Announcement of Retail SPP and Placement Results

Blackpearl | Level 1 60 Cuba Street
Wellington 6011 | New Zealand
hello@blackpearlgroup.com | +64 480 39390


19 October 2023

Announcement of Retail SPP and Placement Results

Placement Results
Black Pearl Group Limited (NZX:BPG) is pleased to advise that it has successfully
completed its placement to wholesale investors and accredited investors based in the
United States of America as announced to the market on 6 October 2023 (Placement).

BPG received strong support from both existing and new wholesale and accredited
investors, raising a total of approximately NZ$1.74 million at an issue price of $0.51 per
share. The Placement shares have been allotted today with trading of the new shares
commencing on the NZX today. Please see attached a capital change notice detailing the
allotment. The shares issued under the Placement will rank equally and be of the same
class as the shares quoted on the NZX Main Board.

Retail SPP Opens
BPG is pleased to announce the opening of the retail share purchase plan (SPP). Please
refer to the updated investor presentation for further information on BPG and Pearl
Diver, and the SPP Offer Document for the SPP terms and conditions.

There are approximately 5.64 million shares available under the SPP, having an
aggregate value of approximately $2.87 million at the allotment date.

All retail investors residing in New Zealand are able to apply for NZ$5,000 of shares at
an issue price of NZ$0.51 per share, with the ability to over or under subscribe (Eligible
Investors). The issue price represents a 13.5% discount to the five-day volume weighted
average price of the BPG shares prior to the opening date of the Placement (being
NZ$0.59 per share).

For the avoidance of doubt, a person residing outside of New Zealand, (including
Australia and the United States of America) is not eligible to participate in the SPP.

Oversubscription applications will be subject to scaling provisions and will be wholly
subject to the availability of shares under the oversubscription facility and overall
demand. Applications from existing BPG shareholders as at the record date of
Wednesday, 18 October will have priority over applications from non-shareholders.

The shares issued under the SPP will rank equally and be of the same class as the
shares quoted on the NZX Main Board.

The key indicative dates to the SPP are as follows:


BPG encourages Eligible Investors who wish to participate in the SPP to apply online at
https://blackpearl.capitalraise.co.nz by 5:00pm, Tuesday, 7 November 2023. Sharesies
customers can apply directly through the Sharesies platform.

The SPP is subject to the terms and conditions included in the Offer Document. Eligible
Investors are encouraged to read the Offer Document carefully, and if in any doubt
about whether or not to apply for shares under the SPP, to consult with a broker,
solicitor, accountant, financial adviser or other professional advisor.

For and on behalf of the board,
Karen Cargill
Chief Financial Officer
For further information, please contact:
karen.cargill@blackpearlmail.com | +64 21 135 5183
Event Date
Record Date (5pm)
Wednesday, 18 October
2023 (5pm)
Offer opens and Offer Document sent to Existing
Shareholders and the NZX
Thursday, 19 October 2023
Closing Date for Offer
Tuesday, 7 November 2023
(5pm)
Settlement and allotment of Shares under the Offer
By Tuesday, 14 November
2023
Holding statements sent to Applicants
On or around Tuesday, 14
November 2023

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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/acquired/redeemed 3,408,442
Nominal value (if any) N/A
Issue/acquisition/redemption price per security $0.51
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) Fully Paid
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
1

7.53%
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/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of ordinary shares in
connection with the settlement of
the private placement as
announced to the market on 6
October 2023.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial Products
of the Class held as Treasury Stock after the
issue/acquisition/redemption.
48,646,015
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
N/A

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

Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
NZX Listing Rule 4.5.1
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
Issue of new ordinary shares in
BPG which rank equally with all
other fully paid ordinary shares,
offered only to New Zealand
wholesale investors and
accredited investors based in the
United States of America.
Date of issue/acquisition/redemption
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19/10/2023
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

19/10/2023




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).

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1







Black Pearl Group Limited



SHARE PURCHASE PLAN

OFFER DOCUMENT

19 October 2023









This Offer Document is prepared in reliance upon clause 19 of Schedule 1 of the Financial
Markets Conduct Act 2013.

This Offer Document is an important document. You should read the entire document before
deciding what action to take. If you have any doubt as to what you should do, please consult
your broker, financial, investment or other professional advisor.

This Offer Document may not be distributed outside New Zealand.

