Arizona Reserve · Proven Geology · Modular Liquefaction · Institutional Governance
Innov8 Resources, Inc. · Delaware C-Corp · Operated by Helium Hydrogen Holdings • Galileo Capital Advisors SA • Bitkove Management • Covault Management · KYC/AML: Galileo Capital Advisors SA (SO-FIT SRO, Switzerland) · Audit: Marcum LLP
A shovel-ready, U.S.-based helium and multi-gas project with verified reserves, serious offtake interest, embedded liquefaction, and an institutional-grade governance framework.
Structure: Innov8 Resources, Inc. is a Delaware C-Corp — not an investment fund, managed account, or investment company. LP interests are direct working interest participations in an operating venture. INNOV8 Gases Corporation (Texas) holds the underlying mineral leases and working interests.
Helium is a non-substitutable input for advanced industries. It cannot be manufactured — only extracted.
U.S. on-shoring in semiconductors, defense, and aerospace creates structural domestic demand.
INNOV8 provides a strategic, reliable U.S. supply base across multiple refined pure-product lines.
Confirmed reserves across four formations. Geology, mud logs, and in-ground testing complete — zero exploration risk.
| Formation | County | Resources |
|---|---|---|
| Pinta Dome | Apache | He + associated gas |
| Concho Dome / Amos Wash | Apache | He + associated gas |
| Woodruff | Navajo | He + H₂ + gas |
| Puerco Ridge | Apache / Navajo | He + associated gas |
Concentration 6.12%
Permian Basin Avg: <1%
5.2 Bcf validated in-situ helium reserves — on ~4K of 37K project acres.
A development-ready asset, not exploration.
$550 / Mcf gas spot · $1,250–$2,000 / Mcf liquid spot
Validated market pricing for helium. EU spot prices have risen 50%+ amid a global supply shock.
Innov8 bear case uses $400 / Mcf. Base case assumes $1,150 / Mcf (current liquid He spot).
Serious offtake interest from industrial buyers prepared to take produced volumes. Offtake agreements execute at first production — not before — preserving margin discipline. Global helium supply tightness creates a strong tailwind for first-production economics.
U.S.-based industrial gas distributors
Multi-year structured agreements
DoD-linked conversations for long-term sourcing
All-in per 5-well pad: drilling & completions, separation pipelines, liquefaction modules, shared plant share.
All gases gross. He: $400/Mcf bear case (Galileo model anchor; gas spot ~$550/Mcf, liquid He spot today ~$1,150/Mcf = Innov8 base case, $2,000/Mcf best case) · H₂: $12,000/MT · CO₂/N₂/Ar/Ne included.
Base-case payback per well. Ops cost ≈ 15% of gross.
+35–55% additional cash flow from hydrogen, argon, neon, CO₂, nitrogen, and LNG. Substantial upside but not required for DSCR or underwriting.
Helium anchors the asset, but it’s roughly half the revenue stack. Hydrogen and food-grade CO₂ + balance gases carry the rest — meaning underwriting doesn’t hinge on a single commodity cycle.
Premium-grade liquid — semi, aerospace, medical, quantum offtake.
Industrial demand today + emerging energy & transport transition.
Food-grade CO₂, nitrogen, argon, neon, LNG — established industrial markets.
Liquefaction built into day-one capex. Margin expansion without new capital phases.
3–4 month fabrication
Raw gas sales for 1–2 months
Shift to liquid helium (premium grade)
Premium pricing → preferred buyers (fabs, aerospace, medical, quantum)
A long-duration infrastructure-grade asset.
Industry-wide, electricity represents 80–85% of the total cost of hydrogen production. Innov8’s advanced refining and liquefaction plants self-produce their own electricity from gas-stream byproducts and adjacent infrastructure — eliminating the dominant cost variable competitors face.
As global demand shifts toward hydrogen energy and hydrogen-powered transport, internally-generated power converts a commodity cost line into a durable margin advantage. Competitors paying grid rates cannot match unit economics at scale.
First ring-fenced program. Early production within 12 months of Capital Close. Separately financeable.
Full-scale 100-site build-out. Ring-fenced — no cross-claim or cross-default with Program 1.
| Drilling & completions | 60–70% |
| Refinery & liquefaction modules | 20–25% |
| Infrastructure (roads, power, tie-ins) | 5–10% |
| Contingency reserve | ~5% |
Month 0–6
Wells drilled + completed. Refinery units fabricated.
Months 6–12
Liquefaction modules online. Transition to liquid helium sales. Multi-gas capture begins.
Years 1–3
Scale to 20–50 wells. DSCR expansion. Buyer portfolio diversification.
