Crossgate Capital is a New Zealand-based investment company that specialises exclusively in investing in crypto assets.We were established to give everyday investors a simple, well-governed way to gain exposure to the crypto market. Our team's experience in the sector dates back to 2019, which lets us look past short-term market noise and focus on fundamentals.Our objective: to pursue long-term capital growth while also offering the potential for distributions from staking income. Some crypto investment offers rely on price movements alone and generate no staking income, so the potential for distributions sets our approach apart. Any distributions depend on actual net staking income and are subject to Board approval.Regulatory status: Crossgate Capital is a company incorporated in New Zealand and a registered financial service provider (FSP649949). Our shares are offered under a Product Disclosure Statement, and full offer documents are on the Disclose Register (OFR12554).

We offer a professionally managed portfolio spread across a range of crypto assets so you're not relying on a single asset. You benefit from our team's research and experience.The Crossgate AdvantageBeyond Bitcoin: You gain exposure to established market leaders such as Bitcoin and Ethereum. You also gain exposure to selected earlier-stage crypto assets that we consider have strong growth potential.Growth and distributions: We pursue long-term capital growth and also offer the potential for distributions from staking income, which many crypto asset investments don't provide. Any distributions depend on actual net staking income and are subject to Board approval.Fundamentals, not hype: Our strategy is driven by ongoing research, with a focus on assets that show real-world use and technological innovation.Hassle-free investing: We take care of the practical challenges of investing in crypto. That includes researching and selecting assets, holding them with an institutional-grade storage provider, and monitoring the market and reporting to you on an ongoing basis.Alignment: When you invest with us, you invest alongside our team, so our interests are aligned with yours.

Crossgate Capital aims to give investors a return in two ways.Capital growth: Our main objective is growth in the value of our underlying crypto assets, which aims to increase the value of your shares. The value of our assets mainly depends on how each crypto asset's valuation changes once converted into New Zealand dollars, less the costs Crossgate Capital incurs. Crypto values can rise or fall, so the share price can go down as well as up.Distributions: We also earn staking income from eligible crypto assets, which gives us the potential to pay distributions to shareholders. Any distributions depend on actual net staking income and are subject to Board approval.You can track our performance by checking the latest share price.

Staking means committing eligible crypto assets to help secure a proof-of-stake blockchain network. Proof-of-stake blockchains such as Ethereum, Cardano and Solana don't rely on energy-intensive mining to confirm transactions. Instead, participants keep the network secure by staking, or locking up, their own coins. In return for helping to confirm transactions and keep the network running honestly, the network pays those participants rewards, usually in its own coins.Some crypto assets, such as Bitcoin, don't have their own staking function. For these assets, arrangements available through our storage and staking provider, BitGo, let the asset be time-locked on its own network and used to help secure other blockchain networks. Rewards are paid in the tokens of those other networks. Staking rewards aren't fixed.

We only stake assets that can be staked through BitGo's institutional storage and staking platform. Not every asset in the portfolio can be staked, because eligibility depends on how each network is designed. The Board decides how much of each eligible asset is staked and keeps some holdings unstaked to meet liquidity needs. Our current staking arrangements are described in the Product Disclosure Statement.

Since staking was introduced, the Board may stake eligible crypto assets. Where rewards are earned, the Board may resolve to distribute some or all of the net staking income to shareholders.Any distributions are a secondary source of return. Crossgate Capital's primary objective remains long-term growth in the value of the portfolio.Distributions are variable and not guaranteed. Whether a distribution is paid, and how much, depends on actual net staking income and requires Board approval.

Distributions, when declared, are paid to shareholders who are on the share register at the Record Date.Where staking rewards are earned, Crossgate Capital receives them in the underlying crypto asset, or for some arrangements in the tokens of another network. They are recognised as income at fair value when received.Staking Income means staking rewards after deducting all staking-related fees and charges, including BitGo's fees and any validator commissions or fees.Where the Board resolves to distribute Staking Income, distributions will generally be paid as a scrip dividend, meaning you receive additional Class A Shares rather than cash. All distributions are subject to the solvency requirements of the Companies Act 1993. The Board may, at its sole discretion, choose to pay all or part of a distribution in cash where it considers this appropriate.

