Innov8 Resources, Inc. — Investment Memorandum v3

Innov8 Resources

Private Markets — Confidential Investor Materials

Innov8 Resources, Inc.

Helium & Green Hydrogen Production — Arizona & Wyoming
Program 2 LLC Membership Interest Offering (Reg D 506(b))

Program 2 LP Equity $300M Target Equity Raise Reg D 506(b) Accredited Investors Only ~100 Wells | 16–115

Executive Summary

Company Overview
Company	Innov8 Resources, Inc. (Delaware C-Corp) — Holdco; operating through INNOV8 Gases Corporation (Wyoming), holder of all working interests and mineral leases
Business	Helium and green hydrogen production from mapped, permitted well locations in Apache/Navajo Counties, AZ (Pinta Dome, Concho Dome/Amos Wash, Woodruff, Puerco Ridge) plus Val Verde County, TX
Stage	Pre-production; advanced permitting underway. Identified serious offtake interest from Tier-1 industrial gas buyers. Offtake agreements execute at first production.
Macro Catalyst	Ras Laffan Shock (early 2026): 22% of global helium supply offline. Spot market tightening. 44 M MT/yr green hydrogen deficit by 2030.

Program 2 — LP Equity Offering (This Offering)
Term	Detail	Notes
Instrument	Program 2 LLC Membership Interests	Reg D Rule 506(b)
Target Raise	$300,000,000 equity	Plus $125M Sukuk + $130M senior debt
LP Interest	15% of Program 2 LLC (plain pro-rata)	Holdco: 80% managing member
LP Preferred Hurdle	8.0% per annum, compounded annually — LP return hurdle governing Phase 1→2 transition	48% LP/GP pool splits 80/20 (38.4% LP / 9.6% GP) until LP capital + 8% pref returned; Holdco SA §6.3
Pre-Money Valuation	$2.0B (Holdco)	Board-approved valuation basis for Program 2 Phase 1 equity raise
Post-Money Valuation	$2.805B (Holdco)	$2.0B pre-money + $805M aggregate capital plan ($250M Program 1 debt + $300M Program 2 equity + $125M Sukuk + $130M senior debt)
Projected LP Returns	Bear: 63.0% IRR \| Base: ~114% IRR \| Best: ~168% IRR	Galileo model (bear, $400/Mcf); base $1,150/Mcf · best $2,000/Mcf + 1.2× flow — Galileo-scaled. LP MOIC 4.82× (bear)
Use of Proceeds	~100-well expansion (wells 16–115); processing facilities; operations	Program 2 standalone

Program 1 — Senior Secured Debt (Self-Contained; Not This Offering)
Structure	$250,000,000 senior secured debt with 10% Lender Warrant kicker (exercisable at Liquidity Event only). Financing-only — no LP equity.	Wells 1–15 only
Purpose	Secures initial project infrastructure and proves reserves at scale, directly de-risking Program 2 wells 16–115	Self-contained; no LP obligation

Investment Thesis

Why We Like It

63.0%

Bear Case IRR (LP, $400/Mcf)

~114%

Base Case IRR (LP, $1,150/Mcf)

8.0%

LP Pref Hurdle Rate

1. A Supply Shock That Changes the Calculus

In early 2026, the Ras Laffan LNG complex in Qatar — the world's single largest helium production site — suffered a significant operational disruption that removed approximately 22% of global helium supply in a matter of weeks. Helium has no strategic reserve, no futures market, and no substitute in its critical applications.

The Ras Laffan Shock changes the entry window. Projects that were "interesting but early" in late 2025 are now directly in the path of a structural deficit. Innov8's mapped, permitted well locations in the Pinta Dome formation represent one of the few near-term domestic supply solutions at scale.

2. Domestic Helium — A Critical Resource with No Substitute

Demand Drivers

Semiconductors: Wafer fabrication cooling and fiber optic production. TSMC, Samsung, and Intel consume helium at scale — demand is non-discretionary and inelastic.
MRI & Medical: Every clinical MRI machine requires ~2,000 liters of liquid helium. No functional substitute.
Quantum computing: Dilution refrigerators for quantum systems require near-absolute-zero cooling using liquid helium. Demand is early-stage and accelerating.
Defense & Aerospace: Helium is used in missile guidance systems, satellite propulsion, and clean-room manufacturing. Defense demand is classified and inelastic.
AI/HPC Data Center Cooling: Helium-based cooling systems purpose-built for high-performance compute workloads are an emerging demand category. Innov8 holds a strategic partnership with TidalNRG — a joint IP co-development arrangement for water-free, AI-optimized cooling infrastructure targeting significant reduction in cooling-related energy usage.

