Issue Price
$0.175
Private & Confidential
Wholesale Investors Only
Wholesale Investors Only
Private Offer Notice
This page relates to a private offer of fully paid ordinary shares by MintMark Capital Limited, made under section 708 of the Corporations Act 2001 (Cth) to wholesale and sophisticated investors by personal invitation.
If you have not been invited to this page, please do not proceed — but if you'd like to be considered, leave your details and a member of the MintMark team will contact you to discuss whether you qualify.
Wholesale and sophisticated investors only. This is not a prospectus or disclosure document and has not been lodged with ASIC.
By Personal Invitation
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Step 1 of 3 · Eligibility
The fully paid ordinary shares under the Phase 1 Foundation Raise are offered only to wholesale and sophisticated investors under section 708 of the Corporations Act 2001 (Cth).
Step 2 of 3 · Your details
We only need your personal details for this enquiry. If you decide to invest, you'll nominate the entity you're investing through — your own name, a company, trust or SMSF — in the Application to Subscribe for Shares.
Step 3 of 3 · Acknowledgements
General Enquiry
Leave your details and a member of the MintMark team will contact you to see if you qualify. The offer is available only to wholesale and sophisticated investors under section 708 of the Corporations Act 2001 (Cth).
Open the enquiry formThank you — once you've left your details, a member of the MintMark team will be in touch personally. We read every enquiry.
Important notice — wholesale investors only. Prepared by MintMark Capital Limited for a proposed offer of ordinary shares to sophisticated and wholesale investors under s708 of the Corporations Act 2001 (Cth). Not a prospectus; not lodged with ASIC; general information only. Investment involves significant risk, including Bitcoin price volatility; shares are illiquid and s707(3) transfer restrictions apply. Seek independent advice. Confidential.
Confidential Investor Presentation · August 2026
Tap any slide to view it full-screen.
The first dedicated public Bitcoin treasury company structured for institutional capital formation, disciplined governance, and a clear pathway to public listing.
The Macro Foundation for a Bitcoin Treasury
Australian M3 Money Supply (RBA) Expansion vs Purchasing Power (1980–2026)
Expanding money supply structurally erodes purchasing power over time.
What it takes to beat currency debasement — after inflation, and after tax.
Money grew more than twice as fast as prices — CPI misses where new money flows: assets like housing and shares.
The shaded gap is unreported debasement: ~7.9% a year.
To merely stand still — after real erosion and the tax on nominal gains — an Australian investor must earn about ~14.9% a year, just to keep ~7.9%. Almost nothing does.
Even the best term deposit — ~5.0%, taxed at 47% — nets just ~2.7%, against a ~14.9% hurdle. The "safe" option loses real wealth fastest.
12-month term deposit, representative competitive rate, Australian banks, 2026 (RBA cash rate ~4.1%).
Annualised CAGR by asset class · 2013–2025 · Price return basis, excluding dividends
Below the line — how far each asset fell. Above the line — the years it took to climb back to its prior all-time high.
Volatility was never the risk. The risk is an asset that falls and stays down. On that test, Bitcoin has the best record on this chart.
Each cycle low far higher than the last; each drawdown shallower — we are entering during a live −53% drawdown
Macro Characteristics of Digital Hard Money
Programmatically fixed. Cannot be inflated by any authority.
No single point of control. Every transaction publicly verifiable.
Cannot be debased by central bank policy or government spending.
Strategy, Metaplanet, Capital B and sovereign nations leading adoption.
Bitcoin is emerging as the digitisation of hard reserve capital — offering scarcity, transparency and independence that fiat cannot provide.
Appreciates against fiat over multi-year cycles as money supply expands.
Fixed supply protects purchasing power that fiat continuously erodes.
Increasingly held by public companies as treasury reserve alongside cash.
Bitcoin is a fraction of gold, which is a fraction of the whole — drawn to scale.
About 4% of gold alone — and roughly the size of all the world’s above-ground silver.
A 1% reallocation of global wealth equals roughly US$8.2 trillion — about six times Bitcoin’s entire market capitalisation.
Illustrative scale — not a forecastAbout 95.6% are already mined. Supply cannot respond to demand — price is the only adjustment mechanism.
Global Proof. Australian Implementation.