Year 3+
Full 100-site build-out. Hydrogen integration. Build-refi-distribute optionality.
| Minimum commitment | $2,500,000 (GP discretion below floor) |
| LP Preferred Return | 8.0% p.a., compounded annually (Program 2 LPs — Holdco distribution policy) |
| Catch-Up | Phase 2 — Sponsor GPs receive 80% of non-operator 48% pool / LP receives 20% of non-operator 48% pool until Sponsor catch-up threshold met |
| Carried Interest | None |
| Management Fee | None |
| GP Compensation | ORRI on gross revenues (not AUM-based) |
| Audit | Marcum LLP |
| Venture Term | 10 years from Final Capital Close |
| Offering Exemption | Reg D 506(b) |
| Investor Qualification | Accredited Investors |
| Drilling | ~$2.5M/well |
| Refinery & liq. | ~$7.8M/well |
| Ops cost | ~15% of gross |
| Payback | ~30–42 months |
| Field life | 20+ years |
| Multi-gas uplift | +35–55% |
No IPO path. Exit Event requires 90%+ asset disposition. Floor Price mechanism protects LP minimum return (LP IRR ≥40% OR EV threshold — OR Logic).
Bear case: $400/Mcf (Galileo model anchor). Base case: $1,150/Mcf (current liquid He spot). Best case: $2,000/Mcf + 1.2× flow. 100-well program, 84-month (7-year) horizon.
IRR — Galileo model; conservative floor
IRR — current liquid helium spot
IRR — upside with 1.2× flow uplift
No heroic terminal assumptions required. No management fee drag. No carried interest. LP economics further enhanced by ORRI-aligned GP compensation structure.
IRR projections are illustrative and based on financial model assumptions. Consult the pro forma for full scenario analysis. Past performance of comparable projects does not guarantee future results. Accredited Investors only.
| Scenario | Coverage |
|---|---|
| Helium-only (5–7 wells) | 1.35–1.50× |
| Helium-only (10–12 wells) | 1.60–1.80× |
| With multi-gas uplift | 2.0× |
| Stress case (–25–30% He price) | 1.10–1.20× |
Institutional-grade C-Corp structure:
Not an investment fund, managed account, or investment company. LP interests are direct working interest participations in an operating venture governed by the LP Agreement.
Zoniqx provides secure, compliant digital infrastructure:
All legal rights remain in the LP Agreement and partnership documents; tokens are a ledger and transfer-restriction layer only. BitGo or equivalent qualified custodian for digital token custody.
| Partner | Role / Class | Holdco % |
|---|---|---|
| INNOV8 Gases Corp | Class A Common | 52% |
| Helium Hydrogen Holdings LLC | Class B Restricted | 12% |
| Galileo Capital Advisors SA | Class B Restricted | 12% |
| Bitkove Management | Class B Restricted | 12% |
| Covault Management | Class B Restricted | 12% |
LP participation is at the Program LLC level — not the Holdco. Program 1: Holdco 80% / LP 10% / Lender 10%. Program 2: Holdco 80% / LP 15%.
INNOV8 Gases Corp Class A reflects $27M sunk capital. Class B Restricted Stock (Sponsor GPs) vests across 9 well-production milestones — full vest at 35 aggregate wells (M9 / Full Vest Completion). ORRI fully released at M7 (15 wells / Program Completion). Not AUM-based.
Overriding Royalty Interest on gross production revenues — a real property interest in the Arizona formations. Survives any GP exit or removal.
Each GP holds 5% of the Venture, earned through capital markets access and deal structuring — not capital contribution.
No carried interest. No management fee. GP economics aligned with production, not AUM. LP investors benefit from a cleaner waterfall.
Capital markets leadership. Institutional allocator relationships and deal structuring.
Strategic origination and investor network development.
Former director at a Top-3 Canadian pension-scale fund, overseeing multi-billion-dollar real asset & energy allocations.
Structuring, compliance, and digital infrastructure architecture.
Detailed risk matrices & sensitivities available in data room.
INNOV8 Gases Corporation (Texas) — decades of U.S. helium, multi-gas, and hydrocarbon development across drilling, completions, and midstream construction.