We take care of the Company's tax payments and any distribution will be made after deduction of tax payable by Crossgate Capital. We provide investors with an annual tax certificate. Depending on your individual circumstance, you may still have personal tax obligations. We recommend you get independent tax advice.

Staking is undertaken through an institutional storage and staking provider appointed by Crossgate Capital, currently BitGo, which operates or selects institutional-grade validators.Depending on the network, staked assets either remain in BitGo’s cold storage or are committed to on-chain staking arrangements accessed through BitGo.  Private keys remain within BitGo’s environment.Staking involves additional risks. These include lock-up or withdrawal periods that can delay access to assets, variable rewards, and technical or validator failures. On some networks, validator breaches can also result in penalties, known as “slashing”, which may reduce the assets staked. Staking also relies on BitGo and the validators it uses, so their performance and continued operation are a further risk.We manage these risks through institutional infrastructure, oversight of staking arrangements, and decisions about how much to stake while retaining unstaked assets for liquidity. These measures help manage, but do not eliminate, the risks. Further details are set out in the PDS.

Our strategy is built on fundamentals, not short-term market hype.We navigate the complex crypto market on your behalf, focusing on assets that show strong real-world use and genuine technological innovation.Our approach includes:A spread of assets: We invest in established assets such as Bitcoin and Ethereum, as well as selected earlier-stage crypto assets that we consider have strong growth potential.Research: Our investment decisions are based on research and ongoing monitoring. We regularly review the portfolio and assess potential new assets.Prudent selection: We only invest in crypto assets with a minimum market capitalisation of NZD $500 million at time of purchase.

Crossgate Capital is designed for a wide range of investors, whether you're starting small or building a larger portfolio.We make it simple to gain exposure to the crypto asset class.The minimum investment is $100, and it applies both to your initial investment and to any further lump sum investments you make.

You have two convenient ways to increase your investment:Lump Sum Investment: You can make additional one-off investments (minimum $100) at any time through your investor portal. Regular Savings Plan (RSP): You have the option to set up an automatic reinvestment plan on a fortnightly or monthly basis. This popular feature supports the strategy of Dollar-Cost Averaging (DCA), which means you invest a fixed amount regularly regardless of the market price. This disciplined approach helps smooth out the impact of market volatility over time.To do either, please login to the Investor Portal using your CSN/Holder Number and Authorisation Code (FIN) found on your investor documentation.If you require your login codes, please contact our registry provider, MUFG Pension & Market Services, at (09) 375 5998 or email crossgatecapital@cm.mpms.mufg.com.

There are a number of potential exit options available to you, which are designed to provide liquidity for shareholders with different investment horizons:1. Periodic Share Buy-backs (The Company's Offer)Mechanism: Crossgate Capital intends to make an offer, on a periodic basis, to all shareholders to buy back their Shares. Events: The company has successfully completed these offers in the past (February 2024 and March 2025), meeting all shareholder requests. Process: When an offer is made, you would complete an instruction form to sell some or all of your shares back to the company. The shares acquired by the company are then cancelled.2. Trading on the USX (Share Trading Platform)Platform: Your shares are listed on the USX (Unlisted Securities Exchange), a New Zealand-based share trading platform. The ticker code is CCL. Mechanism: This provides a way to sell your shares if there are interested buyers on the market. Broker Requirement: All trading on the USX must be conducted through a USX registered broker (e.g., Craigs Investment Partners, Jarden NZ, Forsyth Barr, JBWere). 3. Share TransfersMechanism: We can also potentially facilitate the sale of your shares by matching buyers and sellers if there are interested buyers. We have facilitated multiple trades between Shareholders with the matching process being undertaken during our regular allotment process. If you wish to sell your Shares for any reason, you can contact us directly to discuss the various options.Freephone: 0800 378 489 (EQUITY)Email: info@crossgatecapital.co.nz For full details on exit options, please refer to the Product Disclosure Statement (PDS).