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SECTION 1: IMPORTANT INFORMATION
General Information
This Offer Document has been prepared by Black Pearl Group Limited (Blackpearl Group or BPG)
in connection with an Offer of new shares in BPG under a share purchase plan.
The Offer is made under the exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct
Act 2013 (FMCA).
This Offer Document is not a product disclosure statement or other disclosure document for the
purposes of the FMCA or any other law, has not been lodged with the Financial Markets Authority,
and does not contain all of the information that an investor would find in a product disclosure
statement or other disclosure document, or which may be required in order to make an informed
investment decision about the Offer or Blackpearl Group.
All dollar amounts referenced in this Offer Document are in New Zealand dollars.
Additional information available under BPG’s continuous disclosure obligations
Blackpearl Group is subject to continuous disclosure obligations under the NZX Listing Rules. You
can find market releases by Blackpearl Group at www.nzx.com under the ticker code “BPG”. This
includes BPG’s current investor presentation and most recent annual report.
Blackpearl Group may, during the period of the Offer, make additional releases through the NZX
Market Announcement Platform. To the maximum extent permitted by law, no release by Blackpearl
Group to the market via the NZX Market Announcement Platform will permit an applicant to
withdraw any previously submitted application without Blackpearl Group’s prior consent.
The market price of Shares may increase or decrease between the date of this Offer Document and
the Allotment Date of the new Shares. Any changes in the market price of Shares will not affect the
Application Price, and the market price of the new Shares following allotment may be higher or lower
than the Application Price.
Offer Restrictions
This Offer Document does not constitute an offer, advertisement or invitation in any place in which,
or to any person to whom, it would not be lawful to make such an offer or invitation.
The distribution of this Offer Document (including an electronic copy) outside New Zealand may be
restricted by law. In particular, this Offer Document may not be distributed to any person outside of
New Zealand.
If you come into possession of this Offer Document, you should observe any such restrictions. Any
failure to comply with such restrictions may contravene applicable securities law. Blackpearl Group
disclaims all liability to such persons.

Changes to the offer

3
Subject to the NZX Listing Rules, Blackpearl Group reserves the right to alter the dates set out in this
Offer Document.
Additionally, Blackpearl Group reserves the right to withdraw all or any part of the Offer (either
generally or in particular cases) and the issue of the new Shares at any time before the Allotment
Date at its absolute discretion.
No guarantee
No guarantee is provided by any person in relation to the new Shares to be issued pursuant to the
Offer. Nor is any warranty provided with regard to the future performance of Blackpearl Group or
any return on any investments made pursuant to this Offer Document.
Decision to participate in the Offer
The information in this Offer Document does not constitute a recommendation to acquire or invest
in Shares and nor does it amount to financial product advice. This Offer Document has been
prepared without taking into account the particular needs or circumstances of any investor,
including an investor’s investment objectives, financial and/or tax position.
Privacy
Any personal information provided by Applicants via the online application form will be held by
Blackpearl Group or the Registry at the addresses set out in the directory of this Offer Document.
Blackpearl Group and/or the Registry may store your personal information in electronic format,
including in online storage or on a server or servers which may be located in New Zealand or
overseas. The information will be used for the purposes of administering your investment in
Blackpearl Group.
This information will only be disclosed to third parties with your consent or if otherwise required or
permitted by applicable law. Under the New Zealand Privacy Act 2020 you have the right to access
and correct any personal information held about you.
Enquiries
Enquiries about the Offer can be directed to your broker, financial, investment or other professional
advisor. If you have any questions about the number of Shares that comprise your entitlements, or
how to apply using the online form, please contact the Registry.
Defined terms and times
Capitalised terms used in this Offer Document have the specific meaning given to them in the
Glossary of this Offer Document. References to times and dates are to times and dates in New
Zealand (unless otherwise specified).

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SECTION 2: CHAIRMAN’S LETTER

Dear Shareholder,

Share Purchase Plan
On behalf of the Directors of Blackpearl Group, I am pleased to offer you an opportunity to
participate in a share purchase plan, where you can apply for $5,000 of Shares for an offer price of
$0.51 per Share, being a 13.5% discount to the five-day volume weighted average price a Share up
to, and including, the opening of Blackpearl Group’s placement to wholesale investors and
accredited investors based in the United States of America as announced to the market on 6 October
2023. In this Offer you can apply for a dollar amount of Shares rather than a certain number of
Shares.

