative contracts, net		12,087,988			281,942
Current portion of operating lease liability		132,287			127,108
Income taxes payable		334,050			-
Accrued liabilities and other		1,809,337			1,297,363
Short-term debt		-			1,750,000
Total current liabilities		15,136,379			4,454,050
Long-term debt		17,500,000			27,000,000
Deferred income taxes, net		343,906			1,329,007
Asset retirement obligations		2,836,172			2,897,522
Derivative contracts, net		1,696,479			425,705
Operating lease liability, net of current portion		789,339			921,625
Total liabilities		38,302,275			37,027,909
Stockholders' equity:
Class A voting common stock, par value $0.01666 per share: 36,000,500 shares		545,956			377,304
authorized and 32,770,443 shares issued and outstanding at Sept. 30, 2021; 24,000,500
shares authorized and 22,647,306 shares issued and outstanding at Sept. 30, 2020
Capital in excess of par value		33,213,645			10,649,611
Deferred directors' compensation		1,768,151			1,874,007
Retained earnings		48,966,420			56,244,100
		84,494,172			69,145,022
Treasury stock, at cost: 388,545 shares at Sept. 30,
2021, and 411,487 shares at Sept. 30, 2020		(5,785,433	)		(6,151,096	)
Total stockholders' equity		78,708,739			62,993,926
Total liabilities and stockholders' equity	$	117,011,014		$	100,021,835

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PHX Minerals Inc.

Reports Fourth Quarter and Fiscal 2021 Results …cont.

Condensed Statements of Cash Flows

	Year ended Sept. 30,
	2021			2020
Operating Activities
Net income (loss)	$	(6,217,237	)	$	(23,952,037	)
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation, depletion and amortization		7,745,804			11,313,783
Impairment of producing properties		50,475			29,904,528
Provision for deferred income taxes		(985,101	)		(4,647,000	)
Gain from leasing fee mineral acreage		(421,915	)		(685,927	)
Proceeds from leasing fee mineral acreage		441,653			701,948
Net (gain) loss on sales of assets		(309,348	)		(3,973,321	)
ESOP contribution expense		-			103,104
Directors' deferred compensation expense		234,466			228,408
Total (gain) loss on derivative contracts		16,202,489			(907,419	)
Cash receipts (payments) on settled derivative contracts		(11,925,669	)		4,109,210
Restricted stock awards		801,200			743,897
Loss on debt extinguishment		260,236			-
Other		(11,099	)		(2,611	)
Cash provided (used) by changes in assets and liabilities:
Natural gas, oil and NGL sales receivables		(3,485,762	)		1,434,426
Refundable income taxes		1,391,285			(2,299,785	)
Other current assets		(436,401	)		(89,931	)
Accounts payable		(151,875	)		1,308,731
Other non-current assets		(86,282	)		(1,044,680	)
Accrued liabilities		845,168			(1,139,029	)
Total adjustments		10,159,324			35,058,332
Net cash provided by operating activities		3,942,087			11,106,295
Investing Activities
Capital expenditures		(733,172	)		(403,136	)
Acquisition of minerals and overriding royalty interests		(20,624,347	)		(10,288,250	)
Proceeds from sales of assets		988,600			4,228,868
Net cash provided (used) by investing activities		(20,368,919	)		(6,462,518	)
Financing Activities
Borrowings under Credit Facility		26,300,000			6,061,725
Payments of loan principal		(37,550,000	)		(12,736,725	)
Net proceeds from equity issuance		11,688,137			8,220,726
Cash receipts from (payments on) off-market derivative contracts		8,800,000			-
Purchases of treasury stock		(2,741	)		(7,635	)
Payments of dividends		(1,060,448	)		(1,652,164	)
Net cash provided (used) by financing activities		8,174,948			(114,073	)
Increase (decrease) in cash and cash equivalents		(8,251,884	)		4,529,704
Cash and cash equivalents at beginning of year		10,690,395			6,160,691
Cash and cash equivalents at end of year	$	2,438,511		$	10,690,395
Supplemental Disclosures of Cash Flow    Information
Interest paid (net of capitalized interest)	$	1,021,142		$	1,306,967
Income taxes paid (net of refunds received)	$	(1,391,225	)	$	(1,342,275	)
Supplemental Schedule of Noncash Investing and Financing Activities
Additions and revisions, net, to asset retirement obligations	$	-		$	4
Gross additions to properties and equipment	$	31,485,015		$	10,701,284
Equity offering used for acquisitions		(10,272,288	)		-
Net (increase) decrease in accounts payable for properties		144,792			(9,898	)
and equipment additions
Capital expenditures, including dry hole costs	$	21,357,519		$	10,691,386

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PHX Minerals Inc.

Reports Fourth Quarter and Fiscal 2021 Results …cont.

