BPG surpasses $10m of ARR and launches Capital Raising

1
BLACKPEARL GROUP | Market Announcement
4 October 2024
Blackpearl surpasses $10m of ARR and launches
Capital Raising
Black Pearl Group Limited (NZX:BPG) is pleased to advise the market of the achievement of a
key milestone in BPG’s growth strategy.
Annual Recurring Revenue (ARR) reached $10.4 million as at 30 September 2024 - a 126%
increase year-on-year.
To support its next stage of growth, BPG is today launching a capital raising of $10 million with
the ability to accept oversubscriptions (at its sole discretion).
The capital raising will be undertaken at $1.25 per share. This represents an 8.8% discount to
the 30-day VWAP of a BPG share of $1.37
1
.
The capital raising comprises of a non-underwritten placement of $8 million (Placement) and a
share purchase plan (SPP) offer of $2 million to existing shareholders residing in New Zealand.
The capital raising has been structured in this manner to assist with further broadening BPG’s
investor base and improving share liquidity.
A trading halt has been granted by NZX to facilitate the Placement. BPG expects to advise the
market of the capital raised under the Placement pre-market open on Monday, 7 October 2024.
Under the SPP, New Zealand shareholders will be invited to apply for up to NZ$50,000 of new
shares free of any brokerage, commission or transaction costs. If the SPP is oversubscribed,
applications may be scaled in BPG’s discretion, by reference only to the number of ordinary
shares held by shareholder’s accepting the SPP offer as at the SPP record date (being 5pm
today). Further information on the SPP will be released to the NZX and sent to shareholders on
Monday, 7 October 2024.
Shares issued under the Placement and SPP will rank equally and be of the same class as the
shares quoted on the NZX Main Board.
Please see the investor presentation and cleansing notice released with this announcement for
further information.
ENDS

1
Calculated up to close of trading on 3 October 2024.

1
BLACKPEARL GROUP | Market Announcement
Contact
Released for and on behalf of BPG by Karen Cargill, Chief Financial Officer.
For further information, please contact: karen.cargill@blackpearl.com | +64 21 135 5183
About Blackpearl Group
Blackpearl Group (BPG) is a market-leading data technology company pioneering AI-driven sales
and marketing solutions for the US market.

Specifically engineered for small-medium sized businesses (SMEs), BPG consistently delivers
exceptional value to its customers. Our mantra is simple: ‘Better Growth Together’. When our
customers win, we win.
Founded in 2012, BPG is based in Wellington, New Zealand, and Phoenix, Arizona.
Blackpearl.com

---

19234793_1

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

4 October 2024

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) intends to undertake a capital raising comprising of:

1 off-market placements of approximately $8 million of ordinary shares in Blackpearl (Shares) to
selected investors; and
2 a share purchase plan open to existing shareholders residing in New Zealand, with the ability
to oversubscribe (subject to shortfall availability and BPG’s ability to scale applications or
accept oversubscriptions at its complete discretion), to raise up to an additional $2million.
(together, the Offer).
The Shares issued under the Offer will be of the same class and rank pari passu with all existing
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:

3 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.
4 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; and
b) BPG is in compliance with its “financial reporting obligations” (as defined in clause 20(5)
of Schedule 8 of the Regulations).
5 As at the date of this notice, BPG is in the process of negotiating a new data supply contract
which if successfully concluded, would:
a) move BPG from paying a percentage of earned revenue to a monthly fixed fee for the
data; and
b) give BPG access to a number of new datasets that may assist in the development of
new product features.
Docusign Envelope ID: F967630C-1861-43EA-8666-31685F1CC585

19234793_1 2
6 Negotiations are continuing and there is no certainty that the negotiations will result in a new
contract. Other than this, there is no further information that is “excluded information” as
defined in clause 20(5) of Schedule 8 to the FMC Regulations, other than that.
7 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@blackpearl.com
Docusign Envelope ID: F967630C-1861-43EA-8666-31685F1CC585

---

Corporate Action Notice
(Other than for a Distribution)
Updated January 2024
Page 1 of 3
Section 1: Issuer information (mandatory)
Name of issuer Black Pearl Group Limited
Class of Financial Product Ordinary Shares
NZX ticker code BPG
ISIN (If unknown, check on NZX
website)
NZBPGE0004S2
Name of Registry MUFG Pension & Market Services
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
X Renounceable
Rights issue or
Accelerated
Offer

Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue
Placement X
Record date 04/10/2024
Ex Date (one business day before the
Record Date)
03/10/2024
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
N
Details of approvals required N/A
Section 6: Share Purchase Plans/retail offer
Number of Equity Securities to be
issued
OR
Maximum dollar amount of Equity
Securities to be issued
Up to $2,000,000

Minimum application amount (if
any)
$500
Maximum application amount per
Equity Security holder
$50,000.
Subscription price per Equity
Security
$1.25

2 of 3
Scaling reference date
1
By reference to holdings at the Record Date
Closing date 5pm, 23/10/2024
Allotment date 31/10/2024
Section 7: Placement
Number of Equity Securities to be
issued
Up to 8,000,000 shares
Issue price per Equity Security $1.25
Maximum dollar amount of Equity
Securities to be issued
2

$10,000,000
Proposed issue date 11/10/2024
Existing holders eligible to
participate
3

Y
Related Parties eligible to
participate
4

Y
Basis upon which participation by
existing Equity Security holders will
be determined
To the extent that a shareholder wishes to invest more than
$50,000 in the Share Purchase Plan, or allotting shares to
a shareholder under the Share Purchase Plan would not
otherwise comply with NZX Listing Rule 4.3.1(c), such
shareholders will be able to participate in the Placement (as
per NZX Listing Rule 4.5.1). Any scaling will be completed
by reference to holdings at the Record Date.
Purpose(s) for which the Issuer is
issuing the Equity Securities
Funds raised will be used to:
• Further grow Pearl Diver and its customer base in the
US market through investment in product
development, marketing and account management.
BPG plans to expand its staff base from a total of 37
to circa 45 people in the next six months to support
anticipated customer growth.
• Provide the balance sheet flexibility to potentially
pursue small bolt-on product centric acquisitions
which would be additive to the Pearl Diver platform
and potentially assist with further annual ARPU
growth.