Supply Constraints

~75% of global supply concentrated in 3 production nodes (Qatar, U.S. Federal Helium Reserve, Algeria)
U.S. Federal Helium Reserve — Amarillo, TX — statutory depletion in progress
Ras Laffan disruption removed ~22% of global supply overnight
New greenfield projects take 5–8 years from discovery to production
Innov8's formation geology (Pinta Dome) is a rare, verified high-concentration source in a jurisdiction with favorable permitting

3. Green Hydrogen — The 2030 Transition Premium

Each well produces co-located hydrogen that qualifies as "green" under DOE pathway analysis. Innov8's embedded liquefaction and electrolysis infrastructure monetizes this co-product stream at $12,000/MT, benefiting from federal IRA incentives and a growing base of industrial offtake demand. The green hydrogen market is projected to grow from ~$3B today to over $100B by 2035 (BloombergNEF), with a 44 million MT/year production deficit projected by 2030.

Why now: The combination of (1) post-Ras Laffan supply dislocation, (2) IRA hydrogen production incentives, (3) advanced permitting already in place, and (4) identified serious offtake interest from Tier-1 industrial buyers creates a narrow window for LP capital to enter Program 2 at pre-production pricing with disproportionate upside.

Investment Thesis — Continued

Why We Like It (Continued)

4. Unique Formation Geology — Not a Speculative Play

Innov8 operates on the Pinta Dome formation (Apache County, AZ) — one of the highest-concentration helium deposits in the U.S., contiguous with the Navajo Nation's verified helium fields, with extensive BLM/USGS stratigraphic data:

Proven formation: Independently confirmed helium concentration (3.5%–7.2% He by volume at target depth)
Mapped locations: ~115 well locations mapped with formation analysis (15 Program 1 + ~100 Program 2)
Permitting underway: State, tribal, and federal permitting in active process — critical path items substantially advanced
Embedded infrastructure: Liquefaction, electrolysis, and compression equipment is embedded in the production model from well 1 — no capital-allocation cliff for infrastructure buildout

5. Structure Built for Institutional Capital

24 months of multi-jurisdictional legal, tax, and structuring work. Key features:

Delaware C-Corp Holdco — eliminates K-1 phantom income (21% corp tax vs. 37–45% pass-through distributions); no investor tax events until dividend or exit
Form 8832 C-Corp elections on both Program LLCs — preserves §1504 consolidated filing
Reg D 506(b) Program 2 offering — targeted accredited investor placement, no general solicitation, no PPM
Subscription Pack — clean investor documentation without LP agreement complexity

8.0% preferred return hurdle — after debt service, the 48% LP/GP pool splits 80/20 (38.4% LP / 9.6% GP) during Phase 1; this continues until LP capital plus 8% compounded annual return is fully returned — GPs receive their 9.6% concurrently, not after
Three-phase waterfall at Holdco SA §6.3 — Phase 1 (80/20 LP-favorable split), Phase 2 (GP catch-up), Phase 3 (20/28 steady-state)
~$27M Gases Corp sunk capital credit applied to Holdco's 80% Program 2 contribution obligation — reduces effective new capital required at Holdco level
Program 1 self-contained — $250M senior debt entirely separate from Program 2 LP capital; LP investors have no obligation to Program 1 and no exposure to Program 1 lender terms

6. Investor Positioning

Pre-institutional syndication stage. Program 2 LP equity ($300M target raise) is being syndicated to a small number of qualifying institutional and accredited LP relationships ahead of broader roadshow distribution. Phase 1 tranche participants carry preferential positioning in the LP stack under the Holdco SA §6.3 three-phase waterfall.

~115

Mapped Well Locations

$1,150

He Price /Mcf (Base)

$12K

H₂ Price /MT

$805M

Total Program Capitalization

Exit & Monetization

Path to Liquidity

Revenue Pipeline

Innov8 has advanced commercial discussions with Tier-1 industrial gas buyers expressing serious offtake interest at prices at or above the $400/Mcf bear case. Agreements execute at first production.

Verdicel Corporation

Specialty industrial gas distributor with Southwestern U.S. distribution infrastructure. Serious offtake interest for high-concentration helium from Pinta Dome production; terms in discussion.

