Placement Upsized and Opening of Share Purchase Plan

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Black Pearl Group Limited



SHARE PURCHASE PLAN

OFFER DOCUMENT

7 October 2024



This is an important document. You should read the whole document before deciding whether to
subscribe for shares. If you have any doubts about what to do, please consult your financial or legal
adviser.

Apply online at https://blackpearl.capitalraise.co.nz by 5:00pm (New Zealand time) on 23 October 2024.




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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General Information
This Offer Document has been prepared by Black Pearl Group Limited (Blackpearl or BPG) in connection
with an offer of new shares in BPG under a share purchase plan.
The SPP 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 SPP or Blackpearl.
All dollar amounts referenced in this Offer Document are in New Zealand dollars.
Additional information available under BPG’s continuous disclosure obligations
Blackpearl is subject to continuous disclosure obligations under the NZX Listing Rules. You can find
market releases by Blackpearl at www.nzx.com under the ticker code “BPG”. This includes BPG’s current
investor presentation and most recent annual report.
Blackpearl 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 to the market
via the NZX Market Announcement Platform will permit an applicant to withdraw any previously submitted
application without Blackpearl’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.
SPP 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 disclaims all liability
to such persons.
Changes to the offer
Subject to the NZX Listing Rules, Blackpearl reserves the right to alter the dates set out in this Offer
Document.
Additionally, Blackpearl reserves the right to withdraw all or any part of the SPP (either generally or in
particular cases) and the issue of the new Shares at any time before the Allotment Date at its absolute
discretion.

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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 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
or the Registry at the addresses set out in the directory of this Offer Document.
Blackpearl 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.
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 SPP 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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Dear Shareholders,


Black Pearl Group (Blackpearl) has now passed a significant SaaS milestone - $10 million in annual
recurring revenue (ARR) as at 30 September 2024.

However, in my opinion that wasn’t the most important number to celebrate for Q2 FY25. What I was
happiest to see was the increase in our average new ARR increasing by 48% from $801k per month in
Q1 FY25 to $1.2m per month in Q2 FY25.

This velocity is important because it shows that our ramp to $20 million ARR (targeted within 12-24
months) is well underway. We have been putting our BNZ growth facility to good use. More detail on
Q2’s success is available in our investor presentation which is available to view here. We will release
our usual quarterly update on 14 October 2024.

Since announcing the BNZ growth facility we have seen a significant improvement in liquidity coupled
with improved (albeit volatile) share price performance. This increase in market capitalisation has
afforded us the opportunity to explore securing growth capital through an equity issue. There are
important reasons why the Board believes we should take this opportunity:

• We can introduce new institutional, family office and other sophisticated investors to our share
register.
• We would have growth capital available to act on acquisition opportunities to further accelerate
beyond just organic growth.
• We could invest to stay in lock-step with the artificial intelligence revolution. The opportunities
for early adopters of this technology are incalculable in value.

Of course, the flip side to raising equity is dilution. As the Founder of BPG, who started with a 100%
holding, I know how dilution feels better than most. This is about us all having a piece of a much bigger
pie. This is about building significant long-term shareholder value. Of course, loyalty is everything and
as such we are also offering existing shareholders the opportunity to participate in the raise via this
share purchase plan.

So, there is much to celebrate. We are hitting our growth targets, increasing growth velocity and have
secured high calibre investment support - all while there are ‘challenging economic headwinds’. Then
again Blackpearl has been born and raised in Wellington, we don’t care about the wind.

Onwards to $20 million ARR and beyond. Ad Astra.


Kind regards,

Nick Lissette
Chief Executive Officer, Executive Director

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Purpose of the SPP

Blackpearl is undertaking this capital raise to fund its rapid growth. The funds raised under this SPP 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. Blackpearl 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 revenue per user growth; and

• maintain a prudent cash buffer for balance sheet management and working capital purposes as
the company transitions to profitability.

Our recent presentation is available on the NZX under the ticker code “BPG” and available to view here
for further information.


There is a risk to Eligible Shareholders that the market price for Shares may change between the Record
Date, the date that you apply for Shares under this SPP and the Allotment Date. A change in market price
during this period will not affect the Issue Price. The Issue Price may be greater or less than the market
price of the Shares at the time of the allotment of New Shares to you.

If the market price of Shares falls below the Issue Price then an investor in this SPP may experience a
fall in value of their New Shares after they are allotted. Alternatively, if the market price of Shares rises
above the Issue Price then such investors may experience a capital gain from the New Shares after they
are allotted.


How Eligible Shareholders can Participate in this SPP

Eligible Shareholders have the following options under this SPP under each of the subscription options:

➢ Full Application: Subscribe for NZ$50,000 of Shares at an Issue Price that is the lower of the
Placement Offer Price or 5-day VWAP on NZX during the last five days of the SPP period.

➢ Specified Application: Subscribe for any amount up to NZ$50,000 of Shares that is the lower of
the Placement Offer Price or 5-day VWAP on NZX during the last five days of the SPP period.

➢ Minimum Application: Subscribe for the minimum application amount of NZ$500.