1
Scaling for a Share Purchase Plan must be determined as set out in the definition of “Share Purchase Plan” in the Listing Rules.
Retail offers may apply a different basis for scaling.

2

Where the issue price per Equity Security is not fixed, and the number of Equity Securities to be issued is not known, the Issuer
should instead indicate the maximum dollar amount of Equity Securities to be issued.
3
Issuers should answer Y if existing shareholders are eligible to participate even if their participation is subject to satisfaction of
eligibility criteria applying to the placement generally, such as the offer only being made to investors in certain jurisdictions or with a
certain status, such as wholesale, sophisticated or professional investors only.
4
Issuers should answer Y if there are no restrictions on participation by Related Parties as a result of their status as Related Parties
(i.e. restrictions on participation applying to the placement generally should be disregarded).

3 of 3
• Maintain a prudent cash buffer for balance sheet
management and working capital purposes as the
company transitions to profitability.
The Capital Raising is also intended to assist with further
broadening BPG’s investor base and share liquidity.
Reason for placement rather than a
pro-rata rights issue or an offer
under a Share Purchase Plan in
which the Issuer’s existing Equity
Security holders would have been
eligible to participate
A Share Purchase Plan is offered in conjunction with the
Placement. A non-pro rata offer is being undertaken with
a view to the offer providing the company an opportunity
to broaden its shareholder base and improve liquidity.
Equity Securities to be issued
subject to voluntary escrow
N
Number and class of Equity
Securities to be issued that will be
subject to voluntary escrow and the
date from which they will cease to
be escrowed
N/A
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed N
Name of Lead Manager(s) N/A
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
N/A
Underwritten N
Name of Underwriter(s) N/A
Extent of underwriting (i.e. amount
or proportion of the offer that is
underwritten)
N/A
Fees, commission or other
consideration payable to
Underwriter(s) for acting as
underwriter(s)
N/A
Summary of significant events that
could lead to the underwriting
being terminated
N/A
Section 9: Authority for this announcement (mandatory)
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 04/10/2024

---

Equity Raising Presentation
4 October 2024
f
1
V
V
.

«
.*
v
f
4
.V
\
»
/
blackpearl
f
.*
t
♦
».•
♦
t
r
#.
*.
V
;
i
■'
.;
*

T

•
:•
>
V*
<•
.
'•v-
I
:
a

.

'
-4'
i
I
•.
•>
a
vi
;
*.•
•f
4
4
4
••
V
i
/

•
*.
;:
i*
*
v
>
t
’
:
'
■>
V
:...
*
•.
V
I
♦
At

•

-
♦
I
I
;

Disclaimer
This presentation has been prepared by Black Pearl Group Limited (BPG). All information is current at the date of this presentation unless otherwise stated. All currency
amounts are in NZD unless otherwise stated.
The information in this presentation is for general information purposes only, and does not constitute, or contain, an offer or invitation for subscription, purchase, or
recommendation of securities in BPG for the purposes of the Financial Markets Conduct Act 2013 or otherwise, or constitute legal, financial, tax, financial product, or
investment advice. Any offer will be set out in a Placement Agreement or Share Purchase Plan offer booklet.
This presentation should be read in conjunction with, and is subject to BPG’s Financial Statements and Annual Report, market releases and information published on BPG’s
website www.blackpearl.com.
The information provided by BPG in this communication includes forward-looking statements and financial scenarios. These statements and scenarios are based on current
assumptions, expectations, projections, and other information available to the BPG. However, it is important to note that actualoutcomes may differ materially from these
statements and scenarios due to various factors beyond BPG's control. BPG does not guarantee the accuracy or completeness of these statements or scenarios.
Recipients of this information are cautioned not to place undue reliance on these forward-looking statements and scenarios, as the BPG cannot predict with certainty
what will ultimately transpire.
This presentation may include statements relating to past performance, which should not be regarded as a reliable indicator for future performance. This presentation may
include information from third parties believed to be reliable; however, no representations or warranties are made as to the accuracy or completeness of such information.
While reasonable care has been taken in compiling this presentation, none of BPG nor its subsidiaries, directors, employees, agents or advisors (to the maximum extent
permitted by law) gives any warranty or representation (express or implied) as to the accuracy, completeness or reliability of the information contained in it, nor takes any
responsibility for it. The information in this presentation has not been and will not be independently verified or audited.
No person is under any obligation to update this presentation at any time after its release to you or provide you with further information about BPG.
This presentation does not contain or disclose all information that may be required to evaluate BPG. This presentation may also be amended or supplemented at any time.
If an offer of BPG financial products is made in the future, prospective investors should conduct their own investigations, verifications and assessment of BPG, identify the
information that they require and engage their own professional advisers to advise them on it. This presentation alone shouldnot form the basis for such an investment
decision.
2