Edelgas and Tier-1 Partners

Letters of serious interest from Edelgas (European and North American distribution network) and additional Tier-1 industrial gas partners.

TidalNRG — Strategic Technology Partnership

Innov8 Resources has a strategic partnership with TidalNRG, a cooling technology company specializing in helium-based infrastructure for AI and high-performance computing. Key terms:

AI-Optimized Cooling: Tailored for HPC workloads and applicable across hyperscale deployments
Water-Free Operation: Eliminates water usage for cooling entirely — a growing concern for communities and regulators
Joint IP Development: All cooling innovations co-owned, establishing a long-term IP moat
Sustainability Impact: Targeting significant reduction in cooling-related energy usage at scale

This partnership positions Innov8 at the intersection of domestic helium supply and the AI infrastructure buildout — a demand vector most helium producers cannot access.

Liquidity Pathways for LP Investors

Pathway	Timeline	Description
Production Cash Distributions	Months 28–84 (est.)	Three-phase waterfall distributions from Program 2 LLC production revenues, beginning at LP-preferred-return recovery (Phase 1: 38.4% to LPs)
Strategic Sale / M&A	Year 5–7	Sale of Holdco or Program 2 LLC to a major industrial gas company (Air Products, Linde, Air Liquide), energy company, or infrastructure fund. Comparable transactions in specialty gas have traded at 8–14× EBITDA.
IPO / Public Markets	Year 5–8	C-Corp Holdco structure is IPO-ready. Delaware jurisdiction, institutional-quality governance, and GAAP-compliant financial architecture designed for public market transition.
Lender Warrant Exercise	At Liquidity Event	Program 1 Lender Warrant (10% of Program 1 LLC) exercisable only at a Liquidity Event — creates alignment incentive for Program 1 senior lenders to facilitate a value-maximizing exit

Diligence Summary

Investment Highlights

Commercial Progress

Active Serious offtake interest identified from Verdicel Corporation and Edelgas — agreements execute at first production
Active H₂ infrastructure partnership in place for co-product monetization and IRA incentive structuring
In Progress Sukuk structuring underway ($125M target) with offshore SPV formation

Corporate Governance

Delaware C-Corp Holdco with clean-slate cap table (10M authorized shares)
Class A / Class B structure: 52% Gases Corp (Class A) / 48% Sponsor GPs (Class B — 12% each, vesting across 9 production milestones)
Sponsor GPs: Helium Hydrogen Holdings LLC · Galileo Capital Advisors SA · Bitkove Management · Covault Management
Institutional quality board governance with §1504 consolidated tax filing preserved

Related-Party Disclosures

Galileo Capital Advisors SA holds three concurrent roles in this transaction: (i) Sponsor GP with 12% Class B equity in Innov8 Holdco SA, (ii) author of the 84-month financial model that underpins the IRR and MOIC projections in this memorandum, and (iii) the entity performing investor KYC/AML at the Subscription Agreement stage. Governance mitigants: financial model assumptions (helium reserve recovery, pricing tiers, flow rates) are sourced to independent third parties (Wyoming Analytical Laboratories; current liquid helium spot indices; DOA v7.3 royalty/ORR terms) and are available for diligence review; KYC/AML supervision falls under Galileo's regulated Swiss financial advisory licensing; Class B equity vests only against verified production milestones, aligning Galileo's incentives with LP outcomes.

Risk Mitigants

Commodity price: $400/Mcf bear case carries a 37.5% buffer to current gas spot ($550+) and a 65% buffer to liquid helium spot ($1,150). Model is stress-tested against a commodity downturn that has not occurred.
Execution: Program 1's 15-well first tranche proves formation and reserve base before full Program 2 capital deployment
Capital structure: Program 1 senior debt is self-contained; LP capital is ring-fenced to Program 2
Tax efficiency: C-Corp election eliminates K-1 phantom income — investors receive distributions, not tax liabilities

Overview

Innov8 Resources — Company Overview

Mission

Innov8 Resources, Inc. is building domestic helium and green hydrogen supply infrastructure at scale, addressing two of the most structurally undersupplied energy and industrial commodities in the U.S. market.

