# Product Disclosure Statement ## Turn Me Loose x Yearn 2023 Syndicate **Campaign:** turn-me-loose-x-yearn-2023 **Version:** 1.0.0 **Effective Date:** 2026-09-01 --- ## Key Information Summary **What is this?** This Product Disclosure Statement outlines a leasehold interest in Turn Me Loose x Yearn 2023, a New Zealand thoroughbred. Turn Me Loose x Yearn 2023 Syndicate makes fractional participation available to Members through its digital-syndication model. Full authority: the Commercial Model and Asset Specifics sections below and the Syndicate Agreement. **Who is this for?** Individuals seeking exposure to racehorse ownership in a structured, managed format — no prior ownership experience required. **How does it work?** You invest in a share of the syndicated leasehold interest in Turn Me Loose x Yearn 2023. Your fixed-price payments cover the costs of the lease for the term, with no additional capital calls. Your returns are linked directly to the performance of the asset, where you receive 75% of gross stakes, generated from racing, proportional to your interest. **About the Asset** - **Asset Type:** Leasehold interest in a thoroughbred racehorse - **Asset Name:** Turn Me Loose x Yearn 2023 (Mulan) - Evolution Stables Turn Me Loose x Yearn 2023 Syndicate size 5.0% - **Minimum Investment:** 0.1% - **Term:** 22 months (2026-09-01 → 2028-06-30) - **Managed by:** Evolution Stables (Authorised Syndicator) - **Governing Authority:** New Zealand Thoroughbred Racing (NZTR) **Returns** Investors receive 75% of gross stakes won during their eligible investment period. There are no guarantees, and you may not recover your original investment. **Costs** - $65.00 per month per 1% stake, recurring monthly for the duration of the investment. - A one-time upfront payment covers the deposit and initial payment. **Race Schedule Expectation** Mulan is in training. Members receive regular stable updates; race entries follow as fitness builds, with trial and target plans confirmed by the yard. **Risks** The horse may underperform, suffer injury, or be retired early. Early termination may result in a pro-rata refund. Limited liquidity — resale may not be immediate or available. You could lose the full amount of your investment. (See Section 12.) **How to Invest** Applications are made directly through Evolution Stables. Identity verification is required under AML/CFT laws. (See Section 17 — Investment Details.) **Manager** Evolution Stables is an NZTR-authorised syndicator specialising in digital syndication of leasehold interests in New Zealand thoroughbreds. (See About Evolution Stables below.) --- ## About Evolution Stables Evolution Stables is a New Zealand-based, NZTR-authorised syndicator offering structured, digitally-syndicated ownership of leasehold interests in New Zealand thoroughbreds. We partner with leading owners and trainers to lease premium bloodstock, then make those opportunities available in fractional, fixed-term interests. This lowers the cost of entry and simplifies ownership, giving more people the chance to experience the sport from the inside. Our approach blends the tradition, passion, and community of racing with modern technology and transparent processes — helping to build the next generation of owners. --- ## 1. Title & Structure This Product Disclosure Statement relates to the Turn Me Loose x Yearn 2023 Syndicate, a digitally-syndicated thoroughbred ownership campaign managed by Evolution Stables, a registered Syndicate Manager under the New Zealand Thoroughbred Racing (NZTR) Rules of Racing and Syndication Code of Practice. Participation is offered in the form of fractional leasehold stakes. Each stake is a percentage interest in the syndicated leasehold of the thoroughbred described in Section 2, from a minimum investment of 0.1%, with increments of 0.1% thereafter. --- ## 2. Asset Specifics ### 2.1 About Horse & Trainer Turn Me Loose x Yearn 2023 (barn name Mulan) is a bay 2YO filly by triple Group 1-winning miler Turn Me Loose out of Group 2 Auckland Thoroughbred Breeders' Stakes winner Yearn, by Champion Sire Savabeel. Foaled on 17 August 2023, she represents a deliberate cross of proven Australian miler speed with the durable, black-type form of a New Zealand staying mare. Her immediate family combines precocity with resilience: Turn Me Loose won Group 1 races between 1400 metres and 1600 metres, while Yearn was a stakes-performed miler who banked $339,895 in prizemoney. In early education at Copper Belt Lodge, Mulan has shown the alertness and the balanced action that fit the typical early-2YO campaign of her pedigree, without asking for more than she is ready to give. Mulan is prepared by Stephen Gray Racing from Copper Belt Lodge in