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

Purpose of the SPP
WARNING

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1.6 million Shares are available under this SPP. If Applications exceed the Shares available under this
SPP, Applications will be scaled back. Further information on the scaling provisions can be found in the
Terms and Conditions of this Offer Document.


SPP TIMETABLE



TERMS AND CONDITIONS

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

1. Eligible Shareholders
1.1 You may participate in this SPP only if you are an Eligible Shareholder. An Eligible Shareholder
is a person who, at 5.00pm on the Record Date, was recorded in Blackpearl’s share register as
being a registered holder of Shares and is resident in New Zealand.
1.2 Joint holders of Shares are taken to be a single registered holder of Shares for the purposes
of determining whether they are an Eligible Shareholder and the certification on the
Application Form is taken to have been given by all of them.
1.3 If you are an Eligible Shareholder, your right to participate in this SPP is personal to you and
non-renounceable.
2. Issue Price and Shares
2.1 The Issue Price for Shares under this SPP is the lower of the Placement Offer Price or 5-day
VWAP on NZX during the last five days of the SPP period.
2.2 If you are an Eligible Shareholder you have the options available to participate or not
participate in this SPP as are outlined on page 3 of this Offer Booklet (under the heading “How
Eligible Shareholders can Participate in this SPP”).
2.3 Any fractional Shares allocated under the SPP will be rounded down to the nearest whole
number of Shares.
2.4 Blackpearl has limited the number of Shares available under this SPP to 1.6 million Shares,
having an aggregate value of $2,000,000 at the Allotment Date.
2.5 Any Shares issued are issued in accordance with NZX Listing Rule 4.3.1(c).
Event Date
Record Date Friday 4 October 2024 (5pm)
SPP opens and Offer Document sent to Eligible Shareholders and
NZX
Monday 7 October 2024
Closing Date for SPP Wednesday 23 October 2024 (5pm)
Settlement and allotment of Shares under the SPP Thursday 31 October 2024
Holding statements sent to Applicants
Within five business days of 31 October
2024

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3. Scaling
3.1 Without limiting Blackpearl’s absolute discretion, if there are insufficient Shares available to
satisfy all Eligible Shareholder applications, Eligible Shareholders will be scaled back by
reference to each Eligible Shareholder’s shareholding in Blackpearl on the Record Date.
3.2 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 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 by reason only of being a bare trustee of a trust to which
the Shares are subject,
is a custodian (Custodian) under this SPP.
4.2 Custodians may apply to purchase more than $50,000 of Shares under this SPP 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 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;
(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 Eligible Shareholder for Shares under
this SPP, and no other Custodian is submitting an application under the SPP for that
beneficial owner.
5. Completing the Application Form and Paying for Shares
5.1 If you wish to participate in this SPP, 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.

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5.2 Alternatively, a physical application form can be requested from Blackpearl’s share registry,
MUFG Corporate Markets (formerly known as 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 the Closing Date,
Wednesday 23 October 2024. Application Forms received after that date will be accepted only
at Blackpearl’s discretion.
5.5 Subject to applicable law or regulation the Board of Blackpearl may, at its sole discretion, extend
or bring forward the Closing Date. Any such change will be communicated to shareholders
through Blackpearl making a market announcement to NZX.
6. Blackpearl’s Discretion to Accept or Reject Applications
6.1 Blackpearl has discretion to accept or reject your application to purchase Shares under this
SPP, including (without limitation) if:
(a) your Application Form is incorrectly completed, incomplete or otherwise determined
by Blackpearl to be invalid;
(b) your application to purchase Shares is below the minimum application amount of
NZ$500;
(c) the application monies received is not for the exact amount of the parcel that you have
selected on the Application Form;
(d) your Application Form is received after the Closing Date. While Blackpearl has
discretion to accept late Application Forms and payment, there is no assurance that it
will do so; or
(e) Blackpearl considers that your application does not comply with these Terms and
Conditions.
6.2 Where Blackpearl rejects an application under these Terms and Conditions, any application
monies received in respect of the rejected application will be refunded to the 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 SPP 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 Eligible Shareholders only will be accepted;
(c) you agree to be bound by the constitution of Blackpearl;
(d) you authorise Blackpearl (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;

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(e) you acknowledge that Blackpearl 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, 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 SPP 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 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 SPP 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 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 SPP 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
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 by contacting Blackpearl (see the Company Directory for details), or you may
download these reports from the Blackpearl website at https://www.blackpearl.com/investor-
centre/
10. Amendments to the SPP and Waiver of Compliance
10.1 Notwithstanding any other term or condition of this SPP and/or the Application Form, Blackpearl
may, at its discretion:
(a) make non-material modifications to this SPP or these Terms and Conditions (in which
applications for Shares under this SPP 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 SPP at any time prior to the allotment of the Shares under
this SPP. If this SPP is terminated, application monies will be refunded to applicants

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within 10 Business Days of the SPP being withdrawn. No interest will be paid on
refunded monies.
10.2 Subject to law and the NZX Listing Rules, Blackpearl reserves the right to waive compliance
with any provision of these Terms and Conditions. If Blackpearl waives compliance with any
provision of these Terms and Conditions, such waiver will apply to all Eligible Shareholders.
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 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’s decision will be final and binding.
13. Inconsistency
13.1 Unless otherwise determined by the Directors, in the event of any inconsistency between these
Terms and Conditions and Blackpearl’s constitution, Blackpearl’s constitution shall prevail.

