Newbrook Private Nominee 1 Limited: SpaceX Opportunity

Dear Investor,

Welcome and congratulations on taking part in the SpaceX secondary market opportunity, an opportunity which doesn’t come to New Zealand very often!

For our latest valuation update, please see the Key documents tab above.

Newbrook Private Nominee 1 Limited (NP1) is offering you an opportunity to invest in Space-X, however NP1 has no formal relationship with Space-X and will only be able to pass on information received about Space-X from US investment firm Bull & Bear Investments or other public sources of information. See the information memorandum under the Key documents tab for further information about the investment structure.

About SpaceX

SpaceX has two primary business focuses: launch services, which is led by its revolutionary Starship rocket, and Starlink, its satellite internet business. Starship is the massive, next-generation rocket SpaceX is developing to be fully reusable, to launch cargo and people on missions to the moon and Mars. The company is testing prototypes at a facility in southern Texas and has flown multiple short test flights.

“This technological development has the potential to transform investor expectations around the space industry,” Morgan Stanley analyst Adam Jonas noted in a recent note. “As one client put it: ‘talking about space before Starship is like talking about the internet before Google,’” Jonas added.

Starlink is the company’s plan to build an interconnected internet network with thousands of satellites, known in the space industry as a constellation. The project is designed to deliver high-speed internet to consumers anywhere on the planet. SpaceX has launched over 3,000+ Starlink satellites to date. The network has more than 1,000,000 users around the world.

Deal Summary

We will be investing in SpaceX on the following terms:

• See information updates under the 'Key documents' tab for valuation updates

• Anticipated 2 – 3-year horizon towards IPO

Special Purpose Vehicle – Newbrook Private Nominee 1 Limited (NP1)

NP1 is a special purpose vehicle (SPV) to pool investor funds to meet the minimum requirements to buy into this transaction. NP1 is a limited liability company with one director being David Armstrong of Newbrook.

The intrinsic value of the shares in NP1 are directly linked to the value of SpaceX in the event of a secondary market trade. A constitution is in place with NP1 to protect shareholders as the entity cannot be used for any other purposes.

Where trading on the Catalist platform is described as a "capital raise", the exact number of shares in NP1 that will be issued to you will depend upon the final number of SpaceX shares that NP1 is able to purchase with your investment (after taking into account fees and currency conversion costs). The number of shares in NP1 you will hold will be confirmed in your settlement statement when the new shares are issued to you.

In the event an investor wishes to sell their stake in NP1 then the Director will to their best ability obtain an updated valuation from the arranger – Wings of Mercury X LP. In that event using the Catalist platform we can go to other investors or existing shareholders in NP1 to sell your stake but cannot guarantee demand.

Where trading on the Catalist platform is described as "secondary market", existing investors can offer their shares for sale and new buyers can bid to buy the shares. Although the purpose of any secondary market auctions is to give existing investors the opportunity to trade their shares, if there is more demand to buy new shares than the supply of shares from existing shareholders, NP1 may decide to issue additional shares at the clearing price established by the auction in order to satisfy excess buy orders and ensure prospective investors don’t miss out.

As there is no trading revenue, this entity is not GST registered and will lodge a nil return at end of each financial year. NOTE, we advise you obtain independent financial and tax advice before investing however the SPV’s accountants’ details are below if you wish to clarify and engage directly:

• Contact: Lance Edmonds

• Firm: Kendons Scott MacDonalds

• Email: LEdmonds@accounting.co.nz

Custody of Shares – SpaceX

NP1’s ownership of Space-X will be held in custody on the NAV Consulting Platform via the Wings of Mercury X L.P., a LP refers to ‘limited partnership’ a legal entity with a pass through of taxable income (if any).

Wings of Mercury X LP will take a 20% Carry (profit cut) at the time of IPO. Prior to IPO the individual shares will be transferred via computer share to individual SRN accounts and the SPV then closed down.