Proved Reserves

	Proved Reserves SEC Pricing
	Sept. 30, 2021		Sept. 30, 2020
Proved Developed Reserves:
Mcf of Gas		60,287,881		40,924,083
Barrels of Oil		1,439,860		1,148,989
Barrels of NGL		1,467,092		1,135,864
Mcfe (1)		77,729,593		54,633,201
Proved Undeveloped Reserves:
Mcf of Gas		4,664,787		1,448,690
Barrels of Oil		64,980		184,668
Barrels of NGL		34,761		83,993
Mcfe (1)		5,263,233		3,060,656
Total Proved Reserves:
Mcf of Gas		64,952,668		42,372,773
Barrels of Oil		1,504,840		1,333,657
Barrels of NGL		1,501,853		1,219,857
Mcfe (1)		82,992,826		57,693,857
10% Discounted Estimated Future
Net Cash Flows (before income taxes):
Proved Developed	$	86,793,303	$	33,270,804
Proved Undeveloped		9,731,035		5,659,479
Total	$	96,524,338	$	38,930,283
SEC Pricing
Gas/Mcf	$	2.79	$	1.62
Oil/Barrel	$	56.51	$	40.18
NGL/Barrel	$	20.58	$	9.95
Proved Reserves - Projected Future Pricing (2)
10% Discounted Estimated Future	Proved Reserves
Net Cash Flows (before income taxes):	Sept. 30, 2021		Sept. 30, 2020
Proved Developed	$	111,007,369	$	63,648,347
Proved Undeveloped		11,989,928		7,197,350
Total	$	122,997,297	$	70,845,697
(1)    Crude oil and NGL converted to natural gas on a one barrel of crude oil or NGL equals six Mcf of natural gas basis
(2)    Projected futures pricing as of Sept. 30, 2021, and Sept. 30, 2020, basis adjusted to Company wellhead price

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PHX Minerals Inc.

Reports Fourth Quarter and Fiscal 2021 Results …cont.

Hedge Position as of Nov. 26, 2021

Fiscal Period	Product	Volume Mcf/Bbl		Swap Price		Collar Average Floor Price		Collar Average Ceiling Price
2022	Natural Gas		80,000			$	3.50	$	5.10
2022	Natural Gas		3,162,000	$	2.93
2023	Natural Gas		300,000			$	3.20	$	4.86
2023	Natural Gas		1,980,000	$	3.22
2024	Natural Gas		60,000			$	3.00	$	4.70
2024	Natural Gas		360,000	$	3.40
2022	Crude Oil		125,500	$	44.25
2023	Crude Oil		43,500	$	52.84
2024	Crude Oil		4,500	$	67.55

Non-GAAP Reconciliation

This press release includes certain “non-GAAP financial measures” under the rules of the Securities and Exchange Commission (the “SEC”), including Regulation G. These non-GAAP measures are calculated using GAAP amounts in our financial statements. These measures, detailed below, are provided in addition to, not as an alternative for, and should be read in conjunction with, the information contained in our financial statements prepared in accordance with GAAP (including the notes thereto), included in our SEC filings and posted on our website.

Adjusted EBITDA Reconciliation

Adjusted EBITDA excluding unrealized gains (losses) on derivatives and including cash receipts from off-market derivatives is defined as adjusted EBITDA. We have included a presentation of adjusted EBITDA excluding unrealized gains (losses) on derivatives and including cash receipts from off-market derivatives because we recognize that certain investors consider this amount a useful means of measuring our ability to meet our debt service obligations and evaluating our financial performance. Adjusted EBITDA excluding unrealized gains (losses) on derivative contracts and including cash receipts from off-market derivatives has limitations and should not be considered in isolation or as a substitute for net income, operating income, cash flow from operations or other consolidated income or cash flow data prepared in accordance with GAAP. Because not all companies use identical calculations, this presentation of adjusted EBITDA excluding unrealized gains (losses) on derivatives and including cash receipts from off market-derivatives may not be comparable to a similarly titled measure of other companies. The following table provides a presentation of net income (loss) to adjusted EBITDA and of the resulting adjusted EBITDA excluding unrealized gains (losses) on derivative contracts and including cash receipts from off-market derivatives for the periods indicated:

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PHX Minerals Inc.

Reports Fourth Quarter and Fiscal 2021 Results …cont.

	Fourth Quarter Ended			Fourth Quarter Ended			Year Ended			Year Ended			Third Quarter Ended
	Sept. 30, 2021			Sept. 30, 2020			Sept. 30, 2021			Sept. 30, 2020			June 30, 2021
Net Income (Loss)	$	(3,764,200	)	$	(1,834,122	)	$	(6,217,237	)	$	(23,952,037	)	$	(1,356,594	)
Plus:
Income Tax Expense
(Benefit)		450,949			(678,060	)		(651,051	)		(8,289,000	)		(816,000	)
Interest Expense		204,925			328,359			995,127			1,286,788			220,439
DD&A		1,569,631			2,519,996			7,745,804			11,313,783			2,137,707
Impairment		4,620			-			50,475			29,904,528			45,855
Less:
Unrealized gains (losses)
on derivatives		3,124,035			(2,387,158	)		(4,276,820	)		(3,201,791	)		(4,482,793	)
Plus:
Cash receipts from off-market derivative contracts(1)		8,800,000			-			8,800,000			-			-
Adjusted EBITDA	$	4,141,890		$	2,723,331		$	14,999,938		$	13,465,853		$	4,714,200
Debt							$	17,500,000		$	28,750,000
Debt/Adjusted EBITDA								1.17			2.14
(1)   The initial receipt of cash from BP for entering into the off-market derivative contracts has no effect on the statement of operations and is considered a cash flow from financing activities.

PHX Minerals Inc. (NYSE: PHX)Oklahoma City-based, PHX Minerals Inc. is a natural gas and oil mineral company with a strategy to proactively grow its mineral position in its core areas of focus. PHX owns approximately 251,000 net mineral acres principally located in Oklahoma, Texas, Louisiana, North Dakota, and Arkansas. Additional information on PHX can be found at www.phxmin.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “anticipates,” “plans,” “estimates,” “believes,” “expects,” “intends,” “will,” “should,” “may” and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect PHX’s current views about future events. Forward-looking statements may include, but are not limited to, statements relating to: the Company’s ability to execute its business strategies; the volatility of realized natural gas and oil prices; the level of production on the Company’s properties; estimates of quantities of natural gas, oil and NGL reserves and their values; general economic or industry conditions; legislation or regulatory requirements; conditions of the securities markets; the Company’s ability to raise capital; changes in accounting principles, policies or guidelines; financial or political instability; acts of war or terrorism; title defects in the properties in which the Company invests; and other economic, competitive, governmental, regulatory or technical factors affecting properties, operations or prices. Although the Company believes expectations reflected in these and other forward-looking statements are reasonable, we can give no assurance they will prove to be correct. Such forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. These forward-looking statements involve certain risks and uncertainties that could cause the results to differ materially from those expected by the Company’s management. Information concerning these risks and other factors can be found in the Company’s filings with the Securities and Exchange Commission, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, available on the Company’s website or the SEC’s website at www.sec.gov.

Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in forward-looking statements. The forward-looking statements in this press release are made as of the date hereof, and the Company does not undertake any obligation to update the forward-looking statements as a result of new information, future events or otherwise.

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EX-99.2

December 2021 Investor Presentation Exhibit 99.2

Cautionary Statement Regarding Forward-Looking Statements 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 therefrom. Cautionary Statement Regarding Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included in this presentation that address activities, events or developments that PHX Minerals Inc. (“PHX” or the “Company”) expects, believes or anticipates will or may occur in the future are forward looking statements. The words “anticipates”, “plans”, “estimates”, “believes”, “expects”, “intends”, “will”, “should”, “may” and similar expressions may be used to identify forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating to: our ability to execute our business strategies; the volatility of realized natural gas and oil prices; the level of production on our properties; estimates of quantities of natural gas, oil and NGL reserves and their values; general economic or industry conditions; legislation or regulatory requirements; conditions of the securities markets; our ability to raise capital; changes in accounting principles, policies or guidelines; financial or political instability; acts of war or terrorism; title defects in the properties in which we invest; and other economic, competitive, governmental, regulatory or technical factors affecting our properties, operations or prices. Although the Company believes the expectations reflected in these and other forward-looking statements are reasonable, the Company can give no assurance such statements will prove to be correct. Such forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. These forward-looking statements involve certain risks and uncertainties that could cause the results to differ materially from those expected by the Company’s management. Information concerning these risks and other factors can be found in the Company’s filings with the Securities and Exchange Commission, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, available on the Company's website or the SEC’s website at www.sec.gov. Readers are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. The forward-looking statements in this presentation are made as of the date hereof, and the Company does not undertake any obligation to update the forward-looking statements as a result of new information, future events or otherwise. Use of Non-GAAP Financial Information This presentation includes certain non-GAAP financial measures. Adjusted EBITDA and discretionary cash flow are supplemental non-GAAP measures that are used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. PHX defines “Adjusted EBITDA” as net income (loss) plus interest expense, provision for impairment, depreciation, depletion and amortization of properties and equipment, including amortization of other assets, provision (benefit) for income taxes and unrealized (gains) losses on derivative contracts. PHX defines “discretionary cash flow” as Adjusted EBITDA minus interest expense plus gain on sale. PHX references Adjusted EBITDA and discretionary cash flow in this presentation because it recognizes that certain investors consider Adjusted EBITDA and discretionary cash flow useful means of measuring our ability to meet our debt service obligations and evaluating our financial performance. Adjusted EBITDA and discretionary cash flow have limitations and should not be considered in isolation or as a substitute for net income, operating income, cash flow from operations or other consolidated income or cash flow data prepared in accordance with GAAP. Because not all companies use identical calculations, the Company’s calculations of Adjusted EBITDA or discretionary cash flow may not be comparable to similarly titled measures of other companies. Oil and Gas Reserves 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 Company discloses only estimated proved reserves in its filings with the SEC. The Company’s estimated proved reserves as of September 30, 2020, referenced in this presentation were prepared by DeGolyer and MacNaughton, an independent engineering firm, and comply with definitions promulgated by the SEC. Additional information on the Company’s estimated proved reserves is contained in the Company’s filings with the SEC.

Investment Considerations Strategy of growth via accretive mineral acquisitions Growth underpinned by complete technical evaluation Attractive valuation relative to mineral focused peer group Sector dislocation provides opportunity to leverage public currency to scale Seasoned management and technical team Actively pursue high-quality positions in the highly fragmented minerals space Minimal incremental G&A required to meaningfully scale Acquisitions underpinned by technical expertise, engineering, and geology Target geologic / economic attributes that will attract development capital Attractive EBITDA and cash flow multiples Strong free cash flow yield Low leverage Ample supply of private minerals assets seeking monetization Limited capital market options for sellers seeking an exit Management and Board have extensive experience and relationships throughout the MidContinent Proven track record of creating value through technically driven analysis 3

Company Overview By Volume By PV-10 Key Statistics Q4 ‘21 Production (MMcfe/d)2 Net Mineral Acres (000s)1 252 77.4 24.04 Proved Reserve Split 6 Source: Company information and Enverus 1 As of 9/30/2021 proforma acquisition and divestiture completed through 11/23/2021 2 As of 9/30/2021 3 See Slide 19 for non-GAAP reconciliation 4 PROB and POSS inventory based on D&M prepared reserve report as of fiscal YE2021 pro forma for acquisitions and divestitures completed through 11/23/2021 5 Provided by Enverus as of 11/15/2021 6 Proved Reserves per 9/30/21 D&M YE21 report, using 9/30/21 effective date, proforma acquisitions and divestitures completed through 11/23/2021, 11/15/21 strip price of WTI/HH 2021: $80.88/$5.02, 2022: $74.53/$4.229, 2023: $68.41/$3.56, 2024: $65.05/$3.22, 2025: $62.58/$3.08, 2026: $60.82/$3.05, 2027: $59.69/$3.12, 2028: $59.31/$3.22, 2029: $59.19/$3.27, 2030: $59.19/$3.37, 2031: $59.53/$3.44, 2032+: $59.82/$3.51. 24.04 Net Mineral Acres2 251,925 Average Net Interest on Producing Royalty Wells1 0.65% 4Q21 Net Production (MMcfe/d)2 24.04 4Q21 Adjusted EBITDA ($mm)3 4.1 Gross Wells on Production1 6,819 Gross WIPs1 86 Gross Active Permits1 33 Gross Additional Undrilled Locations4 2,110 Gross Rigs Running on PHX acreage5 15 Gross Rigs Running Within 2.5 miles of PHX acreage5 73 50% 50 % 39% 61% royalty interest working interest 4