Contents
Introduction1.
Capital Raising2.
Market Opportunity3.
Value Proposition4.
3

Introduction
4
iS?
ap
*

#
*

>
'

*>'
V
*

fi
m
•L

•r

K

i.
”

.3*

•

\
^

r
■v*
»
f
>,
♦>
V
\
<
■

HI
A

/•
"♦
£jl
\

OUR PURPOSE
“We empower SMEs by transforming data into
revenue, bridging the gap in finding, analysing,
and acting on data to fuel growth in sales and
marketing.”
blackpearl#

Group Revenue Churn
4.0%
Monthly churn as at30 September 2024
Churn has increased 0.7 ppt YoY
Previously 3.4% as of 30 June 2024
$10.4m
As at30 September 2024
126% increase YoY
Annual Recurring Revenue
Fast growing data-driven SaaS business supporting prospect identification and marketing optimisation
for US SMBs to accelerate their revenue growth.
Black Pearl Group (BPG) is a market-leading data
technology company that utilises practical AI to create
SaaS sales and marketing solutions for US businesses.
Specifically engineered for small-medium sized businesses (SMBs), BPG’s
services deliver exceptional value to its customers by providing simple and
effective tools to identify potential customers, optimise marketing spend
and drive revenue growth.
Through Pearl Diver, BPG collects, enriches and analyses data through its
proprietary platform to generate actionable marketing insights on
prospective customers for its users. This is complemented by Black Pearl
Mail and NewOldStamp, solutions that increase email marketing
engagement through standardised branding and email signature
management.
Snapshot
Note
All amounts in this
presentation are stated in
NZD
6
BPG will be publishing quarterly updates in mid-October which will include BPG’s gross margin key metric. BPG anticipates the gross margin will be consistent with previous figures.
BPG announced on 19 August 2024, it had entered intoa $5 million revolving loan facility with the Bank of New Zealand. As at30 September 2024, $1.0 million of the facility has been drawn down.
Pearl Diver Annual ARPU
$11.4k
As of 30 September 2024
91% increase YoY

Enabling businesses to see the actual people
visiting their website, and how to contact them ...
7

... and immediately identifying their most
prospective customers
8

Tim Crown
Chairman (US based)
Nick Lissette
Chief Executive Officer
and Director
Hugo Fisher
Independent Director
JylleneMiller
Independent Director (US
based)
Mark Osborne
Independent Director
Karen Cargill
Chief Financial Officer
Sam Daish
Chief Technology Officer
Tori Colebourne
Chief Marketing Officer
Johnson Saju
Vice President of
Operations
LaurissaHollis
Vice President of Sales
1. As at30 September 2024, total staff numbers are 37 people, including Nick Lissette, but excluding other directors
A total of 37
1
staff, primarily across New Zealand and the US.
Board and management team
Board
Management
Team
9

Strong monthly ARR growth
Annual Recurring Revenue ($m)
The launch of Pearl Diver has accelerated total monthly ARR growth since March 2023.
ARR reached $10.4m in September 2024, up from
$4.6m (126%) in September 2023.
Pearl Diver, launched in March 2023, is the key driver of group ARR growth:
•Pearl Diver generated $8.1m of ARR in September 2024, up from approximately
$2.0m in September 2023 due to strong customer and annual ARPU growth
Regulatory and customer privacy changes has led to significant reduction in
availability and effectiveness of third-party cookies for SMB’s to directly collect client
data, creating a “tailwind” to support BPG’s growth
NewOldStampand Black Pearl Mail are strategic assets that are supporting Pearl
Diver’s growth:
•NewOldStampcontributed $1.3m of ARR in September 2024 (down 3% from
September 2023) with annual ARPU of around $500. It generates leads for Pearl
Diver
•Black Pearl Mail contributed ARR of $1.0m in September 2024 (down 21% from
September 2023) with annual ARPU of around $1.9k. Black Pearl Mail has been
integrated into Pearl Diver with existing customers grandfathered
10
ARR revenue growth
since September
2023 of 126%
-
2
4
6
8
10
12
Black Pearl MailNewOldStampPearl Diver

Pearl Diver –BPG’s core SaaS product
Launched in March 2023, Pearl Diver is achieving strong customer and ARPU growth.
Catalyst for BPG’s recent growth driving
substantial increases in customers and
annual ARPU.
In September 2024:
•Annual ARPU reached around $11.4k, reflecting changes to
customer pricing tiers and successful upselling
•Annual ARPU for new customers reached around $13.7k,
reflecting a ramp up in Tier Four and Tier Five Sales
•Total customers surpassed 700
Unit economics are highly attractive with strong gross margins:
•Scale economies and efficient business model with 37 staff
currently
•Further annual ARPU growth through product development
provides an opportunity for margin expansion
BPG deploys Pearl Diver to accelerate its own revenue growth –proving its product is compelling to drive both customer number and annual ARPU growth.
11
Pearl Diver customersPearl Diver annual ARPU ($000s)
-
100
200
300
400
500
600
700
800
-
2
4
6
8
10
12

Pearl Diver customer pricing tiers
As customers realize Pearl Diver's value, they're scaling up, driving annual ARPU growth to (currently) $11.4k
p.a.
1.Pricing tiers are converted from USD to NZD using an exchange rate of 1.64
2.APRU of $11.4k calculated atSeptember 2024 on an annualised basis
12
Tier One
$18,047$7,616
Tier Two
Tier Three
$59,040$35,778
Tier Four
$98,400
Tier Five