Purpose of the Offer
Blackpearl Group is undertaking this capital raise to fund its rapid growth. Since launching our Pearl
Diver product in March this year, we have grown our annual recurring revenue from NZ$2.7M to
$4.6M (30 March to 30 September 2023) and the business. The funds raised under this Offer will be
invested into our sales and marketing, development of new product features and for general
working capital. Our goal is to continue our revenue growth and achieve profitability in the near
term. Our recent presentation is available on the NZX under the ticker code “BPG” for further
information.

Offer Terms
The maximum number of Shares available under this Offer is approximately 5.64 million Shares.
You may apply up to $5,000 of Shares with the ability to oversubscribe. Any oversubscription
amounts may be scaled in accordance with the terms set out in this Offer Document. Existing
Shareholders will have their applications preferred in the event of scaling.

The full Terms and Conditions of this Offer and how you can participate in it are contained in this
Offer Document. You are encouraged to read these Terms and Conditions in their entirety before
you decide whether to participate.

If you choose to apply for Shares under this Offer, please apply online at
https://blackpearl.capitalraise.co.nz. Sharesies customers can apply directly through the Sharesies
platform.

On behalf of the Directors, I thank you for your support of Blackpearl Group and invite you to
consider this opportunity to participate in our path to profitability.

Yours sincerely
Tim Crown
Chairman

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SECTION 3: KEY INFORMATION

HOW YOU CAN PARTICIPATE IN THIS OFFER

This Offer is open to all retail investors residing in New Zealand. We encourage you to apply online
at https://blackpearl.capitalraise.co.nz by 5pm on Tuesday, 7 November 2023. Sharesies customers
can apply directly through the Sharesies platform.

Applicants have the following options under this Offer under each of the subscription options:

• Full Application: Subscribe for NZ$5,000 of Shares at an Issue Price of $0.51 per Share.

• Specified Application: Subscribe for any amount up to NZ$5,000 of Shares at an Issue Price
of $0.51 per Share.

• Oversubscribe: Subscribe for any amount over NZ$5,000 at an Issue Price of $0.51 per
Share.

• No Application: Do nothing and your ability to apply for Shares under this Offer will lapse.
Please note that your shareholding will be diluted as a consequence.

Approximately 5.64 million Shares are available under this Offer. If Applications exceed the Shares
available under this Offer, Applications will be scaled back. Applications by Existing Shareholders will
be preferred in the event of scaling. Further information on the scaling provisions can be found in
the Terms and Conditions in section 4 of this Offer Document.

OFFER TIMETABLE

Event Date
Record Date (5pm) Wednesday, 18 October 2023 (5pm)
Offer opens and Offer Document sent to Existing
Shareholders and the NZX
Thursday, 19 October 2023
Closing Date for Offer Tuesday, 7 November 2023 (5pm)
Settlement and allotment of Shares under the Offer By Tuesday, 14 November 2023
Holding statements sent to Applicants
On or around Tuesday, 14 November
2023

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SECTION 4: TERMS AND CONDITIONS

Capitalised terms have the meaning attributed to them in the Glossary at the end of this booklet.

1. Offer Eligibility
1.1 This Offer is open to all retail investors residing in New Zealand. This Offer is not available
to investors outside of New Zealand.
1.2 Applicants may only make a single application for Shares (in the case of Applications
through a custodian, by each beneficial owner) under the Offer. Joint holders of Shares are
taken to be a single registered holder of Shares for the purposes of determining whether
they are an Existing Shareholder or a Non-Shareholder.
2. Issue Price and Application
2.1 The Issue Price for Shares under this Offer is $0.51 per Share. All references to dollars in
this Offer Document are in New Zealand dollars.
2.2 Existing Shareholders and Non-Shareholders may apply for up to $5,000 of Shares, with
the ability to oversubscribe for further shares. Any fractional Shares allocated under the
Offer will be rounded down to the nearest whole number of Shares.
2.3 Any Shares issued to Non-Shareholders are issued in accordance with NZX Listing Rule
4.5.1.
2.4 Shares issued to Existing Shareholders are issued in accordance with NZX Listing Rule
4.3.1(c) and should the limited in that rule be exceeded, NZX Listing Rule 4.5.1.
2.5 Blackpearl Group has limited the number of Shares available under this Offer to 5,639,072
million Shares, having an aggregate value of $2,875,926.72 at the Allotment Date.
3. Oversubscription Facility and Scaling
3.1 Applicants who apply for $5,000 of Shares may also apply for any number of additional
Shares at the same Issue Price under the Oversubscription Facility. The Oversubscription
Facility is subject to Shortfall availability and scaling.
3.2 Without limiting Blackpearl Group’s absolute discretion, Blackpearl Group expects to apply
scaling in the following situations:
(a) Pro-Rata Scale Back of Non-Shareholders: In the event that there are sufficient
Shares available in the Offer to satisfy all Existing Shareholder applications but
insufficient to meet all Non-Shareholder applications, Non-Shareholder
applications will be scaled back on a pro rata basis and all Existing Shareholder
applications will be accepted in full.
(b) Proportionate Scaling of Existing Shareholders: If there are insufficient Shares
available to satisfy all Existing Shareholder applications, all Non-Shareholder
applications will be refused and Existing Shareholders will be scaled back to the

