ACCREDITED INVESTOR REQUIREMENTS

All investment opportunities offered by SubTerra Investments LLC ("SubTerra") are available exclusively to Accredited Investors as defined under Regulation D of the Securities Act of 1933, as amended.

Accredited Investor Qualification

An individual Accredited Investor must meet at least one of the following criteria:

Individual net worth, or joint net worth with spouse or spousal equivalent, exceeding $1,000,000, excluding the value of the primary residence
Individual income exceeding $200,000 in each of the two most recent years, with reasonable expectation of reaching the same income level in the current year
Joint income with spouse or spousal equivalent exceeding $300,000 in each of the two most recent years, with reasonable expectation of reaching the same income level in the current year
Hold in good standing a Series 7, 65, or 82 license
For entities: $5 million in assets not formed for the specific purpose of acquiring the offered securities; or all equity owners are accredited investors

Verification Process

Prior to investment, SubTerra requires verification of accredited investor status through one of the following methods:

Written confirmation from a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or certified public accountant
Provision of financial statements, tax documents, bank statements, or other appropriate documentation
Completion of SubTerra's Accredited Investor Questionnaire and supporting documentation

LEGAL DISCLAIMER

Private Placement Disclosure

The information contained herein is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities or investments. Any such offer or solicitation will be made only by means of a confidential Private Placement Memorandum (PPM) and in accordance with applicable securities laws.

The securities offered by SubTerra Investments LLC have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and are being offered and sold in reliance on exemptions from the registration requirements of these laws. The securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission, nor have any of these authorities passed upon the accuracy or adequacy of any offering materials.

Accredited Investor Limitation

Investments in SubTerra offerings are available only to "accredited investors" as defined in Regulation D under the Securities Act of 1933, as amended. Prior to any investment, SubTerra will require verification of accredited investor status in accordance with SEC rules. Persons who are not accredited investors may not invest in SubTerra offerings.

This information is not directed at or intended for distribution to any person in any jurisdiction where such distribution would be contrary to local law or regulation.

Risk Factors

Oil and gas investments involve substantial risks and are suitable only for investors who have the financial resources to assume such risks, including the possible loss of all invested capital. These risks include, but are not limited to:

Price Volatility Risk: Oil and gas prices are highly volatile and subject to rapid and substantial fluctuations due to numerous factors beyond our control, including geopolitical events, supply and demand dynamics, economic conditions, and regulatory changes.
Operational Risks: Exploration, development, and production operations involve numerous operational hazards, including equipment failures, accidents, environmental incidents, and natural disasters that could result in substantial losses.
Geological and Production Risks: Reserves estimates may prove inaccurate, and actual production may be significantly lower than projected due to geological uncertainties, reservoir performance, or technical challenges.
Regulatory and Environmental Risks: The oil and gas industry is subject to extensive and evolving regulations, including environmental laws, that can significantly impact operations, costs, and investment returns.
Liquidity Risk: SubTerra investments are illiquid with no established trading market. Investors may be unable to sell or liquidate their investment when desired or at favorable prices.
Tax Risk: Changes in tax laws or regulations may adversely affect the tax benefits associated with oil and gas investments.
Leverage Risk: The use of leverage in certain investments may amplify losses as well as gains and increase volatility.
Competition Risk: The oil and gas industry is highly competitive, which may affect our ability to acquire attractive properties or develop existing assets profitably.

This list of risk factors is not exhaustive, and investors should carefully review all risk factors disclosed in the Private Placement Memorandum before investing.

Forward-Looking Statements

This document contains forward-looking statements that involve risks and uncertainties. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events, or performance, as well as underlying assumptions and other statements that are not statements of historical facts.

These statements are subject to uncertainties and risks including, but not limited to, commodity price levels, operational hazards, drilling risks, environmental and regulatory risks, and economic and financial market conditions. Actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors beyond our control.

Performance Disclaimer

Any performance data or returns presented are not necessarily indicative of the returns that may be achieved by current or future investment offerings. Past performance is not indicative of future results. There can be no assurance that targeted returns will be achieved or that investors will not lose a portion or all of their investment.

No Professional Advice

The information contained herein does not constitute legal, tax, investment, financial, or other professional advice. Prior to making any investment decision, prospective investors should consult with their own legal, tax, and financial advisors regarding the appropriateness of investing in oil and gas assets.

Confidentiality

By accessing this information, you agree to maintain the confidentiality of any non-public information provided to you and to not reproduce, distribute, or disclose such information without prior written consent from SubTerra Investments LLC.

Jurisdiction and Governing Law

This disclaimer and all matters relating to this document shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to any choice or conflict of law provision or rule.

By accessing this information or requesting further information about SubTerra Investments LLC offerings, you acknowledge that you have read, understood, and agree to the terms of this disclaimer.