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Allotment Date 31 October 2024.
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 SPP for the application for Shares in
accordance with the Terms and Conditions.
Blackpearl or BPG Black Pearl Group Limited (New Zealand Company Number: 4064918).
Board The board of directors of Blackpearl.
Business Day Has the meaning given to it in the NZX Listing Rules.
Closing Date 5pm on Wednesday 23 October 2024.
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.
Eligible Shareholder A person who, at 5.00pm on the Record Date, was recorded in Blackpearl’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 SPP being the lower of
the Placement Offer Price or 5-day VWAP on NZX during the last five days of the
SPP period.
NZX NZX Limited.
NZX Listing Rules The listing rules of the NZX dated 24 July 2024 (as updated or amended from time to
time).
Offer Document This document containing the SPP to Eligible Shareholders.
Opening Date Monday 7 October 2024.
Placement Offer Price $1.25.
Record Date 5pm on Friday 4 October 2024.
Registry Blackpearl’s share registry, MUFG Corporate Markets.
Shares Ordinary shares of Blackpearl which are, or once allotted under this SPP will be,
quoted on NZX Main Board under the code “BPG”.
SPP Share Purchase Plan offer to Applicants at the Issue Price.
Terms and Conditions The terms and conditions of the SPP in this Offer Document
VWAP Volume weighted average price.

GLOSSARY

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COMPANY 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
MUFG Corporate Markets (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


Financial Advisors
Cameron Partners Limited
Level 12, ANZ Centre
171 Featherston Street
Wellington 6011

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BLACKPEARL GROUP | Market Announcement
7 October 2024
Placement Upsized Following Strong Demand and
Opening of Share Purchase Plan
Placement Results
Black Pearl Group Limited (NZX:BPG) is pleased to advise that it has successfully completed its
off-market placement to new and existing investors as announced to the market on 4 October
2024 (Placement).
The Placement was oversubscribed, resulting in BPG increasing the size of the Placement to
$10.5 million at an issue price of $1.25 per share (Placement Offer Price).
BPG received strong demand from leading New Zealand institutions, family offices, brokers and
other investors. The Placement was oversubscribed at the upsized Placement amount of $10.5
million.
The Placement shares are scheduled to be allotted on Friday, 11 October 2024 (or as otherwise
agreed) with trading of the new shares commencing on the NZX the same day. The shares
issued under the Placement will rank equally and be of the same class as the ordinary shares
quoted on the NZX Main Board.
As announced on 4 October 2024, BPG is also undertaking a $2.0 million share purchase plan
(SPP). Therefore, BPG will raise up to $12.5 million in total.
BPG’s CEO Nick Lissette commented:
“We are pleased with the strong response from investors. The capital raising will provide
additional capital to support our growth, along with broadening our investor base and
enhancing liquidity in Blackpearl shares. We are pleased to offer an SPP to all existing
shareholders to enable them to participate on the same terms.”
SPP Opens
BPG also announces today the opening of the share purchase plan (SPP). Please refer to the
investor presentation here for further information and the SPP Offer Document attached to this
announcement for the SPP terms and conditions.
There are 1.6 million shares available under the SPP, having an aggregate value of
approximately $2 million.

BLACKPEARL GROUP | Market Announcement
All existing shareholders who, at 5pm on the Record Date of Friday, 4 October 2024 (Record
Date), are recorded in BPG’s share register as registered holders of shares and residing in New
Zealand (Eligible Investors) are able to apply for a minimum of NZ$500 and up to NZ$50,000 at
a price that is the lower of the Placement Offer Price or the 5-day VWAP on NZX during the last
five days of the SPP period.
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 dates of the SPP are as follows:
Event Date
Record Date
Friday, 4 October 2024 (5pm)
SPP opens and Offer Document sent to
Eligible Shareholders and NZX
Monday, 7 October 2024
Closing Date for SPP
Wednesday, 23 October 2024 (5pm)
Settlement and allotment of Shares under
the SPP
Thursday, 31 October 2024
Holding statements sent to Applicants Within five business days of 31 October 2024
BPG encourages Eligible Investors who wish to participate in the SPP to apply online at
https://blackpearl.capitalraise.co.nz by 5pm on Wednesday, 23 October 2024.
Alternatively, a physical application form can be requested from BPG’s share registry, MUFG
Corporate Markets (formerly known as Link Market Services), at
applications@linkmarketservices.co.nz.
Subject to applicable law or regulation the Board of BPG may, at its sole discretion, extend or
bring forward the Closing Date. Any such change will be communicated to shareholders through
BPG making a market announcement to NZX.
BPG was advised by Cameron Partners Limited and Duncan Cotterill on the capital raising.
ENDS
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

BLACKPEARL GROUP | Market Announcement
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