NFT Treasury Rationalisation and Controlled Disposition Framework

Blackpool DAO

BPIP-15

NFT Treasury Rationalisation and Controlled Disposition Framework

LEGAL NOTICE

This document is a governance coordination instrument only. It does not constitute, and must not be construed as, investment advice, legal advice, a financial promotion, an offer or solicitation of any kind, or the establishment of any regulated financial service or managed investment scheme.

This document creates no fiduciary duties, agency relationships, or contractual obligations of any kind. Each participant acts solely in their own capacity, independently, and at their own legal and financial risk.

Participants are strongly advised to obtain independent legal, tax, and regulatory advice applicable to their own jurisdiction before taking any action in connection with this proposal.

The DAO operates as a decentralised coordination mechanism and does not purport to constitute a legal entity under any specific jurisdiction.

1. Abstract This proposal introduces a comprehensive framework for the rationalisation and controlled disposition of non-core non-fungible token (“NFT”) assets held within the BlackPool DAO treasury.

Following a review of treasury holdings (as reflected in Annex I), it has become evident that a substantial portion of the DAO’s NFT portfolio consists of legacy, inactive, or economically marginal assets that no longer serve a meaningful strategic, operational, or economic function. These holdings impose ongoing fragmentation and administrative overhead on the treasury structure without commensurate benefit.

The purpose of this proposal is to enable an orderly, transparent, and governance-aligned process for the identification and potential disposal of such NFT assets. The framework is designed to:

preserve the fully decentralised and non-custodial nature of the DAO; ensure that no centralised management function is created or implied; minimise regulatory risk and legal exposure for all participants; and facilitate the release of residual economic value currently trapped in dormant positions. 2. Scope and Express Limitation This framework is strictly and exclusively limited to non-fungible tokens (NFTs) held within DAO-controlled wallets as documented in Annex I.

For the avoidance of doubt, and as a matter of fundamental intent, nothing in this proposal shall be interpreted as authorising, enabling, or implying:

the sale, exchange, or management of fungible tokens or tokenised financial instruments; the rebalancing, optimisation, or active management of treasury positions; liquidity provision, staking, yield-generation, lending, or borrowing strategies; the establishment of any discretionary investment mandate or portfolio management function; or any other activity that could constitute regulated financial services under applicable law. This limitation is fundamental to the legal characterisation of the activity contemplated herein and shall be construed strictly and accordingly in all jurisdictions.

3. Definitions The following definitions apply throughout this proposal:

“DAO” Blackpool DAO, an unincorporated, decentralised autonomous organisation operating via smart contracts on public blockchain infrastructure, with no separate legal personality. “NFT” A non-fungible token: a unique, non-interchangeable digital asset recorded on a public blockchain, treated herein as a digital collectible or utility-based asset and not as a financial instrument. “Eligible Assets” Those NFTs identified in Annex I as eligible for disposition under this framework, subject to final governance approval. “Execution Participant” Any DAO member who, acting voluntarily and independently, takes technical steps to execute a disposition authorised by this governance framework. “Floor Price” The lowest listed price for an NFT within a given collection on a public secondary marketplace at the time of listing, as observable from publicly available data. “Governance Decision” A binding outcome of the DAO’s on-chain voting mechanism, executed in accordance with its established governance procedures. “Proceeds” Any fungible tokens or other consideration received in exchange for Eligible Assets, which shall remain within DAO-controlled smart contracts pending further governance decisions. 4. Background and Treasury Characterisation The DAO’s NFT holdings, as set out in Annex I, reflect an accumulation of digital assets across multiple historical strategies, partnerships, and experimental initiatives. These include, inter alia:

virtual land assets, including parcels within The Sandbox metaverse; gaming-related NFTs and in-game assets; and various legacy, niche, or discontinued collections. While such assets may have held strategic or experimental value at the time of acquisition, the current position is materially different. A significant proportion of these holdings are now characterised by one or more of the following:

operational inactivity — no current DAO initiative is predicated on their retention; strategic disconnect — they are no longer aligned with active DAO objectives; thin markets or illiquidity — secondary market activity is negligible or absent; disproportionate administrative burden — custodial and governance overhead is not justified by residual value; and value attrition — continued passive retention risks further economic erosion. The aggregate result is a treasury characterised by fragmentation and residual exposure rather than active deployment. This proposal seeks to address that inefficiency in a structured, transparent, and legally conservative manner.