Diversified Mineral Position Over 70%1 of PHX’s net mineral position is currently unleased Provides opportunity to generate additional cash flow from lease bonus payments and royalties without spending additional capital PHX has an active program in place to lease available acres A diversified portfolio of minerals acts as a call option on several prospective plays & zones Source: Company information As of 9/30/2021 proforma acquisition and divestiture completed through 11/23/2021 As determined by Wells in Progress & Permits Top Operators of PHX Minerals2 1 2 5 PHX PRODUCING MINERALS PHX UNLEASED MINERALS PHX LEASEHOLD PHX OWNERSHIP COUNTIES PERMIAN BASIN SCOOP/STACK BAKKEN/THREE FORKS FAYETTEVILLE ARKOMA STACK HAYNESVILLE 70% 25% 5% %Producing %Leased But Not Producing %Unleased

Inventory by Basin Gross Undeveloped Locations Note: Inventory based on D&M prepared reserve report as of fiscal YE2021 pro forma for acquisitions and divestiture completed through 11/23/2021 1 Average net interest on producing royalty wells 2 Wells in progress & permits are as of 9/30/2021 proforma for acquisition and divestitures completed through 11/23/2021 3 PROB locations are beyond SEC 5 year rule and not related to expected well performance or incremental risk 4 Other undeveloped inventory is largely comprised of Western Anadarko Assets Gross Undeveloped Locations Gross Sub-region PDP Wells Average NRI1 Wells In Progress2 Permits2 PROB3 POSS Contingent SCOOP 708 0.35% 41 13 865 373 211 STACK 342 0.52% 8 6 181 65 272 Haynesville 138 0.61% 26 0 220 0 0 Bakken 560 0.29% 2 5 216 9 77 Arkoma Stack 267 0.76% 3 4 98 83 129 Permian 123 2.14% 3 0 0 0 4 Fayetteville 1,071 0.47% 0 0 0 0 475 Other4 3,610 0.82% 3 5 0 0 12 Total 6,819 0.65% 86 33 1,580 530 1,180 3% 1% 35% 46% 15% 9% 14% 1% 44% 16% 7% 9% 3,420 WIP Permits PROB POSS Contingent SCOOP STACK Haynesville Bakken Arkoma Stack Permian Fayetteville Other 6

Reserves Summary SEC Pricing 1 $80/$5.00 Flat Pricing3 Strip Pricing2 $194 $226 $328 1 Proved Reserves per 9/30/21 D&M YE21 report, Probable/Possible per 9/30/21 D&M YE21 report using 9/30/21 effective date; 9/30/21 SEC price deck of $56.51 per bbl of oil, $20.58 per bbl of NGL, $2.79 per mcf of gas (proved volume weighted average price) 2 Proved Reserves per 9/30/21 D&M YE21 report, Probable/Possible per 9/30/21 D&M YE21 report using 9/30/21 effective date, 11/15/21 strip price of WTI/HH 2021: $80.88/$5.02, 2022: $74.53/$4.229, 2023: $68.41/$3.56, 2024: $65.05/$3.22, 2025: $62.58/$3.08, 2026: $60.82/$3.05, 2027: $59.69/$3.12, 2028: $59.31/$3.22, 2029: $59.19/$3.27, 2030: $59.19/$3.37, 2031: $59.53/$3.44, 2032+: $59.82/$3.51. Proved Reserves per 9/30/21 D&M YE21 report, 3 Probable/Possible per 9/30/21 D&M YE21 report using 9/30/21 effective date, flat price deck of $80.00 WTI /$5.00 HH utilized for all reserve categories 4 Probable and Possible locations scheduled out approximately 15 years 5 Proforma acquisitions and divestitures completed through 11/23/2021 PV-10 Value ($mm) Reserve Category SEC1 Strip2,5 $80 / $5.003,5 PDP $86.8 $105.7 $154.3 PUD 9.7 12.1 16.4 Total Proved Reserves $96.5 $117.8 $170.7 Probable4 78.2 87.3 126.9 Possible4 19.4 21.3 30.8 Total 3P Reserves $194.1 $226.4 $328.4 5% 45% 40% 10% $194 9% 5% 47% 39% $226 5% 47% 39% 9% $328 PDP PUD Probable Possible 7

Acquisition History – SCOOP / STACK Proven Track Record of Sourcing and Executing Acquisitions in Various Market Conditions Source: Company information At time of respective acquisition Enverus active rigs as of 11/15/2021 Closed Deals – FY 2021 through 11/15/21 Acquisitions Acquisitions in areas of highest rock quality controlled by best in-class operators with solvent balance sheets Acquisitions targeting an equal blend of PDP, WIPs and Undeveloped locations Proven Track Record of Sourcing and Executing Acquisitions in Various Market Conditions DATE PRICE, $M NRA NET PROD (MCFE/d) 1 GROSS UNDEVELOPED/WIPs 1 OCT-20 2,350 297 110 97 / 21 APR-21 10,939 2,514 475 589 / 17 SEP-20 169 21 0 59 / 0 OCT-20 1,216 220 1 21 / 1 14,674 3,052 1 2 8 PHX Acquisitions OCT-20 APR-21 SEP-21 OCT-21 8