Investment highlights
A high growth AI data company addressing the large US SMB market.
•An affordable alternative to the
increasingly expensive and opaque paid
digital advertising providers
•Enables SMBs to collect data, identify
potential customers and optimise
marketing initiatives
•Applicable to all SMB sectors
Compelling value proposition
•Proprietary and highly scalable data
integration platform that utilises AI and
machine learning technology
•Provides opportunities to build and bring
add-on products to market at a low
marginal cost, driving future margin
expansion and annual ARPU growth
Scalable platform
•Pearl Diver is driving BPG’s accelerated
growth, contributing $8.1m of ARR in
September 2024 (19 months after its launch)
•Group ARR increased by 126% year on year
to $10.4m in September 2024 (of the total
group ARR for the year, 78% is attributed to
the Pearl Diver, reflecting strong customer
and annual ARPU growth)
Proven growth track record
•BPG has grown ARR 10x twice –$100k to $1
million (2021 to 2022) and $1 million to $10
million (2022 to 2024)
•Now targeting $20 million of ARR in 1-2
years with up to 2,000 customers and $100
million in ARR with up to 10,000 customers
within 3-5 years
Strong outlook
•Experienced and energised management
team with the experience and capabilities
to execute BPG’s growth strategy
•Highly experienced US based Chairman
providing strong guidance
Experienced team
•Sold into the large US SMB market
•SMBs need access to their own first-party
data, which is becoming more
challenging. BPG is a registered data
broker in key US states
US market opportunity
1
456
23
13

Capital Raising
14
blackpearl*
%
«
«
+
r
%
^ !
«
v' •___________________________ ^ ,v
.
%
m* ^ -
i-
V
It
...
e
:' J
1
•'■«“-
iy
* ,.
->
^*1
kft.Si
, ^
kg.^
' -.x.:
•%*•
«; ;
.►-.
• '.
■4
'V*
I
,5 " • ^ ' *5 J
■ ■ rv - _'! •
zf
V
1
r<.
. -1
?
* •+r
fa
f<±Z
b-
£
__
, ~ i

Raising capital to support accelerated
growth
BPG’s priority is to ensure it has the resources and capacity to capitalise on its recent achievements and to execute and accelerate its growth
strategy in the US market:
•BPG has grown ARR 10x twice –$100k to $1 million (2021 to 2022) and $1 million to $10 million (2022 to 2024)
•Currently targeting $20 million of ARR with up to 2,000 customers in next 1-2 years and $100 million in ARR with up to 10,000 customers within 3-5 years
Funds raised will be usedto:
•Further grow Pearl Diver and its customer base in the US market through investment in product development, marketing and accountmanagement. BPG
plans to expand its staff base from a total of 37 to circa 45 people in the next six months to support anticipated customer growth
•Provide the balance sheet flexibility to potentially pursue small bolt-on product centric acquisitions which would be additive to the Pearl Diver platform and
potentially assist with further annual ARPU growth
•Maintain a prudent cash buffer for balance sheet management and working capital purposes as the company transitions to profitability
The Capital Raising is also intended to assist with further broadening BPG’s investor base and share liquidity.
Despite being a high growth, US focused business, BPG intends to maintain its primary listing on the NZX, andis committed to remaining a New Zealand company
with its head office domiciled in New Zealand.
15

Offer details
Offer Size and
Structure
•$10 million equity raising, comprising:
•$8 million Placement; and
•$2 million Share Purchase Plan (SPP)
Placement Offer
Price
•The Placement Offer Price will be $1.25 per share
•The Placement Offer Price represents a discount of:
•10.7% to the last close of $1.40 per share on 3 October 2024; and
•8.8% to the 30-day VWAP of $1.37 per share starting on 23 August 2024
SPP Details
•BPG is offering an SPP of newly issued ordinary shares (with the ability to scale or accept over subscriptions at the Board's discretion) to
BPG’s eligible existing shareholders resident in New Zealand (up to a maximum of $50,000 per shareholder) under the SPP:
•The SPP will be priced at the lower of the Placement Offer Price or 5-day VWAP on NZX during the last five days of the SPP period
Ranking
•The new shares to be issued under both the Placement and SPP will on allotment rank equally in all respects with Black Pearl’s existing
ordinary shares
Financial Advisers
•Cameron Partners Limited is acting as financial advisor to BPG
•Neither the Placement or the SPP are underwritten
BPG and Cameron Partners reserve the right to vary the size of the placement based on the size, quality and price level of investor demand.
A Placement and Share Purchase Plan to raise up to $10 million
16

Timetable
Placement
Placement conducted under trading halt4 October 2024
Announce completion of placement and trading halt lifted on NZX 7 October 2024
Settlement, allotment and trading of placement shares on NZX commenceFriday, 11 October 2024
SPP
Record dateFriday, 4 October 2024
SPP opens and documentation sent to eligible shareholdersMonday, 7 October 2024
SPP closes5pm on Wednesday, 23 October 2024
SPP settlement, shares allotted and commencement of tradingThursday, 31 October 2024
Dates are subject to change at the discretion of BPG.
17

Market Opportunity
18
blackpearl*
%
«
«
+
r
%
^ !
«
v' •___________________________ ^ ,v
.
%
m* ^ -
i-
V
It
...
e
:' J
1
•'■«“-
iy
* ,.
->
^*1
kft.Si
, ^
kg.^
' -.x.:
•%*•
«; ;
.►-.
• '.
■4
'V*
I
,5 " • ^ ' *5 J
■ ■ rv - _'! •
zf
V
1
r<.
. -1
?
* •+r
fa
f<±Z
b-
£
__
, ~ i