Palmerston North. A Group 1-winning international trainer, Stephen returned to New Zealand after a long Singapore career and now trains from the family yard alongside his father, Kevin Gray. ### 2.2 Key Details | Attribute | Detail | | :--- | :--- | | Legal Name | Turn Me Loose x Yearn 2023 | | Barn Name | Mulan | | Foaled | 17 Aug 2023 (age 3) | | Gender | Filly | | Breeder | C W Kwok | | Sire | Turn Me Loose (NZ) | | Dam | Yearn (NZ) | | Microchip | 985125000128426 | | Trainer | Stephen Gray (Palmerston North, NZ) | ### 2.3 Racing Outlook & Pedigree By Turn Me Loose, a three-time Group 1 winner in New Zealand and Australia (2014 NZ 2000 Guineas, 2015 VRC Emirates Stakes, 2016 MRC Futurity Stakes), out of Yearn, a Group 2 Auckland Thoroughbred Breeders' Stakes winner by Champion Sire Savabeel. Mulan's pedigree profile fits an early 2YO speed campaign through the late spring and summer, with the scope to stretch to mile-graded company as a 3YO filly. The target pathway is a 2YO introduction over sprint–miler distances, then progression into the autumn 3YO fillies' events. ### 2.4 Racing Expectation Mulan is in training. Members receive regular stable updates; race entries follow as fitness builds, with trial and target plans confirmed by the yard. --- ## 3. Commercial Model This syndicate operates on a fixed rate of **$65.00 per month per 1% stake**. --- ## 4. Deposit & Billing The digitally syndicated campaign operates on a five-month initial investment upon participation, with recurring monthly payments due on the 1st of every month thereafter. The five-month initial investment follows a 3+2 structure outlined below: - 3 months security deposit reserve; and - 2 months keep (comprising the initial installment and 1 month in advance). Upon formal termination or maturity of the syndicate lease, all unused prepaid keep and security deposit reserve funds are refunded pro-rata to the investor's verified payment method. --- ## 5. Investor Return Investors receive a distribution calculated strictly from official New Zealand Thoroughbred Racing (NZTR) gross stakes won during their eligible participation period: 5.1. **Stakes Calculation:** Based on official NZTR stakes distributions published via loveracing.nz. 5.2. **Stakes Allocation:** 75% Investor Pool / 25% Owner Retention of total gross stakes won is allocated to the Investor Pool (distributed pro-rata relative to stake held). 5.3. **Distribution Schedule:** Quarterly (2-month paid-up qualification prior to race date). 5.4. **Qualification Period:** Investors must have maintained fully paid-up status for two (2) full months prior to a race date to qualify for prize money distributions from that race. --- ## 6. Exit & Termination Rules for exit and termination are designed around three core pillars: creating accessible investment opportunities, maintaining commercial viability, and prioritizing the long-term care of the horse. **Lessor 14-Day Break:** **Lessor 14-Day Break:** This syndicate operates under the Standard 14-Day Notice mechanism stipulated by the horse owner, matching the underlying Head Lease agreement. The lease may be terminated upon 14 calendar days' written notice when the underlying head lease concludes or the horse is retired. This process is triggered exclusively by the owner, not Evolution Stables. **Investor Notice & Wind-Down Period:** An investor may give notice of exit prior to their next monthly installment date. Upon receiving notice, recurring monthly billing ceases, and the investor's 3+2 deposit structure serves as the active wind-down period until their participation concludes. **Default & Forfeiture:** An investor enters default if a scheduled monthly payment is missed. Evolution Stables will notify the investor during the default period. If the outstanding balance is not rectified prior to the next billing cycle, the investment is deemed in default. The investor forfeits all future rights to prize money distributions and their deposit, which is subsequently reallocated to the horse owner to secure the ongoing care and maintenance of the horse. Evolution Stables receives no material financial benefit from an investor default. --- ## 7. Taxes Investors are responsible for their own tax liabilities arising from any distributions or returns generated by their participation in this Syndicate. Evolution Stables does not provide tax advice. Participants should consult their own independent tax advisors regarding the implications of holding an interest and receiving racehorse distributions. --- ## 8. Insurance Evolution Stables has not secured mortality insurance for this leasehold stake. Because this is a fixed-term leasehold interest rather than an equity ownership stake, capital