Entity Structure

Innov8 Resources, Inc. — Delaware C-Corp Holdco. Holds equity interests in Program 1 and Program 2 LLCs. Issues Class A and Class B Common stock to Gases Corp and Sponsor GPs respectively.
INNOV8 Gases Corporation — Wyoming corporation. Holds all working interests, mineral leases, surface rights, and operating permits. Acts as Agent Operator under the Drilling and Operating Agreement (DOA). Holds 52% of Holdco via Class A Common.
Program 2 LLC — Delaware LLC (Form 8832 C-Corp election). Equity raise vehicle. Holdco 80% managing member; LP investors 15%.
Program 1 LLC — Delaware LLC (Form 8832 C-Corp election). Financing-only. $250M senior secured debt with 10% Lender Warrant. Self-contained; no LP equity. Proves first 15 wells and formation reserves.

Asset Base

Arizona (Primary):

Pinta Dome — Apache County: Primary helium production zone, highest confirmed concentrations
Concho Dome / Amos Wash — Navajo County: Secondary helium and H₂ production zones
Woodruff — Apache County: Extended production zone, well-characterized stratigraphy
Puerco Ridge — Apache/Navajo Counties: Longer-term expansion target within mapped acreage

Texas (Future Program):

Val Verde County, TX: Held by Gases Corp; pending designation as Program 3 or Future Program asset by Board

Sponsor GP Consortium

Sponsor GP	Role
Helium Hydrogen Holdings LLC	Sponsor GP — geological and production advisory; 12% Class B
Galileo Capital Advisors SA	Sponsor GP — financial modeling and international structuring; 12% Class B
Bitkove Management	Sponsor GP — investor relations and capital strategy; 12% Class B
Covault Management	Sponsor GP — operations, digital infrastructure, and execution; 12% Class B

Class B Vesting Schedule

Class B shares vest across 9 well production milestones, with full vest at 35 aggregate wells across Program 1 and Program 2. Wells 1–15 (Program 1) satisfy Milestones 1–7; Wells 16–35 (early Program 2) satisfy Milestones 8–9. This creates a direct economic alignment between Sponsor GP equity realization and LP return delivery.

Financial Analysis

Revenue Per Well Analysis

Bear case: $400/Mcf helium (Wyoming Analytical Laboratories; Galileo Capital model, 15 June 2026 rev); $12,000/MT H₂. Base case: $1,150/Mcf (current liquid helium spot). Best case: $2,000/Mcf + 1.2× flow rates.

Combined Revenue Per Well (Helium + H₂)

Revenue Stream	Monthly (per well)	Annual (per well)	Price Basis
Helium	$675,571	$8,106,852	$400/Mcf — bear case
Green H₂ (net w/ IRA credits)	$211,780	$2,541,360	$12,000/MT
Combined Monthly / Annual	$887,351	$10,648,212	Per well; bear case

Scenario Comparison — Per Well (Annual)

Scenario	He Price	Flow Rate	Daily NRI (He)	Annual He Rev.	Annual Combined
Bear Case	$400/Mcf	77 Mcf/day	$23,360	$8,107K	$10,648K
Base Case	$1,150/Mcf	77 Mcf/day	$67,160	$23,305K	$25,846K
Best Case	$2,000/Mcf	92.4 Mcf/day (1.2×)	$140,162	$48,636K	$51,686K

Scale sensitivity — 100 wells (full Program 2 build-out): Bear case ($400/Mcf) → ~$1.06B/year combined revenue. Base case ($1,150/Mcf, current liquid He spot) → ~$2.58B/year. Best case ($2,000/Mcf + 1.2× flow) → ~$5.17B/year. The bear case already generates a compelling return floor. Base and best cases reflect actual and achievable market pricing.

Pricing source: Wyoming Analytical Laboratories; Galileo Capital Advisors 84-month cash flow model rev. 15 June 2026. H₂ pricing: $12,000/MT per Galileo Capital Advisors H₂ off-take assumptions. Excise, royalty, and ORR assumptions per Drilling and Operating Agreement (DOA) v7.3. Base and best case per-well revenue figures are proportionally extrapolated from the Galileo bear case model and are illustrative projections. Actual results will differ.

Macro Context

The Ras Laffan Shock — Why the Window Is Now

The Ras Laffan Shock (early 2026) disrupted approximately 22% of global helium supply from a single complex. The helium market has no strategic reserve, no futures market, and no near-term substitute supply at scale. The structural gap is likely to persist 18–36 months regardless of any recovery at Ras Laffan.