Market opportunity
Data ownership for SMBs matters now more than ever.
It has become increasingly expensive for SMBs to acquire and manage customers
•Data and digital advertising is dominated by a handful of tech giants. These companies control vast amounts of
user data which they leverage to offer highly targeted, paid advertising services
•SMBs are often reliant on these companies for marketing and can struggle to generate an adequate return on
advertising spend when using these platforms (which are becoming increasingly expensive)
Recent regulatory changes and the planned reduction in the availability and effectiveness of third-
party cookies risk exacerbating these challenges
•Growing concerns around consumer privacy globally has resulted in new regulation aimed at enhancing the
transparency and control of data collection and use. In the US this has been enacted at the State level, led by
the California Consumer Privacy Act (CCPA) which came into effect in 2020. As at September 2024, 20 US states
have enacted similar comprehensive consumer data privacy laws
•Recent changes to third-party cookies are making effective marketing more challenging and less cost effective
for SMBs, particularly for retargeting –an essential strategy given that only c. 2.6% of website visitors complete a
purchase on their first visit
To continue to make informed decisions and compete effectively in the digital landscape, SMBs
require affordable solutions that provide access to their own first-party data
Google
Facebook
Amazon
Chinese Providers (Tik Tok, Baidu, Tecent, JD)
Microsoft
Apple
Others (including Snapchat, X (Twitter), Pinterest)
Estimated digital advertising market share:
1
1. Digital advertising market share of major companies worldwide 2023, published by Statista Research Department, May 22, 2024
19

BPG’s solution
Highly credible and affordable alternative to third-party cookies, compliant with the CCPA.
Enables customers to capture first-party data, in a manner compliant with applicable data privacy laws
•Users of BPG collect first party data from their prospective customers (e.g. via email and website interactions) in a manner which is compliant with the CCPA
and other similar privacy laws
•BPG is a registered data broker in all four US states where registration is currently required (California, Oregon, Vermont and Texas)
1
Cleanses, analyses and enriches customer data, turning it into actionable marketing insights by Pearl Diver
•BPG enriches this data through proprietary technology and access to data sources to establish detailed profiles of potential customers
•Actionable insights on potential customers are generated to legitimately drive marketing actions, enabling users to optimise marketing spend and drive
revenue growth
•Users retain visibility of end-customer data compared to third-party data aggregators and advertising providers (which are increasingly expensive and
opaque)
Empowering SMBs to make informed decisions based on their own first-party data
•As BPG continues to innovate and expand its product portfolio, and the number of US states adopting more comprehensive consumer data privacy laws
grows, it has a goal to capture a significant share of the SMB market and drive sustainable growth
1. Required under the CCPA, Oregon Consumer Privacy Act, Vermont Data Privacy Act, and the Texas Data Privacy and Security Act
20

Target users
BPG targets US B2B and B2C SMBs across a diverse range of industries.
BPG’s primary focus is on serving the US SMB sector, with a particular
emphasis on “solopreneurs” and small businesses (approximately 26.5
million businesses). Within this market, BPG targets both B2B and B2C
businesses across all industries.
This segment presents a compelling opportunity as BPG currently
believes these businesses often struggle with the cost-effectiveness of
traditional digital advertising methods. When businesses invest in tools
that help them build their data assets, it helps businesses optimise their
marketing spend.
BPG is also currently extending its reach into the medium sized
businesses (approximately 5.5 million businesses) by targeting new
customers who will increasingly need to transition away from relying on
third-party data in response to regulatory changes and the phasing out
of third-party cookies.
~26.5m
Solopreneurs and small businesses in the US
1
~5.5m
Medium sized businesses in the US
1
Solopreneurs & small businesses
Target customers
•Requires a website as a store
front but generates minimal
revenue from it
•Want simple ways to increase
lead volume for outreach
Medium sized businesses
•Struggling to meet cost and
return from digital advertising
•Need to migrate from third party
to first party data
Target customers
1.US census data sourced from Census.gov.
21

Data
analytics
Email
marketing
Email
signatures
Customer
relationship
management
Marketing
automation
Customer
analytics
Predictive
analytics
Other market participants
BPG is distinct in the marketplace as a SMB focused data technology company.
BPG is currently not aware of any direct competitors
targeting the SMB market with the same data
enrichment techniques and analytical capabilities. As
such, BPG has a significant opportunity to establish itself
as the leader in this currently unaddressed market
segment, with a position protected by proprietary data
and the Blackpearl’sdata integration platform.
Individual aspects of BPG’s solutions overlap with other
products in the market, leading to some competition:
•Pearl Diver is designed for SMBs and deals with both
B2B and B2C data. In that specific niche, BPG
competes against other prospect identification
platforms
•NewOldStamphas historically competed against
other email signature solutions. BPG predominately
uses NewOldStampas a lead capture mechanism,
and does not aggressively compete in this market
Applications
Other prospect
identification platforms
Other email signature
managers
Selected BPG competition across its various applications (not exhaustive,
excludes large technology companies and CRM focussed companies)
22

Value Proposition
23
iS?
ap
*

#
*

>
'

*>'
V
*

fi
m
•L

•r

K

i.
”