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extent permissible to allow each Existing Shareholder to receive up to $5,000 of
Shares with the Oversubscription Facility and scaled back by reference to each
Existing Shareholder’s shareholding in Blackpearl Group on the Record Date.
3.3 In either circumstance, each Application may be scaled differently between Applicants.
Some Applicants may not be scaled or scaled by a small or large proportion. Without
limiting Blackpearl Group’s absolute discretion, Blackpearl Group will prioritise Existing
Shareholder applications over Non-Shareholder Applications.
3.4 An Existing Shareholder is a person who, at 5.00pm on the Record Date, was recorded in
Blackpearl Group’s share register as being a registered holder of Shares and is resident in
New Zealand. Non-Shareholders are Applicants who are not Existing Shareholders.
3.5 If the calculation above produces a fractional number, the number of Shares you will be
allotted will be rounded down to the nearest whole number of Shares. If a scale back is
applied, application monies received may be greater than the value of the Shares actually
allotted. The difference between the value of the Shares allotted and application monies
received will be refunded to applicants within 10 Business Days of the Closing Date. No
interest will be paid on refunded monies.
4. Custodian
4.1 Any Applicant that:
(a) is a trustee corporation or a nominee company and holds Shares in Blackpearl
Group by reason only of acting for another person in the ordinary course of
business of that trustee corporation or nominee company; or
(b) holds Shares in Blackpearl Group by reason only of being a bare trustee of a trust
to which the Shares are subject,
is a custodian (Custodian) under this Offer.
4.2 Custodians may apply to purchase more than $5,000 of Shares under this Offer without
having to apply through the Oversubscription Facility but only up to the total value of
Shares applied for by each beneficial owner for which the Custodian acts as a Custodian.
Custodians may confirm to the Registry that they are holding Shares as a Custodian for
beneficial owners by providing the written certification to the Registry described in clause
4.3 below. Each beneficial owner may direct the Custodian to apply on behalf of that
beneficial owner for one of the parcels described in Section 3 of this Offer Document.
4.3 If a Custodian applies to purchase Shares on behalf of a beneficial owner, the Custodian
must certify to the Registry in writing together with the application:
(a) that the Custodian holds Shares directly or indirectly as a Custodian for beneficial
owners;
(b) the number of those beneficial owners;

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(c) in respect of each of the beneficial owners, how many Shares the beneficial owner
or the beneficial owner’s agent has instructed the Custodian to accept on behalf
of that beneficial owner; and
(d) that the beneficial owner on whose behalf the Custodian is submitting an
application is not making an application themselves as an Existing Shareholder
for Shares under this Offer, and no other Custodian is submitting an application
under the Offer for that beneficial owner.
5. Completing the Application Form and Paying for Shares
5.1 If you wish to participate in this Offer, we encourage you to apply online at
https://blackpearl.capitalraise.co.nz , complete an online Application Form, and provide the
correct payment in accordance with the instructions on the Application Form. You must
lodge your application (together with payment) directly with the Registry. Sharesies
customers can directly apply through Sharesies.
5.2 Alternatively, a physical application form can be requested from Blackpearl Group’s share
registry, Link Market Services, at applications@linkmarketservices.co.nz.
5.3 Applicants should make payment for the exact dollar amount applied for.
5.4 To be valid, applications must be received by the Registry by 5.00pm on Tuesday, 7
November 2023. Application Forms received after that date will only be accepted at
Blackpearl Group’s discretion.
5.5 Subject to applicable law or regulation the Board of Blackpearl Group may, at its sole
discretion extend or bring forward the Closing Date. Any such change will be
communicated to shareholders through Blackpearl Group making a market
announcement to NZX.
6. Blackpearl Group’s Discretion to Accept or Reject Applications
6.1 Blackpearl Group has discretion to accept or reject your application to purchase Shares
under this Offer, including (without limitation) if:
(a) your Application Form is incorrectly completed, incomplete or otherwise
determined by Blackpearl Group to be invalid;
(b) the application monies received is not for the exact amount of the parcel that you
have selected on the Application Form;
(c) your Application Form is received after the Closing Date. While Blackpearl Group
has discretion to accept late Application Forms and payment, there is no
assurance that it will do so; or
(d) Blackpearl Group considers that your application does not comply with these
Terms and Conditions.
6.2 Where Blackpearl Group rejects an application under these Terms and Conditions, any
application monies received in respect of the rejected application will be refunded to the