Acquisition History - Haynesville Proven Track Record of Sourcing and Executing Acquisitions in Various Market Conditions Source: Company information At time of respective acquisition Enverus active rigs as of 11/15/2021 Closed Deals – FY 2021 through 11/15/21 Acquisitions DATE PRICE, $M NRA NET PROD (MCFE/d) 1 GROSS UNDEVELOPED/WIPs 1 Oct-20 3,908 409 659 24/20 Nov-20 750 184 200 21/9 Dec-20 1,000 142 130 0/12 Jun-21 1,000 131 0 0/2 Jun-21 1,312 262 17 12/8 Sep-21 163 34 0 5/0 Sep-21 7,249 817 67 156/8 Nov-21 1,691 116 0 9/7 Nov-21 641 103 49 11/0 17,714 2,198 1 2 9 PHX Acquisitions OCT-20 NOV-20 DEC-20 JUN-21 SEP-21 NOV-21 9

SCOOP & STACK L24 Months Activity1,2 MERGE SpringBoard I, II SpringBoard III SpringBoard IV STACK SCOOP MARIETTA SCOOP & STACK Activity Source: Company info and Enverus Source – Enverus; Accessed 9/30/2021 Wells with a permit date, spud date or date of 1st production in the 24 months from 9/30/2019 to 9/30/2021 – Note Permitted count reflects Active Permits YET to be drilled 3A Ovintiv March 2021 IR Presentation; 3B Ovintiv September 2020 IR 4A Devon February 2021 IR Presentation; 4B Q3 2021 IR Earnings Presentation; 4C Q3 2021 Earnings Release 5A Continental Resources 11/2020 IR; 5B Continental Resources 02/2021 IR 9491 gross wells have commenced operations in the L24 months2 495 Active Producers 415 WIPs DUCs & Awaiting 1st Prod 39 Drilling ARDMORE CLR SpringBoard III ~33,000 Net Acres, ~70% WI and up to 260 Operated undeveloped locations5A Strategic Bolt-On Acquisition of 19,500 acres for ~$200MM5A SpringBoard III & IV Sycamore & Woodford delineation wells outperforming 1.5 MMBOE Woodford Type Curve Projections5B 17 Wells Drilled in FY 2021 0 Active Rigs, 4 Remaining DUCs Normal Pressure Over Pressure L24 Date of 1st Production2 L24 Date Spud2 L24 Date Permitted2 Ovintiv “Cube Development” SCOOP-STACK #1 FCF Generating Asset3A; 2021 CAPEX $300 - $325 MM3B 2 Rigs Planned throughout 20213B 7 Permits, 16 WIPs STACK wells drilled and completed for under $5 MM3BDevon / Dow JV Row Development Initial wells exceed pre-drill costs and well performance4C. Partnership is evaluating additional activity in 2022 Planning 30 Well Spuds in 20214B Running 2 Operated Rigs4, 2 Active Permits, 17 WIPs (4 on PHX) CLR SpringBoard I 78 Woodford Producers5A 46 Completed in 2020 – performing in-line with Type Curve projections from 3Q20195B ~50% Undeveloped Locations Remaining5B CLR SpringBoard IV Strategic shift to gas-weighted assets in 2H20205A Planning on 22 gas-weighted wells on-line in 20215A 16 Wells drilled YTD, 4 Active Rigs 10

Key Statistics1 Top Operators6 Net Mineral Acres1 7,031 2.3 Core NMA3 Prod.2 Portfolio Contribution PHX SCOOP Position Net Production (MMcfe/d)2 Note: As of 11/23/2021 As of 9/30/2021 Excludes open acreage Undeveloped Locations consists of PROB and POSS locations Provided by Enverus as of 11/15/2021 As determined by Wells in Progress & Permits 1 2 3 4 5 6 11 Permits on File 13 Wells on Production (Gross / Net) 708 / 3.88 Wells in Progress (Gross / Net) 41 / 0.04 Undeveloped Locations4 1,238 Rigs Running on PHX Acreage5 7 Rigs Running Within 2.5 miles of PHX Acreage5 19 Portfolio Contribution 29% 7% 7,031 64% 45% 2.3 28% 27% Oil NGL Gas Producing Leased But Not Producing Open 93% 7% 91% 9% Core NMA3 prod.2 11

Springboard III Area of Interest Source: Company info and Enverus As of 11/23/2021 Includes open and unleased minerals (non-op working interest via well participation); the Net Royalty Acres (NRA) for open and unleased minerals are determined by evaluating the fair market value and/or the governing agreement between the mineral owner and Operator/State regulatory commission Wells spud and drilled but not completed over last 24 months Active natural gas and oil active horizontal permits filed in last twelve months with no spud date. Permits are valid for 18 months and extendable by an additional 6 months Data from Enverus as of 11/15/2021 Continental Resources 11/2020 Presentation PHX Ownership1,2 : 1,622 Net Mineral Acres/2,087 Net Royalty Acres Gross Wells In Progress3: 8 Gross Active Permits4: 2 Gross Active Rigs5: 2 SpringBoard III In November 2020, Continental Resources announced the “Strategic Acquisition” of Casillas Petroleum - 19,500 NMA for $200MM6 Assume Continental will drill Springboard III at a similar pace to SpringBoard I (154 wells over 3 years) Selected key operators: Continental Resources, Camino, Ovintiv Targeted zones include the Mississippi Sycamore and the Woodford Shale 1st SYCAMORE SPACING & DENSITY UNIT Operated by Cheyenne Petroleum Currently drilling 4 well density pilot targeting the Sycamore