.3*

•

\
^

r
■v*
»
f
>,
♦>
V
\
<
■

HI
A

/•
"♦
£jl
\

BPG finds and analyses data for its customers to create actionable insights through its proprietary platform
•It provides a suite of productivity and demand generation applications for SMBs, predominantly in the US, to market to their owncustomers
BPG enables its clients to market to their customers more effectively and efficiently, to assist them to drive and acceleraterevenue growth,
including:
•Affordably increasing revenue
•Optimising marketing spend
•Increasing user value proposition and price points
•Improving cost-to-revenue ratios
•Reducing churn
Time and money are typically the scarcest resource of any business –BPG enables its customers to transition from relying on third party digital
advertising to harnessing the power of its own first party data.
Over the past year, BPG has seen how Pearl Diver can change the way businesses understand and digitally engage with their customers.
AI-empowered prospect identification
BPG collects, enriches and analyses data to generate actionable insights and accelerate
user revenue growth.
24

Over the last 10 years BPG has invested over $25 million in
developing and refining its proprietary AI and machine learning
empowered data collection, enrichment and analysis platform.
This underpins BPG’s core products and solutions (Pearl Diver and
Black Pearl Mail). Data collected from user interactions (e.g.
website visits, interactions and databases) is matched and
enriched with further data (including demographics) from third
party sources to create detailed prospective customer profiles
(including contact details) and actionable marketing insights
with embedded AI and machine learning technology.
BPG is in the process of negotiating a new data supply contract
which would include third party data source information.
The sophistication and flexibility of BPG’s data integration
platform enables BPG to rapidly build and bring to market new
products and features –a source of annual ARPU growth and a
key advantage in an increasingly AI driven world.
Data integration platform
Core technology developed over 10 years with over $25m of investment.
25
BPG’s data integration platform

BPG’s initial product lineup focused on email branding and
signature management for daily business emails. The data
generated from processing billions of emails was leveraged
to support the development of its proprietary data
integration platform and to generate actionable marketing
insights.
In March 2023, a new web-based data set was acquired. This
was integrated into BPG’s dataintegration platform to launch
Pearl Diver.
NewOldStampwas acquired in November 2022 for its
customer base and marketing assets. It has over 1 million
annual site visits and strong market presence and provides
lead generation for Pearl Diver.
An internally developed platform with embedded AI
technology, augmented by bolt-on product acquisitions has
been an effective strategy.
Prospect identification platform used to
identify anonymous website traffic with
demographic overlays to generate
actionable marketing insights
Launched in March 2023
Current core offering
Centralised email branding and content
management with analytics to optimise
the effectiveness of email marketing
campaigns
Original product
Fully integrated into Pearl Diver with
existing customers grandfathered
SaaS platform that streamlines email
signature management. Primarily used
as a lead capture mechanism for cross-
selling
Acquired in 2022
Not actively marketed, but has a strong
in-market presence
Product suite
Innovative software products delivered through proprietary technology.
BPG’s core offering bundled and sold under Pearl Diver
26

How Pearl Diver works
Pearl Diver is the Group’s key software solution to deliver actionable marketing insights.
Pearl Diver is a potential antidote to blind pay-to-play marketing by providing a Prospect Identification Platform that transforms anonymous engagement into
actionable opportunities through finding, analysing and actioning data.
Users can see in real time who is on their website, and how to contact them –enabling them to take direct action with live opportunities or retarget them through
marketing campaigns –helping to increase revenue and optimise marketing spend.
?
Your SiteUnknown UserPearl Diver1st Party IdentifiersPearl Diver
Identify dataAnalyse dataAction data
27

Website traffic from ~1m organic site
visits to NewOldStampis collected,
enriched and analysedagainst BPG’s
living database of 300m records to
build an ideal customer profile list
The ideal customer profile
list is based upon
firmographic and
demographic parameters
Prospects that match the
ideal customer profile list
are targeted via paid
advertising
Paid advertising generates
booked product demos
Product demos convert to
customers, driving ARR
growth
Direct sales model
BPG’s direct sales model leverages Pearl Diver to drive its own customer growth, requiring limited sales and
marketing investment.
28

Pearl Diver customer certification
Pearl Diver has achieved a 5.0/5.0 average customer review score on g2
1
.
1. g2 is an online peer-to-peer review website with a focus on aggregating user reviews for business software
29

Pearl Diver is an industry agnostic
marketing optimisation solution for SMBs.
Its diverse customer base spans a wide
range of B2B and B2C industries ranging
from professional services to retail.
In line with BPG’s strategy, the majority of
these customers are currently US based.
Customer demographics
Pearl Diver appeals to customers across a wide range of industries.
Pearl Diver customers by industry
Marketing / Sales; 17%
IT / Software; 10%
Retail; 10%
Finance / Insurance; 8%
Construction / Trades; 7%
Health care; 7%
Professional services; 6%
Real Estate; 6%
Hospitality /
Entertainment; 5%
Consulting; 3%
Fitness / Lifestyle; 4%
Legal; 3%
Transport / Logistics; 2%
Recruiting; 1%
Other; 11%
Source: BPG management estimates
30

Growth strategy and outlook
Targeting $20 million of ARR with up to 2,000 customers in the next 1-2 years and $100 million ARR with up to
10,000 customers in 3-5 years.
After growing ARR 10x twice, $100k to $1 million (2021 to 2022) and $1
million to $10 million (2022 to 2024), BPG is targeting a further 10x revenue
growth milestone.
BPG currently aims to leverage its proven and scalable business model to
reach:
•$20 million of ARR with up to 2,000 customers in the next 1-2 years
•Monthly cash flow break-even during calendar year 2025
•$100 million of ARR with up to 10,000 customers in the next 3-5 years
To accomplish this, BPG is investing in enhancing Pearl Diver’s offering and
capability so that it can become a leading first-party data driven prospect
management and analytical platform for SMBs. This will continue to help
businesses manage customer data and optimise their marketing efforts,
driving growth. Further product investment will potentially be coupled with
increased go-to-market investment and partnerships.
Expanding Pearl Diver’s reach
Winning new SMB customers and extending its focus to include
larger higher value SMBs that increasingly need to transition to first-
party data collection with increased marketing investment
Potential bolt-on product acquisitions
Executing potential M&A opportunities, including acquiring and
integrating strategic technology assets and complementary
products into Pearl Diver to further enhance capability and ARPU
New features and applications
Investing in the development of new solutions, leveraging BPG’s
data integration platform’s component-based code library to drive
annual ARPU growth and margin expansion
Key growth levers
31