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affected applicants within 10 Business Days of the Closing Date. No interest will be paid on
any such refunded monies.
7. Significance of Sending in an Application
7.1 If you apply to participate in the Offer by completing and returning the Application Form:
(a) your application, on these Terms and Conditions, will be irrevocable and
unconditional (i.e. cannot be withdrawn);
(b) you acknowledge that applications from Existing Shareholders will be prioritised
over applications from Non-Shareholders in accordance with these Terms and
Conditions;
(c) you agree to be bound by the constitution of Blackpearl Group;
(d) you authorise Blackpearl Group (and its officers or agents) to correct any error in,
or omission from, your Application Form (and, if applicable, your Custodian
Certificate) and to complete the Application Form (and, if applicable, the
Custodian Certificate) by the insertion of any missing details;
(e) you acknowledge that Blackpearl Group may at any time irrevocably determine
that your Application Form (and, if applicable, your Custodian Certificate) is valid,
in accordance with these Terms and Conditions, even if the Application Form (or,
as applicable, your Custodian Certificate) is incomplete, contains errors or is
otherwise defective;
(f) you acknowledge that none of Blackpearl Group, its advisers or agents has
provided you with investment advice or financial product advice, and that none of
them has an obligation to provide advice concerning your decision to apply for
and purchase Shares under this Offer;
(g) you acknowledge the risk that the market price for the Shares may change
between the Record Date, the date that you apply for Shares under this Offer and
the Allotment Date. A change in market price during this period will not affect the
Issue Price but may affect the value of the Shares you receive under this Offer;
(h) you acknowledge that Blackpearl Group is not liable for any exercise of its
discretions referred to in these Terms and Conditions;
(i) you irrevocably and unconditionally agree to these Terms and Conditions and
agree not to do any act or thing which would be contrary to the spirit, intention or
purpose of this Offer; and
(j) you represent that you reside in New Zealand, and you are not acting for the
account or benefit of a person outside of New Zealand in respect of this Offer.
7.2 If a Custodian applies to purchase Shares under this Offer for a beneficial owner pursuant
to clause 4, the matters referred to in clause 7.1 will be taken to be given by each beneficial

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owner on whose behalf the Custodian is applying to purchase Shares, and the Custodian
also certifies each of the matters set out in the Custodian Certificate.
8. The Shares
8.1 The Shares issued under this Offer will rank equally with each other and will have the same
voting rights, dividend rights and other entitlements as existing fully paid Shares in
Blackpearl Group quoted on the NZX Main Board.
9. Financial Statements
9.1 You may obtain free of charge the most recent annual report and financial statements of
Blackpearl Group by contacting Blackpearl Group (see the Company Directory for details),
or you may download these reports from the Blackpearl Group website at
https://www.blackpearl.com/investor-centre/
10. Amendments to the Offer and Waiver of Compliance
10.1 Notwithstanding any other term or condition of this Offer and/or the Application Form,
Blackpearl Group may, at its discretion:
(a) make non-material modifications to this Offer or these Terms and Conditions (in
which applications for Shares under this Offer will remain binding on the applicant
notwithstanding such modification and irrespective of whether an Application
Form was received by the Registry before or after such modification is made);
and/or
(b) suspend or terminate this Offer at any time prior to the allotment of the Shares
under this Offer. If this Offer is terminated, application monies will be refunded
to applicants within 10 Business Days of the Offer being withdrawn. No interest
will be paid on refunded monies.
10.2 Subject to law and the NZX Listing Rules, Blackpearl Group reserves the right to waive
compliance with any provision of these Terms and Conditions. If Blackpearl Group waives
compliance with any provision of these Terms and Conditions, such waiver will apply to all
Applicants.
11. Governing Law
11.1 These Terms and Conditions shall be governed by and construed in accordance with the
laws of New Zealand.
12. Dispute Resolution
12.1 If any dispute arises in connection with this Offer, Blackpearl Group may settle it in any
manner it thinks fit. It may do so generally or in relation to any particular participant,
application or Share. Blackpearl Group’s decision will be final and binding.