A traditional share structureCrossgate Capital is structured as a traditional company, with your shares registered in your name or in the name of your trust or entity. This makes estate planning simpler than holding crypto directly.If a shareholder passes awayYour shares form part of your estate, just like shares in any other company. Your executor or estate administrator can contact us directly, and we will help arrange the transfer or sale of the shares in line with the legal requirements of your estate.This structure helps avoid a significant challenge of holding crypto directly.

We are committed to open, transparent disclosure and easy access to your investment information.Online access at any time: Log in to the Investor Portal using your CSN/Holder Number and Authorisation Code (FIN), which you'll find on your investor documentation once you invest. You can check the value of your holdings or add to your investment at any time.Public reporting: The current share price can be found on the home page of our website.If you don't know your CSN or FIN, please contact our registry provider, MUFG Pension & Market Services, on (09) 375 5998 or at crossgatecapital@cm.mpms.mufg.com.

We take away the security risks and technical complexity of storing crypto yourself. Crossgate Capital uses BitGo, an institutional-grade storage provider, to hold the Company's crypto assets.BitGo's storage solution is purpose-built for institutions that need high levels of security and compliance.Crossgate Capital's crypto assets are held in BitGo's cold storage, which uses wallets that are not connected to the internet. Where assets are staked, they either stay in cold storage or are committed to on-chain staking arrangements accessed through BitGo, depending on the network. Private keys remain within BitGo's environment. Further details are provided in the Product Disclosure Statement.

The price of our Class A Shares is calculated using a structured valuation method designed to be fair to all shareholders.The calculation has broadly three main steps.1. Valuing the crypto assets: We use daily pricing data from an independent provider, Blocksize, to determine the fair value of our crypto holdings. This value is then converted to New Zealand dollars using reputable foreign exchange rates.2. Determining the Company Value: We take the fair value of all crypto assets and adjust for fees, expenses and liabilities to arrive at the Company Value.3. Setting the share price: The share price is the Company Value divided by the number of Class A Shares on issue. The Board reviews this price to make sure it is fair and reasonable to both new and existing shareholders.The current share price is available on the Disclose Register (OFR12554). Full details of the valuation basis are in our Product Disclosure Statement.

Crossgate Capital provides regular quarterly updates that report on the Company's financial performance, review the investment portfolio and give a general update on the crypto market.As well as these quarterly reports, Crossgate Capital is legally required to prepare annual financial statements that are audited by an independent auditor, and to lodge them with the Registrar within four months of the balance date.Lodging audited financial statements each year supports transparency and gives investors independently verified information on the Company's financial position and performance.You can find these reports on our website under the "Financial Reporting" or "News & Insights" sections.

Please email us at info@crossgatecapital.co.nz, telling us what has happened and how you would like the matter resolved. If you have any documents or correspondence that will help us understand your complaint, please attach them.When we receive your complaint, we will acknowledge it within two working days, gather and assess the relevant information, and respond to you within 20 working days.If we can't agree on how to resolve your complaint, you can contact Financial Services Complaints Limited (FSCL), a Financial Ombudsman Service. FSCL is our independent external dispute resolution service, approved by the Minister of Consumer Affairs under the Financial Service Providers (Registration and Dispute Resolution) Act 2008. Its service is free of charge to you.You can contact FSCL by phone on 0800 347 257, by email at complaints@fscl.org.nz, through its website at www.fscl.org.nz, or by post to FSCL, PO Box 5967, Wellington 6140.

Crossgate Capital is a member of Financial Services Complaints Limited (FSCL), a Financial Ombudsman Service. FSCL is an independent external dispute resolution scheme, approved by the Minister of Consumer Affairs under the Financial Service Providers (Registration and Dispute Resolution) Act 2008.If you've made a complaint to us and we can't agree on how to resolve it, you can refer it to FSCL. Its service is free of charge to you.You can contact FSCL by phone on 0800 347 257, by email at complaints@fscl.org.nz, through its website at www.fscl.org.nz, or by post to FSCL, PO Box 5967, Wellington 6140.