Global Helium Supply Concentration

Production Node	Approx. Global Share	Status (2026)
Ras Laffan, Qatar (QatarEnergy + ExxonMobil)	~30%	Disrupted — Ras Laffan Shock (early 2026)
U.S. Federal Helium Reserve (Amarillo, TX)	~10%	Statutory depletion in progress; Bureau of Land Management
Skikda, Algeria (Sonatrach)	~8%	Operational but constrained by LNG co-production capacity
Orenburg, Russia (Gazprom)	~12%	Operational; Western market access limited by sanctions
Amur, Russia (Gazprom)	~5%	Ramp-up ongoing; geopolitical risk elevated
All other (Australia, Canada, U.S. private)	~35%	Fragmented; no single alternative capable of absorbing Qatar deficit

Pricing Implications

$400/Mcf: Bear case — model floor; 37.5% buffer to current gas spot
$550/Mcf: Current gas-phase spot reference (market-expressed offtake interest)
$1,150/Mcf: Current liquid helium spot (May 2026) — Innov8 base case
$2,000/Mcf: Best case scenario with 1.2× flow rate uplift
Post-Ras Laffan forward pricing: sellers with production are structurally advantaged

Innov8's $400/Mcf bear case leaves a 37.5% buffer to current gas spot and a 65% buffer to liquid helium spot ($1,150). The base case is today's actual market price. The model is stress-tested against a commodity downturn that has not occurred.

Macro Context — Continued

Green Hydrogen: Co-Product Revenue at Scale

44M

MT/yr H₂ Deficit by 2030

$12K

H₂ Price/MT (Innov8 Base)

$100B+

Projected Green H₂ Market 2035

H₂ Infrastructure Partnership

Specialized green energy infrastructure partner with existing project pipeline in the Southwestern U.S.
Embedded electrolysis and liquefaction equipment at each well site — no separate CapEx allocation required by Program 2
IRA §45V PTC eligibility structuring integrated; up to $3/kg federal credit on co-produced hydrogen
Distribution access to industrial H₂ buyers at $12,000/MT contract terms — fully integrated into the Galileo financial model

Co-Production Economics — Scale Effect

Scale	Annual He Revenue	Annual H₂ Revenue	Combined Annual Revenue
1 well (base case)	$8,106,852	$2,541,360	$10,648,212
15 wells (Program 1)	$121.6M	$38.1M	$159.7M
100 wells (Program 2 full)	$810.7M	$254.1M	$1.06B
115 wells (full program)	$932.3M	$292.3M	$1.22B

Revenue projections are illustrative. Based on per-well base case model at $400/Mcf He and $12,000/MT H₂. Actual results will differ. Does not include operating costs, royalties, excise, or debt service. See Revenue Per Well detail on page 7.

Asset Analysis

Formation Assets — Arizona & Wyoming

Pinta Dome — Primary Production Zone

The Pinta Dome structure in Apache County, AZ is the primary production target for Program 1 and early Program 2 wells — one of the highest-concentration natural helium deposits in the continental U.S., with confirmed concentrations of 3.5%–7.2% by volume at target depth. Shallow to mid-depth production zone with favorable well economics. Reserve certification underway prior to Program 1 first well spud.

Well Program Summary

Zone	County	Wells	Program
Pinta Dome	Apache, AZ	~40	P1 + P2
Concho Dome / Amos Wash	Navajo, AZ	~30	P2
Woodruff	Apache, AZ	~25	P2
Puerco Ridge	Apache/Navajo, AZ	~20	P2
Total	—	~115	P1 + P2

Development Plan

Well Program & Development Timeline

Two-Program Architecture

Program 1 and Program 2 operate concurrently. Program 1's 15-well first phase secures the initial production base, proves reserves, and establishes the project's commercial credibility — directly de-risking Program 2 capital deployment. The Sponsor GP milestone counter is aggregated across both Programs.

Phase	Program	Wells	Capital	Purpose	Est. Timeline
Phase 1	Program 1	1–15 (first tranche)	$250M senior secured debt	First production; reserve certification; formation validation	Months 0–18 (post-close)
Phase 2	Program 2 — Initial	16–40	$25M initial LP equity tranche (Program 2 Phase 1)	Early Program 2 production expansion; LP capital deployment begins	Months 12–30
Phase 3	Program 2 — Expansion	41–115	$300M LP equity + $125M Sukuk + $130M debt	Full 100-well Program 2 build-out	Months 24–60

GP Alignment: Class B shares vest across 9 production milestones (full vest at 35 aggregate wells). Program 1's 15-well first tranche satisfies Milestones 1–7 and proves formation before Program 2 capital deployment — Sponsor GPs cannot realize equity until production is delivered.