Springboard III Activity Note: Continental Resources February 2021 Presentation Sourced from Enverus, Accessed 11/15/2021 SPRINGBOARD III SYCAMORE 4 WELL DSU 1,320’ SPACING Recent Well Results Woodford Gross Thickness WOODFORD 8 WELL DSU 660’ SPACING MAP # WELL PROD. ZONE CUM (MBOE6) # MONTHS PROD Brian 27-34 S1H Sycamore 125 5 Sundance Kid 0104 26-35-1MXH Sycamore 74 2 Skeet 17-20 LW1H Lower Woodford 330 20 Gus McCrea 01S04W 16-21-1MH Sycamore 370 12 Amsterdam 1-35-26XHW Woodford 71 3 Liberty 1-18-19XHW Woodford 169 5 Essex 1R-12-13XHW Woodford 168 5 Current Well Spacing & Density Supported by Volumetrics 1,320’ apart 4 wells / unit 880’ apart 6 wells / unit SYCAMORE WOODFORD 1 2 13

Key Statistics1 Top Operators6 Net Mineral Acres1 1,449 2.9 Core NMA3 Portfolio Contribution Haynesville Position Net Production (MMcfe/d)2 Prod.2 Note: As of 11/23/2021 As of 9/30/2021 Excludes open acreage Undeveloped Locations consists of PROB and POSS locations Provided by Enverus as of 11/15/2021 As determined by Wells in Progress & Permits Permits on File 0 Wells on Production (Gross / Net) 138 / 0.69 Wells in Progress (Gross / Net) 26 / 0.20 Undeveloped Locations4 220 Rigs Running on PHX Acreage5 6 Rigs Running Within 2.5 miles of PHX Acreage5 16 1 2 3 4 5 6 14 Portfolio Contribution Core NMA3 Prod.2 99% 1% 88% 12% 1,449 2.9 100% 100% Reducing Leased But Not Producing Open Oil NGL Gas

Caddo Parish Area of Interest Selected key operators: Goodrich/Paloma, Chesapeake and Comstock Targeted zone is the Haynesville Shale PHX Ownership1: 409 Net Mineral Acres / 637 Net Royalty Acres Gross Wells In Progress2: 38 Gross Active Permits3: 27 Source: Company info and Enverus As of 11/23/21 Wells spud and drilled but not completed over last 24 months Active natural gas and oil active horizontal permits filed in last twelve months with no spud date. Permits are valid for 18 months and extendable by an additional 6 months Data from Enverus as of 11/15/2021 1 2 3 4 15 PALOMA BAREMORE EST 11H 001 & 002-ALT 1st Production: 7/2021 Lateral Length: 4,500’ Proppant Intensity: 4,000 LBS/FT 90 Day Cum: 1.5 BCF/well Norm. 1st 3mo: 0.33 BCF/1,000FT PHX High NRI Acquisitions

Key Statistics1 Top Operators6 Net Mineral Acres1 5,814 4.1 Core NMA3 Portfolio Contribution STACK Position Net Production (MMcfe/d)2 Prod. 2 STACK Note: As of 11/23/2021 As of 9/30/2021 Excludes open acreage Undeveloped Locations consists of PROB and POSS locations Provided by Enverus as of 11/15/2021 As determined by Wells in Progress & Permits Permits on File 6 Wells on Production (Gross / Net) 342 / 4.32 Wells in Progress (Gross / Net) 8 / 0.04 Undeveloped Locations4 246 Rigs Running on PHX Acreage5 1 Rigs Running Within 2.5 miles of PHX Acreage5 14 16 1 2 3 4 5 6 Portfolio Contribution Core NMA3 Prod.2 93% 7% 84% 16% 5% 6% 89% 5,814 10% 30% 60% 4.1 Oil NGL Gas Producing Leased But Not Producing Open

Selected key operators: Ovintiv and Devon Targeted zones include the Mississippian Meramec and the Woodford Shale Devon / Dow Chemical Partnership is evaluating additional activity in 2022 after initial wells outperformed expected well performance and D&C costs6B Ovintiv and Devon plan to run 2 Rigs throughout 20216A,6B PHX Ownership1,2: 1,359 Net Mineral Acres/1,927 Net Royalty Acres Gross Wells In Progress3: 37 Gross Active Permits4: 11 Gross Active Rigs6 : 3 Gross 1st Prod5: 26 Gross Spud or Completed5: 81 Southwestern Kingfisher County Area of Interest STACK Position Source: Company info and Enverus As of 11/15/21 Includes open and unleased minerals (non-op working interest via well participation); the Net Royalty Acres (NRA) for open and unleased minerals are determined by evaluating the fair market value and/or the governing agreement between the mineral owner and Operator/State regulatory commission Wells spud and drilled but not completed over last 24 months Active natural gas and oil active horizontal permits filed in last twelve months with no spud date. Permits are valid for 18 months and extendable by an additional 6 months Trailing 12 Months as of 11/15/2021 Data from Enverus as of 11/15/2021; 6A Ovintiv March 2021 IR Presentation; 6B Devon Q3 2021 IR Earnings Presentation Ovintiv 0 Active Rigs, 16 WIPs, 7 Permits Cube Development Devon / Dow JV 2 Active Rigs, 17 WIPs, 2 Permits Row Development