mortality insurance is not applicable. In the event of the horse's death or permanent retirement, the lease terminates automatically, and all unspent deposit funds are refunded pro-rata as outlined in Section 6. --- ## 9. Valuation No independent valuation of the horse's capital value has been undertaken for this offering. The pricing of the interests is based entirely on the wholesale operational cost of leasing the horse over the term, rather than the intrinsic capital value of the bloodstock. --- ## 10. Veterinary Report Turn Me Loose x Yearn 2023 is an actively training thoroughbred. A general veterinary inspection is conducted prior to the commencement of the lease to ensure the horse is fit for racing purposes. However, investors acknowledge that racehorses are prone to injury and illness, and past fitness does not guarantee future soundness. --- ## 11. Material Interests Evolution Stables Ltd receives a 5.0% margin incorporated into the listed rate to cover the structuring, management, and regulatory oversight of the syndicate. Platform Fees of 3.0% cover payment processing and platform services. There are no other hidden fees or material conflicts of interest. --- ## 12. Risk Disclosure Participation in racehorse syndication is highly speculative and carries significant risks. 12.1. **Performance Risk:** The horse may not perform well, may not win prize money, and may not generate any revenue. 12.2. **Health Risk:** The horse may suffer injury, illness, or death, preventing it from racing. 12.3. **Liquidity Risk:** Your interest is a fixed-term leasehold. There is no guarantee of an active secondary market or that you will be able to sell your interest before the term ends. 12.4. **Capital Loss:** You may lose the entirety of your initial investment. --- ## 13. Responsible Investment Evolution Stables holds itself and its partners to the highest standards of care. Animal welfare remains central to all decisions made during the lease. All training, spelling, and veterinary decisions are made by licensed professionals. All post-racing arrangements are the responsibility of the horse's connections and are expected to comply with NZTR's welfare guidelines. --- ## 14. Records & Financial Reporting Evolution Stables will maintain a register of all Members. Financial updates, including prize money distributions and race reports, will be provided regularly. A final financial summary will be issued at the conclusion of the lease term. --- ## 15. Complaints Any complaints regarding the management of the Syndicate should be directed in the first instance to Evolution Stables. If the matter cannot be resolved, it may be escalated to New Zealand Thoroughbred Racing (NZTR) in accordance with the Rules of Racing. --- ## 16. Transfer of Interest Interests may only be transferred subject to the written consent of the Syndicate Manager and NZTR compliance requirements. Evolution Stables does not guarantee a secondary market. --- ## 17. Investment Details I hereby apply for the following interest in the Turn Me Loose x Yearn 2023 Syndicate: 17.1. **Stake Percentage:** [not filled in yet] 17.2. **Initial Payment:** $325.00 per 1% stake 17.3. **Monthly Commitment:** $65.00 per month per 1% stake --- ## 18. Investor Declaration By signing this Application Form, on [not filled in yet] I acknowledge and agree that: 1. I have received, read, and understood the Product Disclosure Statement (PDS) and the Syndicate Agreement for the Turn Me Loose x Yearn 2023 Syndicate. 2. I agree to be bound by the terms of the Syndicate Agreement, the PDS, and the Rules of Racing administered by NZTR. 3. I understand that my participation is strictly as a leaseholder and confers no ownership rights in the horse. 4. I understand the risks set out in the PDS, including that I may not recover my original investment. 5. I consent to my details being provided to NZTR and Evolution Stables for compliance with AML/CFT, registration, and regulatory purposes. **Name:** [not filled in yet] **Signed:** [not filled in yet] **Date:** [not filled in yet] --- ## 19. This subscription - **Stake:** 1.00% - **Monthly keep:** $65.00 / month for this 1.00% slice - **Join float:** $325.00 (5 months of this-slice keep) - **Automated keeps:** 20 (last keep 2028-05-01) --- ## 20. Promoter Declaration I, Alex Baddeley, as the promoter of this syndicate, declare that the information provided in this Product Disclosure Statement is, to the best of my knowledge, true and correct, and that I am not aware of any information that would make this statement misleading in any material respect. **Signed:** Alex Baddeley **Director, Evolution Stables Ltd** --- *This PDS must be read together with the Syndicate Agreement.*