5. Purpose and Strategic Rationale This proposal seeks to transition the DAO from passive retention of inactive digital assets toward a more coherent and economically rational treasury posture. Specifically, it aims to:

enable the systematic identification of NFTs that no longer justify retention on objective, predefined criteria; facilitate their orderly and transparent disposition through public marketplace mechanisms; reduce operational and custodial overhead associated with fragmented inactive holdings; and unlock residual value otherwise trapped in dormant positions, subject to future governance decisions regarding use of Proceeds. This is not an exercise in optimisation, active management, or investment strategy. It is a process of rationalisation and simplification, effected through the technical execution of a governance-sanctioned outcome.

6. Legal Characterisation of the Activity 6.1 Classification of Assets For all purposes of this proposal, NFTs are treated as:

digital collectables, utility-based digital assets, or non-fungible records of digital ownership; and not as financial instruments, securities, units in a collective investment scheme, or any other regulated investment product. This characterisation is based on the following features of the assets in question: each NFT is unique and non-interchangeable; no NFT represents a share in profits, revenues, or any underlying financial asset; and no expectation of return is associated with any NFT by reason of the efforts of any third party acting as a promoter or manager.

Participants are advised, however, that the regulatory classification of digital assets varies significantly across jurisdictions, and that this characterisation reflects the intended structure of this proposal only. Independent legal advice should be obtained in each relevant jurisdiction.

6.2 Characterisation of the Activity The activity contemplated by this proposal is properly characterised as:

An orderly, governance-sanctioned disposal of inactive digital property, conducted through public decentralised marketplace infrastructure, on a non-discretionary, rule-based basis.

It is not, and must not be construed as:

the provision of asset management, portfolio management, or investment advisory services; the operation of a collective investment scheme or managed account; fiduciary activity of any kind; or any other form of regulated financial activity. No participant acts in the capacity of an asset manager, investment adviser, or fiduciary at any time. All actions are undertaken in the capacity of a technically competent DAO member executing a predefined, governance-approved outcome.

For the avoidance of doubt, the framework does not establish any ongoing program of asset disposal, nor does it contemplate repeated or systematic engagement with NFT markets. Each execution event is isolated, incidental, and non-recurring in nature, reflecting the residual and exceptional character of the assets concerned.

7. Execution Framework 7.1 Nature of Execution Any implementation of this proposal shall be understood exclusively as the technical execution of a Governance Decision, carried out by Execution Participants interacting directly with public blockchain infrastructure and third-party decentralised marketplace smart contracts.

Such execution does not constitute, and shall not be characterised as:

discretionary portfolio management or investment management of any kind; fiduciary, advisory, or custodial activity; the operation of a managed investment scheme, collective investment vehicle, or fund; or any form of regulated financial service. 7.2 Non-Discretionary and Rule-Based Design A core structural principle of this framework is the deliberate and comprehensive minimisation of discretion at the point of execution.

To the greatest extent practicable, execution parameters shall be:

rule-based and anchored to objective, verifiable market data; and applied uniformly across all Eligible Assets without subjective asset-by-asset curation. Permitted rule-based parameters may include:

listing Eligible Assets at or near the observable Floor Price at the time of listing; applying predefined pricing bands (90%–110% of a 7-day trailing average Floor Price); or initiating auction mechanisms with predefined reserve prices and duration. Execution Participants must not be interpreted as authorised to:

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