INNOV8 RESOURCES, INC.
Program 2 — LP Dataroom

Full narrative presentation: project overview, four-formation geology, two-program capital structure, pro-forma scenarios, and the four-Sponsor-GP team. Aligned with the v7.3.10 corporate doc set.

Full investor memorandum covering offering structure, capital programs, formation geology, financial projections, sponsor team, and risk factors. Replaces prior standalone one-pager as the canonical narrative.

Holdco / Program 1 / Program 2 / Gases Corp entity stack, Sponsor GP allocations (25% Class B each: HHH, Galileo, Bitkove, Covault), preferred return mechanics, ORRI economics, and vesting milestones. v7.3.10.

Innov8 Resources, Inc. (Delaware C-Corp) Stockholders Agreement. Governs Class A / Class B / Class C share rights, transfer restrictions, drag/tag, information rights, and board mechanics across the holding company.

Operating agreement for Program 1 LLC: lender-warrant structure, debt-to-equity conversion mechanics, distribution waterfall, GP economics, and member governance for the $250M Program 1 capital vehicle.

Operating agreement for Program 2 LLC: LP/GP economics, 8% preferred return, ORRI mechanics, vesting milestones, 3-Phase HSA §6.3 distribution waterfall, and member governance for the $555M Program 2 capital vehicle ($300M LP equity + $125M Sukuk + $130M Debt).

Warrant agreement for Program 1 lenders: strike, exercise window, conversion ratio, anti-dilution provisions, and conditions governing equity participation tied to the Program 1 debt facility.

Designation of authority for Innov8 Gases Corp, the operating subsidiary holding gas production, offtake contracts, and field operations. Defines signing authority, scope of agency, and operational ring-fencing from the Holdco.

Full offering disclosure plus LP subscription forms for the Program 2 $300M LP equity tranche (within the $555M Program 2 total capital plan; 8% preferred return; Reg D 506(b)). Includes risk factors, use of proceeds, financial projections, GP compensation, regulatory matters, accredited investor certification, and KYC/AML intake. Requires securities counsel sign-off before distribution.

Full v7.3.10 signing bundle in execution order: Cert of Incorporation, Sole Incorporator Consent, Initial Board Consent (+ indemnification counterparts 03a/03b), Bylaws, Stockholders Written Consent + SA, Program 1 & 2 OAs, Lender Warrant, Program 2 Subscription Pack, and Board Resolutions (Allocation Policy + CoI/RPT Policy). Includes signing manifest.

LP subscription agreement, accredited investor certification, and KYC/AML intake forms (administered by Galileo Capital Advisors SA). Issued upon execution of NDA + indication of interest.

Pinta Dome, Concho Dome / Amos Wash, Woodruff, and Puerco Ridge. Geology, confirmed helium concentration, associated products, and acreage per formation.

Primary evidence basis for resource confirmation. Helium concentration readings, gas composition analysis, and downhole pressure data across the four confirmed formations.

Third-party reserve certification. Required for Program 2 Subscription Pack appendix. Engagement in process.

INNOV8 Gases Corporation lease holdings, working interest positions, and acreage map across all four Arizona formations.

Program 1 (15-well) and Program 2 (100-well) revenue projections, operating cost assumptions, LP preferred return waterfall, and sensitivity analysis. 84-month cash-flow series aligned at He $400/Mcf (bear) and H₂ $12,000/MT; bear-case LP output 4.82× MOIC / 63.0% IRR under 3-Phase HSA §6.3 waterfall (Phase 1 LP pro-rata + 8% preferred return / Phase 2 Sponsor GP catch-up to 28% threshold / Phase 3 steady-state pro-rata to membership interest). Canonical workbook: 84 Mo. Innov8 Gases Cash Flow 100 wells 555 million Investment 15 June 2026.xlsx (supersedes 14 June 2026 and earlier). Raw cash-flow CSV bundle and Math Reconciliation memo available below.

Bear, base, and best return scenarios for LP capital contributions at the $2.5M minimum and $10M Anchor LP level. Bear ($400/Mcf) 63.0% IRR / 4.82× MOIC; Base ($1,150/Mcf) ~114% IRR / ~12× MOIC; Best ($2,000/Mcf + 1.2× flow) ~168% IRR / ~23× MOIC. Galileo Capital Advisors 15 June 2026 model; base/best Galileo-scaled from bear anchor. Illustrative — not a guarantee of returns.