Innov8 Resources, Inc. · Delaware C-Corp · Reg D 506(b) · Accredited Investors
| Vehicle | Innov8 Resources, Inc. (Delaware C-Corp) via Program LLC membership interests |
| Security | Program LLC Membership Interests — Direct Working Interest Participations |
| Aggregate Capital (Programs 1+2) | $805,000,000 $250M Program 1 senior secured loan + $555M Program 2 stack ($125M Sukuk + $300–400M Equity + $30–130M Senior Debt) · reinvestment funds well additions to 115 total |
| LP Pool | Program 1: 10% | Program 2: 15% of Program LLC |
| Term | 10 years + extensions |
| Minimum Ticket | $2,500,000 (GP discretion) |
| Management Fee | None |
| Carried Interest | None |
| LP Preferred Return | 8.0% p.a. compounded annually (Program 2 LPs only) |
| Catch-Up | Phase 2 Sponsor Catch-Up — 80/20 within non-operator 48% (Sponsor GPs / LP), runs until cumulative Sponsor GP distributions ≥ 28% of total non-operator cumulative (Sponsor Catch-Up Threshold) |
| GP Compensation | ORRI on gross revenues |
1. LP Preferred Return: 8.0% p.a. on unreturned LP Capital Balance (Program 2 LPs; Holdco distribution policy)
2. Return of LP Capital: 100% to LP until full capital returned
3. Sponsor Catch-Up (Phase 2): 80% Sponsor GPs / 20% LP within non-operator 48% — runs until cumulative Sponsor distributions ≥ 28% of total non-operator cumulative (Sponsor Catch-Up Threshold). LP continues to participate; LP does not go to zero.
4. Residual: Pro-rata per Program LLC membership interests (Holdco 80% / LP pool per program)
| Metric | Stress Test | Bear | Base | Best Case |
|---|---|---|---|---|
| He Price | $325/Mcf | $400/Mcf | $1,150/Mcf (liquid spot, today) | $2,000/Mcf + 1.2× flow |
| Well Output | 1,250 Mcf/day | 1,250 Mcf/day | 1,250 Mcf/day | 1,500 Mcf/day (1.2× — modest vs engineer est. 2,000–4,000 Mcf/day) |
| LP IRR (annualized) | ~54% | 63.0% | ~114%* | ~168%* |
| LP MOIC (7-yr) | ~4.15× | 4.82× | ~12×* | ~23×* |
Bear case is the Galileo Capital Advisors 84-month model (15 June 2026 rev): $400/Mcf He · H₂ $12,000/MT · $300M LP committed · $1.45B distributed over 84 months · monthly IRR 4.158% (annualized 63.0%) · MOIC 4.82×. 3-Phase Holdco SA §6.3 waterfall: Phase 1 (LP 38.4% of distributable until 8% pref + capital returned), Phase 2 (GP catch-up to 28%), Phase 3 (LP pro-rata 15% / Sponsor GPs 28% / Operator 52% / Holdco residual 5%). * Base ($1,150/Mcf, current liquid He spot) and best ($2,000/Mcf + 1.2× flow) IRR/MOIC are Galileo-model-scaled estimates; formal model update pending. Stress test ($325/Mcf) interpolated from Galileo data. No management fee or carry applied. Reg D 506(b) — Accredited Investors only. Consult full pro forma in data room.
LP protection: Floor Price covenant requires LP IRR ≥40% OR EV threshold (OR Logic) before any exit can be completed without LP consent.
First-Lien Energy Debt · Fixed Income · Reg D 506(b) · Accredited Investors
| Coupon | 12% Fixed |
| Vehicle | Innov8 Resources, Inc. (Delaware C-Corp) |
| Term | 84 Months (7 Years) |
| Minimum Ticket | $2,500,000 (GP discretion) |
| Effective IRR | 12.1% |
| Total Return (on $250M Program 1 senior) | ~$460M |
| Net Interest | ~$210M |
Mo 1: Funding → Mo 1–24: Interest accrues
Mo 25: Catch-up + coupon begins → Mo 25–84: Monthly coupon
Mo 84: Principal balloon
| Scenario | Coverage |
|---|---|
| He-only (5–7 wells) | 1.35–1.50× |
| He-only (10–12 wells) | 1.60–1.80× |
| With multi-gas uplift | 2.0× |
| Stress (–25–30% He) | 1.10–1.20× |
Fixed rate — debt economics unchanged across scenarios. Limited recourse. Secured by designated Program assets only. No GP promote participation in debt tranche. Reg D 506(b) — Accredited Investors only.
$805M Aggregate Capital (Programs 1+2, 115 Wells) · LP Equity · Senior Secured Notes · SUKUK · Blended allocations available
NDA
Data Room Access
Geological & Technical Review
DSCR / IRR Model Session
Allocation Structuring
A long-duration, strategic U.S. helium & multi-gas asset. Confirmed reserves. Embedded liquefaction. Institutional governance. No management fee. No carry.
Gina Tallerino | Marc D. Rafael Toledano | Charles Mui | Ely Beckman
avery@innov8resources.com
© 2026 INNOV8 RESOURCES, INC. All Rights Reserved. · Delaware C-Corp · Confidential — For Accredited Investors Only · Not an offering in jurisdictions where prohibited.