Co-Product Revenue Architecture

Green Hydrogen — Embedded Revenue & IRA Advantage

Innov8's co-located electrolysis and liquefaction infrastructure transforms each helium well into a dual-commodity production platform. The H₂ co-product is monetized through an embedded infrastructure arrangement — integrated into the Program 2 well development budget from well 1, with no separate CapEx tranche required from LP investors.

Infrastructure Model

Embedded infrastructure: Electrolysis and liquefaction equipment integrated into Program 2 CapEx — no separate infrastructure tranche
IRA incentive structuring: DOE pathway certification for §45V clean hydrogen PTC eligibility — up to $3/kg credit on qualifying H₂ production
H₂ distribution access: Distribution arrangements with industrial H₂ buyers at $12,000/MT contract terms — directly enabling the co-product revenue line in the Galileo model
Off-grid power design: On-site solar + backup power systems designed to meet both IRA emissions thresholds and operational requirements for electrolysis
O&M services: Operational and maintenance services for the H₂ production and compression equipment, complementing Gases Corp's well operations

Why Co-Product Infrastructure Matters to LP Investors

Dual-commodity advantage: IRA-eligible production + embedded infrastructure = lower net CapEx per well and a second revenue stream adding ~$2.5M/well/year. At 100 wells: ~$254M/year in H₂ co-product revenue that a helium-only producer earns zero on.

H₂ Revenue Contribution — Summary

Metric	Per Well	100 Wells
Annual H₂ Revenue	$2,541,360	$254.1M
§45V PTC (at $3/kg)	Varies by H₂ volume	Additive to model
% of Combined Revenue	~24%	~24%

Capital Structure

Capital Plan — $805M Aggregate

$250M

Program 1 Senior Secured Debt

$300M

Program 2 LP Equity (This Offering)

$805M

Total Aggregate Capitalization

Program Structure

Program	Instrument	Amount	Wells	Investor Type
Program 1	Senior Secured Debt + 10% Lender Warrant	$250M	1–15	Senior Lenders (not this offering)
Program 2	LP Equity (Reg D 506(b) — this offering)	$300M	16–115	Accredited LP Investors
	Sukuk (Musharaka certificates)	$125M target		Sukuk SPV / Islamic finance investors
	Program 2 Senior Debt	$130M		Senior Lenders (subordinate to Sukuk obligor terms)
Total	Combined capital stack	$805M	~115 wells

Program 2 Capital Deployment — Phased Schedule

Phase	Tranche	Target Deploy	Purpose
Phase 1	Initial LP equity tranche	$25M (Program 2 Phase 1)	Wells 16–40 initial spud; processing infrastructure buildout
Phase 2	Sukuk + primary equity tranche	$125M Sukuk + $150–200M LP	Wells 41–75 expansion; scaled production operations
Phase 3	Full equity + Program 2 debt	Remaining LP equity + $130M debt tranche	Wells 76–115; full Program 2 production capacity

Gases Corp Sunk Capital Credit: INNOV8 Gases Corporation has invested approximately $27M in formation analysis, permitting work, leasehold acquisition, and pre-development activities. This sunk capital credit is applied to Holdco's 80% contribution obligation at Program 2, reducing the effective new capital required from the Holdco level and providing a credit that partially benefits LP investors through enhanced per-well economics.

Financial model inputs: bear case assumes $400/Mcf helium per Galileo Capital model (15 June 2026); base case $1,150/Mcf (current liquid He spot); best case $2,000/Mcf + 1.2× flow. Full financial model provided upon NDA execution and Subscription Pack review engagement.

Governance & Ownership

Innov8 Resources, Inc. — Holdco Capitalization Table

Stockholder	Class	Shares	% of Holdco	Notes
INNOV8 Gases Corporation	Class A Common	5,200,000	52%	Unrestricted; voting; Wyoming corporation — holds all working interests and mineral leases; Agent Operator under DOA
Helium Hydrogen Holdings LLC	Class B Restricted	1,200,000	12%	Vesting: 9 well production milestones; full vest at 35 aggregate wells
Galileo Capital Advisors SA	Class B Restricted	1,200,000	12%	Vesting: 9 well production milestones; full vest at 35 aggregate wells
Bitkove Management	Class B Restricted	1,200,000	12%	Vesting: 9 well production milestones; full vest at 35 aggregate wells
Covault Management	Class B Restricted	1,200,000	12%	Vesting: 9 well production milestones; full vest at 35 aggregate wells
Total Holdco	A + B	10,000,000	100%	Delaware C-Corp; clean-slate cap table

Class B vesting aligns GP incentives with LP returns. Sponsor GPs cannot realize equity until production milestones are hit — not time-based. Full vest at 35 aggregate producing wells.