Financial Highlights Production (MMcfe/d) Adjusted EBITDA ($mm)1 Discretionary Cash Flow ($mm)2 Total Debt ($mm) Source: Company filings 1 Adjusted to exclude unrealized losses (gains) on derivatives and cash receipts from off-market derivatives; See Slide 19 for a reconciliation of Adjusted EBITDA to Net Income, the most directly comparable GAAP financial measure 2 Calculated as Adjusted EBITDA minus interest expense; See Slide 19 for GAAP to non-GAAP reconciliation 3 Total debt as of 9/30/2021 3 18 Working Interest Royalty Interest 30 8 22 2017 34 9 25 2018 28 9 19 2019 23 9 14 2020 25 14 11 2021 $24 2017 $ 26 2018 $38 2019 $14 2020 $15 2021 DCF Gain on Sale $22 $22 2017 $24 $24 2018 $36 $19 $17 2019 $12 $4 $8 2020 $14 $0 $14 2021 $52 2017 $51 2018 $35 2019 $29 2020 $17.5 2021

Reconciliation of Non-GAAP Financial Measures Source: Company Filings ($ in millions) Year Ended Sept.30 2017 Year Ended Sept.30 2018 Year Ended Sept.30 2019 Year Ended Sept.30 2020 Year Ended Sept.30 2021 net income$3.5 $14.6 ($40.7) ($24.0) ($6.2) (+) unrealized gain on Derivatives (0.9) 3.9 (5.9) 3.2 4.3 (+) income Tax Expense 0.7 (12.7) (13.5) (8.3) (0.7) (+) interest Expense 1.3 1.7 2.0 1.3 1.0 (+) DD&A 18.4 18. 18.2 11.3 7.7 (+) impairment 0.7 0.0 76.8 29.9 0.1 (+) former CEO severance 0.0 0.0 0.7 0.0 0.0 (+) cash Reciepts from off market Derivatives 0.0 0.0 0.0 0.0 8.8 Adjusted EBITDA $23.6 $26.0 $37.6 $13.5 $14.9 (-) interest Expense 1.3 1.7 2.0 1.3 1.0 Discretionary cash Flow $22.3 $24.2 $35.6 $12.2 $13.9 ($ in millions) 3 Months Ended Sept.30 2020 Dec.31 2020 Mar.31 2021 June.30 2021 Sept.30 2021 Net income ($1.8) ($0.6) ($0.5) ($1.4) ($3.8) (+) unrealized gain on Derivatives 2.4 0.9 2.1 4.5 (3.1) (+) income Tax Expense (0.7) (0.1) (0.2) (0.8) 0.4 (+) interest Expense 0.3 0.3 0.3 0.2 0.23 (+) DD&A 2.5 2.3 1.8 2.1 1.6 (+) impairment 0.0 0.0 0.0 0.0 0.0 (+) cash Reciepts from Off-market Derivatives 0.0 0.0 0.0 0.0 8.8 Adjusted EBITDA $2.7 $2.8 $3.4 $4.7 $4.1 (-) interest Expense 0.3 0.3 0.3 0.2 0.2 Discretionary cash Flow $2.4 $2.5 $3.1 $4.5 $3.9 19

Hedge Position as of November 26, 2021 Natural Gas Hedges (Mcf) Crude Oil Hedges (bbl) Swap Price:1 Collar Floor:1 Collar Ceiling:1 Source: Company flings 1 Gas hedge prices are in $/Mcf and Oil hedge prices are in $/bbl 2 Fiscal years Mix of collars and swaps designed to provide upside exposure while protecting downside risk 2 2 2 2 2 2 Swap Price:1 Collar Ceiling:1 Collar Floor:1 $2.93 $5.10 $3.50 $3.22 $4.86 $3.20 $3.40 $4.70 $3.00 $44.25 $52.84 $67.55 3,242,000,2,280,000 420,000 360,000 60,000 2024 2023 1,980,000 3,162,000 80,000 2022 125,500 125,500 2022 43,500 43,500 2023 4,500 2024 Collar Swap Collar Swap 20

Why Invest in PHX? 1 2 3 4 5 Strategy of growth via accretive mineral acquisitions Growth underpinned by complete technical evaluation Attractive valuation relative to mineral focused peer group Sector dislocation provides opportunity to leverage public currency to scale Seasoned management and technical team