Complete raw cash-flow series underlying the 15 June 2026 Pro Forma model. 20 CSV worksheets covering: 84-month consolidated budget, 1-well decline-rate estimate, AFE per well, asset list/value schedule, DOE Loan tranche, debt service coverage, field operations, helium and hydrogen gas calculations, overhead expenses, processing equipment, residual value, the four JV well groupings (JV1A recomplete + new wells 3–5, JV1B 95% WI, JV2/JV3 High Creek 50%/100% WI), and the Sukuk Investment secured notes schedule. Use this bundle to reconcile any line in the Pro Forma to source assumptions.

Internal reconciliation memo aligning headline figures across the investor deck (slide-by-slide LP IRR/MOIC tables), the public investor page, and the 15 June 2026 Pro Forma model. Documents the LP Newton-Raphson IRR derivation on the Net LP Cash Flow series (monthly IRR 4.158% → annual 63.0%), the 38.4/9.6/20 HSA §6.3 waterfall mechanics across Phases 1/2/3, and the $300M LP contribution / $1.446B distribution roll-up. Definitive source for any "how was this number computed?" question.

Innov8 Resources, Inc. — Delaware C-Corp Certificate of Incorporation. Establishes the Holdco, capital stock authorization (Class A / Class B / Class C), and corporate purpose.

Bylaws of Innov8 Resources, Inc. Covers board composition, officer roles, meeting mechanics, indemnification framework, and corporate procedures.

Form of indemnification agreement between the Holdco and each director / officer, with executed counterparts (03a default; 03b counterpart for Ely Beckman).

Board resolution establishing the inter-program allocation policy (capital, opportunity, and expense allocation between Program 1 and Program 2 vehicles).

Board resolution adopting the conflicts-of-interest and related-party-transaction policy. Governs disclosure, recusal, and approval procedures for transactions involving affiliated entities (HHH, Galileo, Bitkove, Covault).

SEC Form D notice of exempt offering under Rule 506(b). Filed within 15 days of first sale. Available upon execution of first LP subscription.

SO-FIT SRO member, Switzerland. Galileo administers all LP KYC/AML intake, accredited investor verification, and FATCA compliance. Provider overview and process document.

Independent auditor for Innov8 Resources, Inc. and subsidiary program entities. Marcum LLP is a top-tier national accounting firm.

Board-authorized digital asset infrastructure overview. Zoniqx platform for LP interest tokenization; BitGo qualified custody. Optional — LP election required.

Four Sponsor GPs at 25% Class B each: Gina Tallerino (Helium Hydrogen Holdings LLC), D. Rafael Toledano (Galileo Capital Advisors SA — also KYC/AML), Charles Mui (Bitkove Management), and Ely Beckman (Covault Management). Track records, relevant transactions, and domain expertise.

INNOV8 Gases background, $27M sunk capital basis, lease and working interest portfolio, and operating team overview.

Structure memorandum for the $125M Program 2 Sukuk tranche under a musharaka (partnership) framework. Covers Sharia compliance, profit/loss sharing mechanics, asset-backing, and integration with the Program 2 LLC capital stack. Structurer: Capital Custody Trust.

Term sheet for the initial 5-well Sukuk SPV ($60–100M range). Defines well scope, capital deployment schedule, distribution mechanics, and SPV governance for the first Sukuk-financed production unit.

Collateral structure for the Sukuk tranche: pledged working-interest assets, lien priority, security trustee arrangements, and enforcement mechanics. Aligned with Holdco / Gases Corp ring-fencing.

How the Sukuk SPV fits into the Innov8 entity stack: relationship to Program 2 LLC, Holdco, Gases Corp, and the Sukuk SPV's own governance / membership structure. Capital Custody Trust as structurer.

Carve-out memo defining the Capital Custody Trust exclusivity arrangement for the Sukuk track and its boundaries against the Program 2 506(b) LP raise.

Remaining Sukuk VDR workstreams: risk register + mitigation matrix (WS5), ESG framework memo (WS5), management & governance memo (WS5), commercial / offtake status memo (WS4), and the assembled 15-section institutional IM (WS6). Tracked under GH Epic #3058.