Executive Summary

The SPV Investment Program provides qualified participants with direct exposure to a professionally managed portfolio of hard-asset and digital-commodity acquisitions operating under the Neutral Reserve Infrastructure Model (NRIM). NRIM is a financial and commodity-reserve architecture built on diversified, high-integrity reserves: refined physical and digital precious metals, in-ground geological assets, extracted valuable ore, and neutral digital commodities such as iEthereum, HEX, Paxos Gold, and digital silver. The architecture is implemented and operated through an independent private-sector reserve institution known as the NRIM Reserve Entity.

Each SPV is established as a discrete, legally structured investment entity within the NRIM framework. SPVs may hold gold, strategic metals, ore, mining-adjacent infrastructure, and select digital-commodity positions. Investors contribute capital and receive proportional SPV Units representing fractional economic interest in that SPV’s underlying portfolio.

To promote transparency and valuation clarity, the initial SPVs will be benchmarked to iEthereum as their reporting asset, leveraging its neutrality, immutability, and scarcity as a reference point. Future SPVs, however, may adopt different neutral digital-commodity benchmarks depending on their asset focus, reserve composition, and strategic purpose. This ensures flexibility while maintaining consistency with NRIM’s neutrality principles.

The NRIM architecture emphasizes stability through diversified real-asset backing and liquidity through clear redemption pathways, NAV-based exits, and the SPV’s ability to liquidate or rebalance portfolio assets when appropriate. Together, these elements provide a structured environment that supports responsible reserve expansion while maintaining investor flexibility.

Although independent from the TDO Economic Development Plan, NRIM and its SPVs operate adjacent to the TDO industrial mission. The TDO plan stimulates regional industry growth, naturally giving rise to parallel private-sector entities that can support, complement, or benefit from shared infrastructure. The NRIM Reserve Entity represents one such parallel development—a self-contained financial and commodity-reserve system capable of interfacing with broader regional economic expansion when mutually beneficial.

The goal of the SPV Investment Program is straightforward: to offer a compliant, asset-backed, stability-oriented investment structure that allows participants to engage directly in the growth of physical and digital-commodity reserves within the NRIM architecture, supported by transparent reporting, defined exit options, and an investor-first governance model.

The SPV Program is built on a modular framework allowing multiple, independently structured SPVs to operate simultaneously. Each SPV may focus on different asset classes, including:

Each SPV maintains:

Capital contributions are exchanged for SPV Units representing fractional ownership of that SPV’s asset pool. Units do not represent ownership of the NRIM Reserve Entity or other SPVs.

Each SPV has a clearly defined acquisition strategy. Assets may include:

Funds deployed may support:

Unit value increases with appreciation of the SPV’s asset pool, including:

Some SPVs may generate operational yield through:

Yield may be distributed as:

Each SPV discloses yield policy upfront.

Liquidity and redemption mechanisms are built directly into SPV design.

After a defined holding period (typically 12–18 months), SPV Units may be redeemed at Net Asset Value (NAV).

NAV calculations use:

Some SPVs may allow private secondary transfers between qualified investors.

Upon completion of its lifecycle (e.g., 3–7 years), an SPV may be:

The SPV Program is legally domiciled in Wyoming, with operational activities occurring in Washington State where applicable.

All NRIM entities and SPVs are structured under Wyoming law, including:

This unified Wyoming jurisdiction provides consistent governance, strong liability insulation, high privacy, predictable case law, and a favorable environment for reserve-based asset structures involving metals, ore, and digital commodities.

All investor participations comply with U.S. federal securities regulations, including:

While all entities are legally based in Wyoming, certain physical operations—such as mining activity, ore processing, land management, and industrial logistics—may occur in Washington. When required, NRIM or its SPVs will maintain appropriate Washington business registrations, permits, and tax compliance solely for operational purposes.

All SPVs and NRIM Reserve Operating Company adhere to:

Each SPV publishes its own offering memorandum, jurisdictional details, and compliance posture, which govern that specific vehicle.

The SPV Program serves the NRIM objective of building a diversified, stability-oriented reserve ecosystem.

While not part of the TDO Economic Plan, the SPV Program is aligned with broader regional development and may benefit from infrastructure, industry growth, and partnerships that emerge from TDO-driven expansion. The NRIM Reserve Entity operates independently yet adjacent, allowing for synergy without structural dependence.

The NRIM multi-SPV architecture is currently in the concept and pre-formation stage. The NRIM Reserve Entity is actively seeking legal advisors, strategic partners, and compliance specialists to assist with formal entity creation, jurisdictional structuring, and initial SPV design.

Investors interested in participating in future SPVs—including the initial SPVs benchmarked to iEthereum—are invited to express interest. Prospective participants will be placed on a waitlist and contacted once formal structuring, regulatory review, and offering documentation are complete.

Detailed offering materials, eligibility requirements, and subscription instructions will be released following the completion of legal formation and regulatory compliance processes.

**For inquiries, advisory involvement, or early investor interest, please contact:
Knive Spiel- [email protected]