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13. Inconsistency
13.1 Unless otherwise determined by the Directors, in the event of any inconsistency between
these Terms and Conditions and Blackpearl Group’s constitution, Blackpearl Group’s
constitution shall prevail.

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GLOSSARY
Allotment Date By 14 November 2023.
Applicant An investor whose application for Shares (and payment of the corresponding
Issue Price) has been received by the Registry prior to the Closing Date.
Application Form The online application form relating to this Offer for the application for Shares in
accordance with the Terms and Conditions.
Blackpearl Group or BPG Black Pearl Group Limited (company number: 4064918).
Board The board of directors of Blackpearl Group.
Business Day Has the meaning given to it in the NZX Listing Rules.
Closing Date 7 November 2023.
Custodian See clause 4.1 of the Terms and Conditions for the definition of “Custodian”.
Custodian Certificate The certificate that must be submitted by an Applicant that is a Custodian
together with that Applicant’s Application Form (available on request from the
Registry).
Directors The directors of Blackpearl Group.
Existing Shareholder
An Applicant who, at 5.00pm on the Record Date, was recorded in Blackpearl
Group’s share register as being a registered holder of Shares and is resident in
New Zealand.
FMCA Financial Markets Conduct Act 2013.
Issue Price The price at which the Shares will be issued pursuant to this Offer being NZ$0.51
per Share.
Non-Shareholders Applicants who are not Existing Shareholders.
NZX NZX Limited.
NZX Listing Rules The listing rules of the NZX dated 1 April 2023.
Offer The offer of Shares to Applicants at the Issue Price. Includes Shares available
under the Oversubscription Facility.
Offer Document This document containing the Offer to Existing Shareholders.
Opening Date 19 October 2023.
Oversubscription Facility The facility described in the Terms and Conditions and comprising of all Shares
that are Shortfall.
Record Date 5pm on 18 October 2023.
Registry Blackpearl Group’s share registry, Link Market Services.
Shares Ordinary shares of Blackpearl Group which are, or once allotted under this Offer
will be, quoted on NZX Main Board under the code “BPG”.
Shortfall Any Shares available under this Offer that are not subscribed for by Applicants in
a $5,000 Share parcel.
Terms and Conditions
The terms and conditions of the Offer attached as section 4 of the Offer
Document

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DIRECTORY
Black Pearl Group Limited
Level 1/60 Cuba Street
Te Aro
Wellington 6011
Telephone: +64 4 803 9390
Email: hello@blackpearl.com
Website: https://www.blackpearl.com/investor-centre/
SPP Offer website: https://blackpearl.capitalraise.co.nz



Share Registrar
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
Telephone: +64 9 375 5998
Email: applications@linkmarketservices.co.nz




Legal Advisors
Duncan Cotterill
Level 5, Chartered Accountants House
50 Customhouse Quay
PO Box 10376
Wellington 6143

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17375750_1

19 October 2023

NZX Limited
Level 1, NZX Centre
11 Cable Street
PO Box 2959
Wellington
New Zealand
Notice Pursuant to Clause 20(1)(A) of Schedule 8 to the Financial Markets Conduct Regulations
2014

Black Pearl Group Limited (NZX:BPG) has announced that it intends to undertake a share purchase
plan to raise approximately NZ$2.87 million (the Offer). All retail investors residing in New Zealand will
be able to participate in the Offer. The shares issued under the Offer will be of the same class as the
shares in BPG quoted on the NZX Main Board.

Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014 (the
Regulations), and the Financial Markets Conduct Act 2013 (FMCA), BPG advises that:

1 BPG is making the Offer to investors in reliance upon the exclusion in clauses 19(1) and
19(1A) of Schedule 1 to the FMCA and is giving this notice under clause 20(1)(a) of Schedule
8 to the Regulations.
2 As at the date of this notice:
a) BPG is in compliance with the continuous disclosure obligations that apply to it in
relation to its quoted ordinary shares;
b) BPG is in compliance with its “financial reporting obligations” (as defined in clause 20(5)
of Schedule 8 of the Regulations); and
c) there is no information that is “excluded information” (as defined in clause 20(5) of
Schedule 8 of the Regulations).
3 The Offer is not expected to have any material effect or consequence on the control of BPG.
For and on behalf of the Board,


Nicholas Lissette,
Director
Black Pearl Group Limited

For further information, please contact nick.lissette@blackpearlmail.com