Program 2 LLC — LP Interest Structure

Member	Interest	Role
Innov8 Resources, Inc. (Holdco)	80%	Managing Member
LP Investors (Reg D 506(b))	15%	Economic Interest (plain pro-rata)
Sukuk SPV (within LP class)	Within LP class	Musharaka-backed certificates

Notes

LP investors hold Program 2 LLC membership interests — not shares of Holdco corporate stock and not limited partnership interests
LP interests are plain pro-rata within the LP class
§1504 note: 80% Holdco ownership at Program 2 LLC level satisfies the §1504 affiliation test, enabling consolidated federal income tax filing
Gases Corp's ~$27M sunk capital credit is applied at Holdco level — reduces new Holdco equity required at Program 2 contribution
Program 1 Lender Warrant (10% of Program 1 LLC) is not a Holdco instrument; exercisable only at Liquidity Event

Financial Model

Returns & Distribution Model

LP Return Scenarios — Program 2

Scenario	He Price (/Mcf)	Flow Rate	LP IRR	LP MOIC	Notes
Stress Test	$325	77 Mcf/day	~54%	~4.15×	Severe price compression; model remains cash-positive
Bear Case	$400	77 Mcf/day	63.0%	4.82×	Galileo Capital model; conservative — 37.5% buffer to current gas spot
Base Case	$1,150	77 Mcf/day	~114%*	~12×*	Current liquid helium spot (May 2026); most likely scenario
Best Case	$2,000	92.4 Mcf/day (1.2×)	~168%*	~23×*	Upside scenario with 1.2× flow rate uplift

Bear case IRR and MOIC per Galileo Capital Advisors 84-month cash flow model (15 June 2026). * Base and best case figures are Galileo-model-scaled estimates reflecting revenue proportionality; formal model update pending. All figures are projections, not guarantees.

Three-Phase Waterfall — Holdco SA §6.3

The Program 2 distribution waterfall operates at the Holdco SA §6.3 level — it is a contractual commitment of Holdco to Program 2 LP investors, not a hard right embedded in the Program 2 LLC Operating Agreement. Program 2 LLC membership interests are plain pro-rata at the LLC entity level (required by the §1504 80% value test). After debt service, distributions split 52% to the Operator (Gases Corp) and 48% to the LP/GP pool. The LP/GP pool splits 80/20 (38.4% LP / 9.6% GP) during Phase 1 — this LP-favorable split continues until LP capital plus an 8.0% per annum compounded preferred return is fully returned. GPs receive their 9.6% share concurrently during Phase 1; the 8% pref is the hurdle that determines when Phase 1 ends and the GP catch-up (Phase 2) begins.

Phase 1 — LP Recovery

80/20 LP/GP split of 48% pool (38.4% LP / 9.6% GP) until LP capital + 8% pref returned

Operator (Gases Corp)52%

LP Investors38.4%

Sponsor GPs9.6%

Phase 2 — GP Catch-Up

Until cumulative GP distributions ≥ 28% of total non-OP distributions to date

Operator (Gases Corp)52%

LP Investors9.6%

Sponsor GPs38.4%

Phase 3 — Steady State

Long-term production distribution split — LP investors pro-rata to membership interest (15% base subscription)

Operator (Gases Corp)52%

LP Investors15%

Sponsor GPs28%

Holdco residual5%

Cash Flow Summary — Bear Case (84-Month / 100-Well Model, $400/Mcf)

Item	Amount	Notes
LP Capital Contributed ($300M base)	$300,000,000	Galileo model M1–M12 deployment schedule
LP Total Distributions (84 months)	$1,446,155,338	Galileo Capital model; all three phases combined
LP MOIC (7-year)	4.82×	$1.45B returned on $300M contributed
LP Annualized IRR (Bear Case)	63.0%	Galileo Capital model; $400/Mcf bear case
Sponsor GP Distributions (Phase 3)	28% of distributions	After full LP recovery + GP catch-up

All financial projections are forward-looking. Bear case IRR/MOIC based on Galileo Capital Advisors 84-month cash flow model (15 June 2026 revision). Base and best case figures are extrapolated projections pending formal model update. Actual results will differ materially. IRR, MOIC, and distribution amounts are modeled projections, not guarantees. See full risk disclosure on page 16.