Mandate-Driven Capital Inefficiency
Corporate Structure Bridging Fiat Capital and Digital Reserve Assets
Equity and debt raised from capital markets
Bonds, shares, credit facilities — proceeds held as cash
Same equity and debt raised from the same capital markets
Same capital structure — proceeds converted directly into Bitcoin
Publicly Listed Bitcoin Treasury Companies — Verified July 2026
Bitcoin treasury strategy is now validated across global public markets on three continents.
Pre-Institutional Adoption Entry
MintMark Capital Limited is positioned to become Australia's first dedicated public Bitcoin treasury company — ahead of domestic bank, wealth platform, and superannuation adoption.
Ahead of Australian institutional capital mandates emerging
Ahead of bank and financial institution balance sheet integration
Prior to structural premium recognition in the Australian market
Before treasury growth enables progressively lower-cost funding
Positioned ahead of broad digital reserve acceptance across A$7.9T in institutional pools
Early equity precedes institutional capital formation.
A$7.9T of Australian institutional capital sits outside Bitcoin entirely
A 0.5% allocation across Australia's estimated A$7.9T in mandate-restricted capital would equate to over A$40 billion in re-allocatable demand — validating the need for a compliant, listed Bitcoin treasury vehicle.
Structure, Governance & Strategic Model
Founding Shareholders & Leadership
Founder & CEO, Director
Founder & architect of the treasury-first strategy — conceived and structured MintMark Capital from inception.
Executive Chairman, Director
Founder & Managing Director, Lodge Partners (AFSL 246271) — one of Australia's leading independent corporate advisory firms.
Executive Director — Investor Relations
15+ years in stockbroking, private capital markets and wholesale investor engagement across Australian and international markets.
Corporate Structuring & Legal Governance (Advisory)
Equity capital markets partner specialising in IPOs, ASX compliance and public company structuring.
Strategic Treasury Advisor (Advisory)
Co-founder of mNAV.com — the Bitcoin-native treasury analytics platform used by public and pre-IPO treasury companies and their investors.
Australia's Dedicated Public Bitcoin Treasury Framework
Incorporated as a public company from inception — not a private trust, fund or managed investment scheme
Continuous financial audit from day one — satisfying ASX listing requirements for a clean IPO pathway
Board composition, governance framework and reporting standards built to institutional grade from the outset
Offered under Corporations Act 2001 s708 — accessible within existing sophisticated investor mandates
Phase 2 treasury accumulation — note proceeds converted to Bitcoin as the primary reserve
From listing, equity raised at a premium — only when accretive to BTC per share
Every capital allocation decision governed by the BTC per share accretion standard
Build the audit record, balance sheet and governance credentials required for public listing
Equity funds operations — the two-year audit clock starts Day 1
Bitcoin accumulated on the treasury balance sheet under the Secured Convertible Note
Notes convert — accretive capital raises begin; BPS discipline governs every raise (Slides 22–23)
Balance-sheet monetisation — the end game (Slide 20)
No management fees, no redemptions, no NAV units
No speculation, no derivatives, no market timing
No operational Bitcoin exposure or energy risk
No debt in this raise — equity only
From Treasury to Bitcoin-Backed Capital Platform
Treasury Bitcoin acquired under the note programme — Series A up to $21M · Series B to $100M total pre-IPO
90–95% of note proceeds to Bitcoin — straight to the balance sheet, per the Information Memorandum
Custody with Zerocap, Australian custodial provider — segregated cold storage, Lloyd's-insured; GSA first-ranking, PPSR-registered via the Security Nominee
Two-year audit record and institutional governance compound toward listing readiness
Subject to scale & regulatory alignment
Series A converts at listing at a 20% discount — governed by the BPS Discipline Test
From listing, equity can be raised at a premium — and only when accretive to BTC per share
Bitcoin per share is the governing metric — after a listing, each disciplined raise adds more BTC per share than it dilutes
As BTC per share grows, the market revalues the treasury — the mNAV premium expands in cycles, enabling the next accretive raise (Slides 22–23)
Bitcoin-backed digital credit, yield and lending products applied to the matured balance sheet — income without liquidation (Slide 20)
Full suite of Bitcoin-backed capital markets products for institutional and wholesale markets
MintMark becomes the primary listed vehicle for Australian institutional Bitcoin exposure
Banks, superannuation funds and wealth platforms access Bitcoin economics through MintMark equity
Bitcoin is ~0.16% of measured global wealth. We accumulate now to build the balance sheet that underwrites Bitcoin-backed digital credit.