Appendix

Company Leadership Management Team Title Years with Company Experience Chad Stephens CEO and Board Director 5 CEO for PHX since 2019 SVP –Corporate Development of Range Resources for 20 years until retiring in 2018 B.A. in Finance and Land Management from University of Texas Ralph D’Amico CFO 3 CFO for PHX since 2020 20 years of investment banking experience Bachelor’s in Finance from University of Maryland; MBA from George Washington University Chad True V.P. of Accounting 1 13 years of accounting experience Audit and accounting positions with Grant Thornton LP, Tiptop Oil & Gas and Wexford Capital LP B.S. and Masters in Accounting from Oklahoma State University Danielle Mezo V.P. of Engineering 1 >10 years reservoir engineer experience Reservoir engineer, acquisitions, and corporate planning positions at SandRidge Energy B.S. in Petroleum Engineering from University of Oklahoma and licensed Professional Engineer Carl Vandervoort Director of Geology 1 >14 years experience, recently managed a buy-side consulting company for private equity groups and portfolio companies Exploration Manager for Zenergy, Inc., an Apollo Management portfolio company B.S. in Chemistry from University of Texas; M.S. in Geophysics at University of Oklahoma Kenna Clapp Director of Land 1 10 years of land experience Various land positions with Chesapeake Energy in Haynesville, Eagleford, Mid-Continent and Barnett shales B.S. in Accounting and Finance from Oklahoma State University; JD from Oklahoma City University Board of Directors Title Years with Company Experience Mark T. Behrman Lead Independent Director 5 CEO of LSB Industries, Inc. since 2018 Managing Director and Head of Investment Banking of the Industrial and Energy Practices of Sterne Agee from 2007 to 2014 MBA in Finance from Hofstra University and B.S. in Accounting, Minor in Finance from Binghamton University Glen A. Brown Director 1 SVP – Exploration for Continental Resources from 2015 through 2017 Exploration manager for EOG Resources Midcontinent from 1991 through 2003 Bachelor’s in Geology from State University of New York; Master’s in Geology from New Mexico State University in Las Cruces Lee M. Canaan Director 7 Founder and portfolio manager of Braeburn Capital Partners, LLC Board member for EQT Corporation and Aethon Energy, LLC Bachelor’s in Geological Sciences from USC, Master’s in Geophysics from UT-Austin, and MBA in Finance from Wharton Peter B. Delaney Director 4 Principal with Tequesta Capital Partners since 2016 Chairman and CEO of OGE Energy Corporation from 2007 through 2015 Christopher T. Fraser Director 3 Operating Partner of Advent International Corp. since 2011 Chairman of the Board for KMG Chemicals from 2012 through 2018 B.S. in Chemistry and Business Administration from University of Connecticut; MBA from Pepperdine John H. Pinkerton Director 1 CEO of Range Resources Corporation from 1992 through 2012 Executive Chairman and Chairman of Board of Directors for Encino Energy since 2017 B.A. in Business Administration from Texas Christian University; Master’s from the University of Texas at Arlington 23

11,576 3.5 Portfolio Contribution Arkoma Stack Position Top Operators6 Core NMA3 Key Statistics1 Net Mineral Acres1 Net Production (MMcfe/d)2 Prod.2 Note: As of 11/23/2021 As of 9/30/2021 Excludes open acreage Undeveloped Locations consists of PROB and POSS locations Provided by Enverus as of 11/15/2021 As determined by Wells in Progress & Permits Permits on File 4 Wells on Production (Gross / Net) 267 / 6.23 Wells in Progress (Gross / Net) 3 / 0.03 Undeveloped Locations4 181 Rigs Running on PHX Acreage5 1 Rigs Running Within 2.5 miles of PHX Acreage5 2 24 90% 10% 81% 19% 1 2 4 3 4 5 6

3,106 1.2 Portfolio Contribution Bakken/Three Forks Position Top Operators6 Core NMA3 Key Statistics1 Net Mineral Acres1 Net Production (MMcfe/d)2 Prod.2 Note: As of 11/23/2021 As of 9/30/2021 Excludes open acreage Undeveloped Locations consists of PROB and POSS locations Provided by Enverus as of 11/15/2021 As determined by Wells in Progress & Permits Permits on File 5 Wells on Production (Gross / Net) 560 / 2.07 Wells in Progress (Gross / Net) 2 / 0.00 Undeveloped Locations4 225 Rigs Running on PHX Acreage5 0 Rigs Running Within 2.5 miles of PHX Acreage5 9 25 1 2 3 4 5 6 98% 4% 95% 5%

9,871 5.0 Portfolio Contribution Fayetteville Position Top Operators6 Core NMA3 Key Statistics1 Net Mineral Acres1 Net Production (MMcfe/d)2 Prod.2 Note: As of 11/23/2021 As of 9/30/2021 Excludes open acreage Undeveloped Locations consists of PROB and POSS locations Provided by Enverus as of 11/15/2021 As determined by wells on Production Permits on File 0 Wells on Production (Gross / Net) 1,071 / 14.09 Wells in Progress (Gross / Net) 0 / 0.00 Undeveloped Locations4 0 Rigs Running on PHX Acreage5 0 Rigs Running Within 2.5 miles of PHX Acreage5 0 Portfolio Contribution Core NMA3 91% 9% Prod.2 79% 21% 28% 9,871 72% Producing Leased But Not Producing Open Oil NGL Gas 5.0 100% 1 2 3 4 5 6 26

35,931 0.2 Portfolio Contribution Permian Position Top Operators6 Core NMA3 Key Statistics1 Net Mineral Acres1 Net Production (MMcfe/d)2 Prod.2 Note: As of 11/23/2021 As of 9/30/2021 Excludes open acreage Undeveloped Locations consists of PROB and POSS locations Provided by Enverus as of 11/15/2021 As determined by Wells in Progress & Permits Delray Oil, Inc. Permits on File 0 Wells on Production (Gross / Net) 123 / 1.00 Wells in Progress (Gross / Net) 3 / 0.14 Undeveloped Locations4 0 Rigs Running on PHX Acreage5 0 Rigs Running Within 2.5 miles of PHX Acreage5 3 27 Portfolio Contribution Core NMA3 Prod.2 0% 100% 0% 75% 8% 17% 35,931 6% 15% 79% 0.2 Oil NGL Gas Producing Leased But Not Producing

XML

Document and Entity Information	Dec. 13, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 13, 2021
Entity Registrant Name	PHX MINERALS INC.
Entity Central Index Key	0000315131
Entity Emerging Growth Company	false
Entity File Number	001-31759
Entity Incorporation, State or Country Code	OK
Entity Tax Identification Number	73-1055775
Entity Address, Address Line One	1601 NW Expressway
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	Oklahoma City
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	73118
City Area Code	405
Local Phone Number	948-1560
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Class A Common Stock, $0.01666 par value
Trading Symbol(s)	PHX
Name of each exchange on which registered	NYSE