Important Disclosures and Risk Factors

PRIVATE PLACEMENT OFFERING UNDER REGULATION D RULE 506(b) OF PROGRAM 2 LLC MEMBERSHIP INTERESTS TO ACCREDITED INVESTORS. THIS INVESTMENT MEMORANDUM IS BEING PROVIDED ON A STRICTLY PRIVATE AND CONFIDENTIAL BASIS SOLELY TO ACCREDITED INVESTORS (AS DEFINED IN RULE 501 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED) WHO HAVE BEEN SPECIFICALLY INVITED TO REVIEW IT.

PROGRAM 2 LLC IS A DELAWARE LIMITED LIABILITY COMPANY TAXED AS A C-CORPORATION UNDER INTERNAL REVENUE CODE §7701 (FORM 8832 ELECTION). PROGRAM 2 LP INVESTORS HOLD MEMBERSHIP INTERESTS, NOT SHARES OF CORPORATE STOCK OR LIMITED PARTNERSHIP INTERESTS. THE APPLICABLE INVESTOR DOCUMENTATION IS A PROGRAM 2 LLC SUBSCRIPTION PACK AND OPERATING AGREEMENT, NOT A LIMITED PARTNERSHIP AGREEMENT.

This Investment Memorandum does not constitute a prospectus, a private placement memorandum (PPM), an offering circular, or any other disclosure document under applicable federal or state securities laws. This document is intended solely to provide preliminary information about an investment opportunity and does not constitute an offer to sell or a solicitation of an offer to buy any security. No such offer or solicitation will be made except pursuant to a Program 2 LLC Subscription Pack and Operating Agreement, which will contain the complete terms and conditions applicable to the offering and supersedes all prior presentations and communications.

This offering has not been registered under the Securities Act of 1933, as amended, or any state securities laws. The Program 2 LLC Membership Interests are being offered in reliance on an exemption from registration under Section 4(a)(2) and Regulation D Rule 506(b) of the Securities Act. By accepting this memorandum, the recipient represents and warrants that it is an accredited investor.

Program 1 is a separate, self-contained financing structure ($250M senior secured debt with 10% Lender Warrant) that does not involve LP equity. LP investors in this offering (Program 2) have no obligation to, and no exposure to, Program 1's debt instruments or lender terms. Program 1 and Program 2 are distinct legal entities organized under Delaware law.

Offtake status disclosure: As of the date of this memorandum, no offtake agreements have been executed. Innov8 Resources, Inc. and INNOV8 Gases Corporation have received serious expressions of interest from Tier-1 industrial gas buyers, including Verdicel Corporation and Edelgas. Offtake agreements are expected to execute at first production. Recipients should not rely on any representation that revenue is "secured" or that offtake agreements are in force as of the date of this document.

Forward-looking statements contained in this memorandum, including statements relating to projected returns, IRR, MOIC, revenue, well production rates, and helium pricing, are based on assumptions and projections of Galileo Capital Advisors SA (15 June 2026 model revision) and are inherently subject to significant risks and uncertainties. Actual results may differ materially from those projected. Past performance of similar projects is not indicative of future results.

This memorandum has been prepared by Innov8 Resources, Inc. solely for informational purposes. Innov8 Resources, Inc. makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein. Recipients are encouraged to conduct their own independent due diligence, review the Program 2 LLC Subscription Pack and Operating Agreement in their entirety, and consult with their own legal, tax, and financial advisors before making any investment decision.

The securities described herein are illiquid and subject to restrictions on transfer. There is no established secondary market for Program 2 LLC Membership Interests and no guarantee that any liquidity event, strategic sale, or public offering will occur.

This memorandum is provided to the named recipient by Innov8 Resources, Inc. It may not be reproduced, distributed, or used for any other purpose without Innov8 Resources, Inc.'s prior written consent. By receiving this document, the recipient agrees to maintain its confidentiality and to return or destroy it upon request.

Innov8 Resources, Inc. | Program 2 LLC Investment Memorandum v3 | Issued by Innov8 Resources, Inc. | May 2026 | For Accredited Investors Only | Reg D 506(b) | This document does not constitute a PPM, prospectus, or registered offering. All figures subject to revision prior to Subscription Pack execution.