Frequently asked questions

Straight answers

Grouped by what you are trying to figure out. Every number here is the live setting, not a brochure.

Investing

Who can invest?

U.S. accredited investors (Rule 506(c)), non-U.S. investors (Regulation S), and — once the Regulation A offering is qualified — any U.S. investor. Residents of sanctioned countries are not eligible. Three doors →

What is the minimum?

$500. Larger single amounts above $5.00M are arranged directly.

How do I pay?

Card or bank through Coinbase Onramp, USDC from a verified wallet on Base, Ethereum or Solana, or a wire/ACH. You do not need to own any crypto.

When do I get shares?

On the 1st of the month after your money arrives, if it arrives by the 25th; otherwise the 1st of the month after that. Until then your money is cash and refundable. The cycle →

Is my money invested while I wait for the 1st?

No. It is held as cash in the company's account, shown as a liability in NAV, and refundable at your request until it converts.

Can I invest through a company or trust?

Yes. Entities provide formation documents and beneficial-ownership information; non-U.S. entities sign a W-8BEN-E.

Shares & NAV

What is NAV per share?

The company's assets minus liabilities, divided by shares outstanding, struck at every month-end. Assets are mostly the discounted value of the wells' future cash flow (PV-10) at forward prices, plus cash and the ADHI position.

Who decides NAV?

Management prepares it from the independent reserve report, actual production and the NYMEX strip; a valuation committee including independent directors approves it; then it is published with its inputs and recorded on-chain.

Why does NAV per share change every month?

Because prices, production and the reserve roll-forward change every month. It also changes when shares are issued (no dilution — new shares are issued at NAV) and when distributions are paid (NAV falls by the cash paid out).

Will NAV per share go down over time?

Wells deplete, so without reinvestment it would. Retaining 35% of distributable cash to buy more interests slows that; higher prices or successful operations can offset it. Expect drift, judge total return. Depletion →

Is the share on a blockchain?

The share is ordinary common stock. The legal register is kept by the transfer agent; a permissioned on-chain ledger mirrors it under Delaware law so that NAV, issuance and distributions are publicly verifiable. You never need a wallet to own shares.

Distributions & payouts

How often are distributions paid?

Distributions are paid quarterly until NAV reaches $20.00M, then monthly. Record date is period-end; pay date is on or about the 5th of the following month.

How is the amount decided?

A cash waterfall: gross revenue less production taxes, operating costs, capital spending and G&A gives distributable cash; 65% is paid per share and 35% retained. The waterfall →

How am I paid?

USDC on Base, Ethereum or Solana, or bank transfer. Choose in Settings. Until you choose, distributions are held in dollars for you.

What does return of capital mean on my statement?

For tax purposes, part of each distribution is a return of what you invested rather than a dividend, because depletion shelters much of the company's cash flow from being taxable earnings. It reduces the tax basis of your shares and is not taxed as income now. The estimate is finalized on your year-end form.

What if my wallet address is wrong?

You can only be paid to a wallet you have verified by signing a message from it, and we screen it before the first payment. A payment to a verified address cannot be reversed, so keep control of the wallet.

Taxes

What tax form will I receive?

U.S. shareholders: 1099-DIV by January 31. Non-U.S. shareholders: 1042-S by March 15. Never a K-1.

Is anything withheld?

U.S. shareholders with a W-9 on file: nothing. Non-U.S. shareholders: 30% on the dividend portion, reduced to your treaty rate when claimed on Form W-8BEN, plus 15% FIRPTA withholding on the return-of-capital portion while the company is a U.S. real property holding corporation. Every payment shows gross, withheld and net. Withholding examples →

Can I claim withheld tax at home?

Often, yes — the 1042-S documents U.S. tax paid, which many countries credit against local tax. Ask your adviser.

Do I file a U.S. tax return as a foreign shareholder?

Generally no. Withholding at source on dividends and FIRPTA on the return-of-capital portion satisfies your U.S. obligation on distributions in most cases. Sales of shares of a U.S. real property holding corporation can have FIRPTA consequences; consult your adviser.

Liquidity

Can I sell my shares?

Through the quarterly repurchase program: request during the last month of a quarter, receive NAV per share less 3%, settled by the 15th of the following month, subject to a 5% of shares outstanding cap per quarter.

Is there a lock-up?

Shares bought under Rule 506(c) or Regulation S are restricted for 12 months. Regulation A shares are not. Shares held under 12 months also carry a 2% early-repurchase deduction.

Can the company refuse to repurchase?

Requests above the quarterly cap are filled pro rata and can be resubmitted. The board may suspend the program in extraordinary circumstances, such as a market dislocation that would force selling reserves at distressed prices.

Can I borrow against my shares?

No. The company does not lend, arrange lending, or support pledging shares as collateral.

Existing shareholders

How do I claim my shares online?

Create an account, enter the claim code from the letter or email we sent, verify your identity, and choose how you would like distributions paid. Your shares appear the moment the code is accepted.

I did not receive a claim code.

Contact investors@fifthmeridian.ai with your name and certificate number, or use the contact form.

Are my old shares restricted?

No. Shares issued long ago carry no restricted period and are eligible for the repurchase program immediately.

Operated wells & risk

Why does the company operate wells at all?

Because a small, hands-on operator can buy proved production at low multiples and add value through workovers, cost control and drilling locations it controls. It is kept to at most 35% of PV-10 because it carries operating, capital and plugging exposure that royalties do not.

Who pays to plug a well?

The working-interest owners — including the company for its share. Every working-interest purchase is priced with the plugging cost in the forecast, and an asset-retirement accrual is deducted from NAV from day one.

What happens in a price crash?

Revenue falls, distributions fall, NAV falls. Royalty interests keep paying at lower prices with no cost exposure; some working-interest wells can become uneconomic and be shut in or plugged. The company does not hedge and does not borrow, so a crash reduces income rather than threatening solvency.

What happens if Fifth Meridian's management disappears?

The company owns the wells directly and the transfer agent holds the register. Royalty checks keep arriving from operators. The board can appoint new management or, in the extreme, sell the assets and distribute the proceeds to shareholders.

Is NAV audited?

Annual financial statements, including year-end NAV and the valuation policy, are audited. Monthly NAVs are prepared under the same policy from the audited reserve report, actual production and strip pricing, and each is published with its reserve data hash.

Illustrative only. Nothing here is a forecast or a guarantee. Oil and gas interests are wasting assets: production declines as reserves are produced, distributions vary and include a return of capital, and NAV per share is an estimate that will change. Nothing on this page is an offer to sell or a solicitation of an offer to buy any security. Tax statements are general and not advice.

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