How MintMark Capital Compounds Equity Value
Structured Capital Compounding Model
A disciplined Bitcoin treasury compounds value through a repeatable capital cycle — each rotation increases BTC per share, strengthens the balance sheet, and expands the market premium that enables the next raise.
Equity value is driven by four structural drivers
Every Bitcoin held appreciates as demand grows against fixed supply of 21 million coins — no action required by management.
Each accretive raise increases BTC per share — shareholders own more Bitcoin per share after every capital cycle, regardless of price.
As BTC per share grows and governance credibility builds, investors apply a premium to NAV — the same mechanism that drives Strategy's valuation.
As the balance sheet scales, Bitcoin-backed lending and structured products generate income — without liquidating the treasury position.
Four risks. Honest about each. Engineered responses to every one within our control.
Bitcoin price is volatile. It has fallen 50–80% in prior cycles and will be volatile again. We cannot predict it, manage it, or protect you from it — and neither can anyone else.
This is your Bitcoin conviction decision, not ours. We share this risk with every Bitcoin holder on earth.
Every Bitcoin treasury company sees mNAV compress as it matures. Strategy fell from ~4× to ~1.4×. Metaplanet from 9× downward. This is the natural lifecycle — not a failure.
The critical point: every BPS gain from every accretive raise is permanent. mNAV compression cannot erode it. The mNAV 1.0× column in the Slide 23 model is the honest, no-optimism floor.
Raising capital below break-even mNAV quietly destroys Bitcoin per share — issuing too many shares per Bitcoin acquired, diluting every existing holder.
MintMark's BPS discipline rule removes this entirely. We do not raise equity below break-even mNAV. Full stop. Raise 3 in the Slide 23 model failed the test and was rejected. The discipline is the product.
When mNAV falls below the equity break-even, equity raising is suspended — but Bitcoin accumulation is not.
Zero or low-coupon convertible notes provide the alternative pathway. Conversion is structured to trigger only when the share price exceeds a 20–30% premium — meaning mNAV has already recovered and the BPS test is passing before a single new share is issued. The treasury never pauses. Only the instrument adapts.
Investment in MintMark Capital Limited involves risk. The following summary outlines key risk factors but is not exhaustive of the risks faced by the Company or by investors. Investors should seek independent financial, legal and tax advice before making any investment decision.
Investment in Shares should be considered speculative. There is no guarantee with respect to dividends, returns of capital or the market value of Shares. No public market currently exists and the investment is illiquid prior to ASX listing.
Changes in laws, taxation, regulation or accounting standards may adversely impact the Company’s operations or strategy, including potential changes to Bitcoin classification in Australia.
The Company’s strategy is directly exposed to Bitcoin price movements, which are highly volatile and may materially impact asset values and returns. Past performance is not indicative of future results.
Exposure to cybersecurity threats, data breaches or custody infrastructure failures may result in loss or reputational damage. Multi-signature cold storage protocols mitigate this risk.
The Company is in an early-stage implementation phase. Execution depends on capital availability, operational scalability and the ability to monetise Bitcoin holdings.
The Company is reliant on its executive team. Loss of key personnel or inability to recruit qualified replacements may materially affect its ability to execute strategy.
Bitcoin is priced in USD. Fluctuations in the AUD/USD exchange rate are unpredictable and may materially impact the AUD value of the Company’s Bitcoin holdings and returns.
Future growth depends on the Company’s ability to raise additional capital. There is no assurance that funding will be available on favourable terms or at all.
Reliance on third-party providers introduces counterparty risk, including potential service failure or default, exposing the Company to adverse market movements while sourcing replacements.
Future capital raises may dilute existing Shareholders.
There is no guarantee the Company will be successful in its objective to achieve a public listing, or that any listing will occur within the targeted timeframe or at all.
Expression of Interest
Once we've reviewed your details, our Investor Relations team will personally email you your Investor Pack, which will include a covering letter explaining each step, the Indicative Term Sheet, the Application to Subscribe for Shares and the wholesale investor certification forms — usually within one business day. Return the completed Application with your certification and certified ID, and once verified we'll send the Subscription Agreement for electronic signature.
Open the EOI form