Appendix
32
blackpearl*
%
«
«
+
r
%
^ !
«
v' •___________________________ ^ ,v
.
%
m* ^ -
i-
V
It
...
e
:' J
1
•'■«“-
iy
* ,.
->
^*1
kft.Si
, ^
kg.^
' -.x.:
•%*•
«; ;
.►-.
• '.
■4
'V*
I
,5 " • ^ ' *5 J
■ ■ rv - _'! •
zf
V
1
r<.
. -1
?
* •+r
fa
f<±Z
b-
£
__
, ~ i

Current shareholders
The Capital Raising is also intended to assist with further broadening BPG’s investor base and share liquidity.
Warrants: On 24 November 2022, BPG issued 2,500,000 Warrants to Crown BP Holdings LLC,
an entity associated with BPG Chairman, Tim Crown as consideration for advancing a low-
interest $2.4 million loan to BPG.
2
Subsequently, Crown BP Holdings LLC transferred some of
the warrants to other shareholders. Each warrant entitles the holder to purchase one share
at an exercise price of $0.01. The Warrants can be exercised from 24 May 2023 and will
expire on 24 May 2028. 180,000 warrants have been exercised as at30 September 2024,
with 2,320,000 warrants remaining outstanding.
Restricted Shares: As at30 September BPG had 2,789,336 “Restricted Shares” outstanding,
with different terms of issue for the Key Personnel Restricted Share Unit (RSU) Plan and other
Restricted Shares. These are:
•2,489,908 RSUs issued to key personnel on 17 June 2024 as part of the Key Personnel RSU
Plan; and
•299,428 Restricted Shares issued to directors as part of their remuneration package.
These convert to ordinary shares if the directors fulfil certain tenure obligations and are
not transferable.
Pre-Listing Share Rights Scheme: Under the Pre-Listing Share Rights Scheme, some current
and former employees and independent contractors were granted rights to Shares. Once
vested, these share rights are held in trust for the relevant individual until the individual
requests in writing that the Share is issued or transferred to them, or BPG notifies them in
writing that the Share will be issued or transferred to them. Once vested, each share right
can be exercised for one ordinary Share. The exercise price is nil per Share and the share
rights have no expiry date. As at30 September 2024 there were 767,734 share rights
outstanding (21,852 unvested and 745,882 held on trust).
1.Fully diluted shareholding is calculated assuming that all Restricted Shares vest, all Warrants are exercised, and all Pre-Listing Share Rights vest and are exercised.
2.On 6 September 2023, BPG issued 3,839,788 Shares to Crown BP Holdings LLC 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.
33
Shareholder
Shares
outstanding
Shares
outstanding
%
Restricted
shares
Warrants
Pre-Listing
Share Rights
Scheme
Fully diluted
shareholding
1
Fully diluted
shareholding
%
1Crown BP Holdings LLC7,104,19813.30%-1,787,629-8,891,82715.00%
2
New Zealand
Depository Nominee
4,406,6128.25%---4,406,6127.43%
3
New Zealand Central
Securities
4,320,7648.09%-200,000-4,520,7647.63%
4VTPE Investments LLC4,130,0287.73%---4,130,0286.97%
5Nicholas Lissette2,496,9554.68%---2,496,9554.21%
6Sir Owen George Glenn2,403,7204.50%---2,403,7204.06%
7
Allan Smith & Neil
Welch
1,798,1453.37%---1,798,1453.03%
8
Vance Murdoch &
Karen Murdoch
1,509,6442.83%---1,509,6442.55%
9Neil Andrew Richardson958,9141.80%-20,000-978,9141.65%
10
JBWERE (NZ) Nominees
Limited
913,8821.71%---913,8821.54%
Key Personnel RSU plan--2,489,908--2,489,9084.20%
Pre-listing Share Rights
Scheme
----767,734767,7341.30%
Other shareholders23,355,50443.74%299,428312,371-23,967,30340.43%
Total53,398,366100.00%2,789,3362,320,000767,73459,275,436100.00%
Fully diluted capitalisation table as at30 September 2024

