Energy Resources 12 LP

01/30/2026 | Press release | Distributed by Public on 01/30/2026 09:47

Material Event (Form 8-K)

January 30, 2026

Dear Partner:

We are pleased to provide an update about Energy Resources 12, L.P. (the "Partnership", "ER12", "we", "our" or "us").

Over the last year, we have evaluated the potential for a liquidation of our assets in North Dakota via several options. During the same period, the market price for oil has significantly decreased - down nearly 20% from January 2025 to January 2026. With the uncertainty of oil markets along with the recent global events that directly add volatility to the market, we feel the best way to maximize value for our limited partners is to continue to hold our assets.

Each January, we assist David Lerner Associates and its trustee (RBC) with their FINRA requirements by calculating an estimated per unit value of the Partnership. The per unit value as of December 31, 2025 (as seen on your January statement) decreased from $10.90 to $8.26. This change is primarily the result of lower oil prices as of the date of analysis, which dropped from approximately $70 per barrel of oil at the end of December 2024 to approximately $57 per barrel of oil at the end of December 2025. Because valuations change daily based on market pricing (oil prices exceeded $65 per barrel at the date of this letter), the per unit value does not necessarily reflect a per unit value we could receive upon liquidation of our assets.

Our operators proposed to drill 12 new wells on our highly-coveted Williston Basin acreage during the fourth quarter of 2025. Progress continues on these wells and based on the best information received from our operators, these wells should be producing by the first quarter of 2026. Our proportionate share of the drilling and completion capital costs for these 12 wells is approximately $9 million. We remain committed to conserving our cash on-hand and credit facility availability to ensure we can pay for the drilling and completion costs of the new wells.

Limited partner monthly distributions remain suspended and will continue to be during this drilling program and until the credit facility is repaid. The Partnership will accumulate unpaid distributions at an annualized return of seven percent, and all accumulated distributions are required to be paid before final Payout occurs, as defined in the Partnership's limited partnership agreement. The accumulated unpaid distributions total for the period July 2025 through January 2026 is approximately $8.4 million, or $0.76 per common unit. We paid distributions of approximately $0.64 per common unit, or $7.1 million, in 2025. Since the inception of the ER12 program, we have paid approximately $122 million in distributions, or up to $12.49 per common unit, to our limited partners.

The Partnership is preparing our 2025 annual report, which we plan to file in mid-March. We continue to pay taxes on behalf of limited partners (as required by the state of North Dakota), so we intend to make a payment for tax year 2025 in early April. We paid approximately $125,000 (about $0.011 per common unit) in withholding taxes on behalf of the limited partners in April 2025 for the 2024 tax year. Your proportionate share of the 2024 tax payment will be reflected in the K-1 tax forms you receive from us, which we anticipate will be available to limited partners by mid-March as well. Please continue to consult with your tax advisor when reviewing your K-1s.

Despite lower oil market prices, we continue to operate cash-flow positive. We look forward to the completion of the new wells, which will boost our production to start 2026. If you have questions regarding the status of your investment, please contact your Investment Counselor at David Lerner Associates, Inc. We also encourage you to review all the Partnership's filings with the SEC, which are available online at www.energyresources12.com or www.sec.gov.

Thank you for your continued support of this investment.

Sincerely

Glade M. Knight

Chairman and Chief Executive Officer

Energy Resources 12 GP, LLC

Energy Resources 12 LP published this content on January 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 30, 2026 at 15:47 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]