Capital Change Notice

Capital Change Notice

Updated as at June 2023


Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A, Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information
Name of issuer Black Pearl Group Limited
NZX ticker code BPG
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZBPGE0004S2
Currency NZD
Section 2: Capital change details
Number issued 3,839,788
Nominal value (if any) N/A
Issue price per security $0.63
Nature of the payment (for example, cash or other
consideration)
The Shares were issued to
capitalise a debt of $2,400,000
plus interest at 1% per annum
(Debt) owed by BPG to Crown
BP Holdings, LCC under a
promissory note (Promissory
Note) at a conversion rate of
$0.63 per share, in accordance
with an equity conversion
agreement (Equity Conversion
Agreement).
Amount paid up (if not in full) Fully Paid
Percentage of total class of Financial Products issued
(calculated on the number of Financial Products of the
Class, excluding any Treasury Stock, in existence)
1

9.335%
For an issue of Convertible Financial Products or Options,
the principal terms of Conversion (for example the
Conversion price and Conversion date and the ranking of
the Financial Product in relation to other Classes of
Financial Product) or the Option (for example, the exercise
price and exercise date)
N/A
Reason for issue and specific authority for issue (the reason
for change must be identified here)
To fully capitalise the Debt owed
by BPG to Crown BP Holdings,
LCC in accordance with the
Equity Conversion Agreement
and as approved by shareholders
on 4 September 2023.

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Total number of Financial Products of the Class after the
issue (excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury Stock after
the issue/acquisition/redemption.
44,970,165 shares
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Board resolution and Shareholder
approval under NZX Listing Rules
4.2.1 and 5.2.1
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
The Debt owed to Crown BP
Holdings, LLC as at 6 September
is $2,419,066.67. Accordingly,
the Debt of $2,419,066.67 is
converted into ordinary shares in
BPG under the terms of the
Promissory Note and Equity
Conversion Agreement, at a
conversion rate of $0.63 per
share.
Date of issue
2
06/09/2023
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Karen Cargill
Contact person for this announcement Karen Cargill
Contact phone number +64 21 135 5183
Contact email address karen.cargill@blackpearlmail.com
Date of release through MAP

06/09/2023




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).