Key risks
AlthoughBPGhasmitigatingstrategiesandstepsinplaceforpotentialrisks,thissectionsetsoutsomeofthekeyrisksthatBPGhasidentified.Likeanyinvestment,therearerisks
associatedwithaninvestmentinBPGshares.Thissectiondoesnot(anddoesnotpurportto)identifyalloftherisksrelatedtotheequityraise,thefutureoperatingandfinancial
performanceofBPG,aninvestmentinBPGshares,orgeneralmarket,industry,regulatoryorlegalrisksapplyingtoBPGoranyofitssubsidiaries.Somerisksmaybeunknownandother
risks,thatarecurrentlyconsideredtobeimmaterial,couldturnouttobematerial.
BeforedecidingwhethertoinvestinBPGshares,youmustmakeyourownassessmentoftherisksassociatedwiththeinvestmentinBPGandconsiderwhethersuchaninvestmentis
suitableforyou,havingregardtopubliclyavailableinformation(includingpreviousNZXdisclosures,includingthemostrecentAnnualReport),yourcircumstances,andfollowing
consultationwithyourfinancialadviserandotherprofessionaladvisers.
BPGconsidersthemostsignificantrisksassociatedwithBPGanditsproductsinclude:
•Dependence on third party service providers: BPG’s products use data from third party service providers to enrich BPG’s data and/or integrate with third party service provider
platforms, such as Google and Microsoft. Third party data providers could fail to perform their obligations in a way that impacts BPG’s access to data, which in turn could materially
(or temporarily) impact on the features, functionality and quality of service of BPG’s products. Other third partyservice providers (such as Google or Microsoft) could change their
platforms or systems in a way that could require BPG to update its products.
•Security breaches and unauthorised access to data: BPG’s products and services involve the processing, cloud hosting and storage of information, including personal and
organisational information. There is a risk that security breaches and incidents could result in a temporary inability to accessthe products’ features or potential enforcement action
and monetary fines from data protection authorities, litigation by customers, termination of customer contracts and potentialindemnity obligations
•Regulatory risk associated with adverse changes to privacy and data protection laws: BPG has employees and customers across the globe, with its primary customer base for the
Pearl Diver product in the United States. BPG is impacted by, and subject to, laws and regulations across multiple States andjurisdictions. BPG’s practices, policies and procedures are
designed to comply with current laws and regulations in all States in the United States and jurisdictions that BPG operates in. There remains a risk that adverse changes to regulatory
requirements could arise, including, for example, in relation to privacy and data protection laws. If that occurred, BPG would need to adjust its way of doing business, or update
existing controls and measures, in certain jurisdictions or States to comply with regulatory or legal changes to prevent BPG from contravening such laws and regulations
•Strategic acquisition risk: BPG has acquired one business to date and will continue to seek strategic bolt-on product acquisition opportunities, to build technological capabilities and
complementary products. There is a risk that acquisitions do not produce the forecasted revenue benefits or cost synergies. BPG’s performance is dependent on the efficient
allocation of capital into initiatives that generate positive returns. A non-performing acquisition may result in the partial orcomplete write-off of the capital invested.
•Inability to protect intellectual property rights: BPG is a software business with a large proportion of its assets, and value attributed in its intellectual property includingsoftware code,
business processes, know-how, copyright and trade marks. BPG ensures adequate protection of its intellectual property. However, there remains a risk of protection in international
jurisdictions or that BPG’s intellectual property may be obtained, misused or disclosed to third parties. In such instances thismay adversely effectBPG’s competitive position in the
market
•Errors, failures, defects, or bugs: With constant updating of software, there is a risk that undetected errors, defects, failures, or bugs may occur in BPG’s products that make them
unsuitable for the designed purpose. Should such errors, defects or bugs be present this could disrupt business operations, requiring BPG to spend resources to investigate or correct
the errors. BPG may suffer reputational damage from unsatisfied customers
34

International Offer Restrictions
This document does not constitute an offer of new ordinary shares (New Shares) of Black Pearl Group Limited in any jurisdiction in which it
would be unlawful. In particular, the New Shares, may not be offered or sold in any country outside New Zealand.
Not for distribution outside of New Zealand
This document may not be distributed to any person, and New Shares may not be offered or sold, in any country outside New Zealand. Any
failure to comply with such restriction may violate applicable securities laws. BPG, any person named in this presentation orany of their
affiliates do not accept, and shall have no, liability to any person in relation to the distribution or possession of this presentation in any
jurisdiction outside New Zealand.
Not for distribution in the United States
This presentation is not for distribution or release in the United States. This presentation does not constitute an offer to sell, or the solicitation of
an offer to buy, any securities in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of
1933, as amended, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or soldin the United
States except in transactions exempt from, or not subject to, registration under the US Securities Act of 1933, as amended, and applicable
United States state securities laws.
Foreign selling restrictions
35

Glossary of key terms
TermDefinition
AIArtificial Intelligence
ARPUAverage Revenue Per User
ARRAnnual Recurring Revenue
B2BBusiness-to-business
B2CBusiness-to-consumer
BPG or Black PearlBlack Pearl Group Limited
CCPACalifornia Consumer Privacy Act
CRMCustomer Relationship Management
IFRSInternational Financial Reporting Standards
p.a.Per annum
RSUsMeans the restricted shares in the capital of Black Pearl Group Limited described on page 33
SaaSSoftware as a Service
SharesOrdinary shares in Black Pearl Group Limited
SMBSmall and medium-sized enterprises
US or USAUnited States of America
VWAPVolume-Weighted Average Price
WarrantsMeans 2,500,000 warrants issued by Black Pearl Group to Crown BP Holdings, LLC described on page 33
36

‘Ad Astra’ –to the stars
37
• T'
*•
1
*
,#
K
\
• *
■s
.1
}
s
A
«%
•*
».»
.f
t
<
.
fc
.*
N
A
•»
f
*
I#
. V
\
*
1
r
!
#i
.*
X
\v
»
♦
■\* t
%
1
V
l;
. •
blackpearl
»
?.
*.
♦
;
*.•
*
•r
4
A
r:n
• i
«
V
*.
::
*
s
4
«•
;
1 • : .. v
:
'
. •
:
*
• <
•>
•.
:?
«,»
«
f
♦
7
#
i
t