Blackpearl Group HY FY25 Announcement

1
BLACKPEARL GROUP | Investor Announcement

26 November 2024

Blackpearl Group Announces FY25 Interim Results

Introduction
Blackpearl Group Limited (NZX:BPG) today presents its unaudited interim results for
the six months ended 30 September 2024 (HY25), highlighting continued growth and
strategic advancements.
Key Highlights
• Annual Recurring Revenue (ARR): Achieved $10.4 million as of 30 September
2024, marking a 126% year-on-year increase from $4.6 million in HY24.
• Subscription Revenue: Reached $3.2 million, reflecting a 109% year-on-year
growth from $1.5 million in HY24.
• Gross Profit Margin: Improved to 73% in HY25, up from 67% in HY24.
• ARR per Employee: Increased to $282K as of 30 September 2024, a 95%
year-on-year rise, indicating effective scaling of operations.
Nick Lissette, Chief Executive Officer, commented on the Interim results: "The first
half of FY25 has been marked by significant financial achievements, notably
surpassing $10 million in ARR and strengthening our balance sheet with a successful
capital raise... Speed is the only true competitive advantage in the market we operate
in, and thanks to our past achievements, we now have the opportunity to execute our
next major leap.”

Future Outlook
Blackpearl Group remains committed to serving the US SME sector, leveraging AI-
driven tools to enhance sales and marketing efforts. With a robust financial
foundation and a clear strategic direction, the company is poised for continued
growth in the coming quarters.

2
BLACKPEARL GROUP | Investor Announcement


For detailed financial statements and further information, please refer to the
attached FY25 Interim Report.

Contact
Released for and on behalf of Blackpearl Group,
Karen Cargill
Chief Governance Officer

For further information, please contact:
Karen.cargill@blackpearl.com | +64 21 135 5183



ENDS

About Blackpearl Group
Blackpearl Group (BPG) is a market leading data technology company that pioneers
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

---

6 Months ended September 2024
Blackpearl Group - FY25
Interim
Report

2
Contents:
04
Foreword from the CEO
05
Financial Highlights
07
Message from the CFO
13
Average Order Value for Pearl Diver
14
Market Focus
15
Financial Statements
10
Attractive Gross Margin
09
How we performed
09
ARR Growth
10
Continued Efficiency
11
Capital Raise Overview
11
Loss Before Tax
Contents
Consolidated Financial Statements
Blackpearl Group - FY25 Interim Report

4
Blackpearl Group - FY25 Interim ReportBlackpearl Group - FY25 Interim Report
Dear Shareholders,

The first half of FY25 featured two meaningful financial accomplishments.
Firstly, our annual recurring revenue exceeded $10 million growing at 126%
from 30 September 2023. This growth has been driven by the continued strong
performance of Pearl Diver, and more specifically the steady increase in its
average order value.
Secondly, we were able to strengthen our balance sheet with $12.5 million in
working capital through an equity issue. This round included investment from
leading New Zealand institutions, family offices, brokers and other investors.
While the focus of this report is to review the first six months of FY25 from a fiscal
perspective, it would be remiss of me not to highlight the significance of these
two achievements for the future. Speed is the only true competitive advantage in
the market we operate in, and thanks to our past achievements, we now have the
opportunity to execute our next major leap.
As always, thank you for your support. Together we will continue to do great things.
Ad Astra - to the stars.
Nick Lissette
CEO, Blackpearl Group
Foreword
from
the CEO

6
Previously $1.5m at HY24
109% increase YoY
Subscription Revenue
$3.2m
1 April 2024
As of 30 September 2024
Churn has increased 0.7ppt YoY
Previously 3.3% at HY24
Revenue Churn
4.0%
For HY25
Previously 67% in HY24
Gross Profit Margin
73%
126% increase YoY
As of 30 September 2024
Previously $4.6m at HY24
Annual Recurring Revenue
$10.4m
As of 30 September 2024
Increased 2ppt YoY
Previously 8% at HY24
Top 10 Customers % of Revenue
10%
As of 30 September 2024
95% increase YoY
Annual Recurring Revenue Per Employee
$282k
30 September 2024
Note:
• Comparative figures relate to HY24 unless otherwise stated
• PPT stands for percentage points
Blackpearl Group - FY25 Interim Report
Financial
highlights

Blackpearl Group - FY25 Interim Report
8
Dear Shareholders,
Reflecting on our achievements for the first half of FY25, I’m pleased
to report strong growth in our core financial metrics, underscoring
Blackpearl Group’s position in the AI-driven sales and marketing
solutions space.
As the new CFO, I am excited to work alongside a team that is committed
to scaling our flagship product, Pearl Diver, which has achieved notable
growth in ARR and customer adoption. We surpassed $10 million in ARR
and are on track to reach our goals.
Our focus continues to be on balancing growth with operational
efficiency as evidenced by a 40% reduction in net cash used in operating
activities from H1 FY24 to H1 FY25. Our gross margin increased to 73% from
67% driven by the scalability of our platform and Pearl Diver’s high
margin profile.
The recent capital raise allows us to strategically invest in market
expansion, further enhance our product offerings to capture more
opportunities within the US SME sector and fortify our infrastructure to
meet growing demand as we scale.
Thank you for your continued trust and support.
Kind Regards,
Jean Arlove
CFO, Blackpearl Group
Message
from the CFO

10
Blackpearl Group - FY25 Interim Report
Our gross profit margin improvement to 73% is
indicative of the scalability and efficiency of Blackpearl
Group’s platform. This growth in margin underscores
our ability to deliver value while managing operational
costs effectively.
Gross margin has increased to 73% for
HY25, up from 67% in HY24, highlighting the
efficiency of our platform and scalability.
73%
Attractive Gross Margin
Personnel, operating and administrative expenses
have grown 45% year-on-year largely to an increased
head count and the implementation of a new
share scheme.
While expenses have grown to support our expansion
it’s noteworthy that expenses as a percentage of ARR
have decreased to 63% in September 2024 from 98%
in September 2023. This indicates that despite our
growth, we have maintained good control over our
expenses relative to revenue.
Our ARR per employee metric grew significantly year-
over-year to reach $282k, demonstrating our sustained
commitment to efficient scaling. This increase
occurred alongside an expansion in headcount,
which rose from 32 to 37 employees over the period. By
strategically managing resources, we achieved steady
ARR growth relative to employee numbers, a key
indicator of operational effectiveness within a SaaS
business model.
As we continue to expand, our focus on expense
management remains rigorous, balancing necessary
investment in personnel with control over operational
costs. This measured approach has not only supported
aggressive ARR growth but has also allowed us
to maintain an efficient ARR per employee ratio,
positioning us well for further scaling.
$282k
Continued Efficiency
Annual Recurring Revenue per Employee
increased to $282k as of September 2024,
up 95% YoY.
ARR increased by 126% to $10.4 million as of
September 2024, building towards our next
milestone of $20 million in ARR.
126%
In the first half of FY25, Blackpearl Group achieved
consistent revenue growth, marked by a 126% increase in
Annual Recurring Revenue (ARR), reaching $10.4 million.
This growth is driven by our flagship product, Pearl Diver,
which continues to capture strong market demand
across the SME sector. Our focus on developing
proprietary technology has allowed us to rapidly
introduce solutions that meet the evolving needs of our
customers, enhancing the value we deliver.
Our business model is structured around recurring
monthly billing, providing predictable and
compounding revenue growth. Every new customer
adds to this compounding revenue stream, ensuring
sustainable growth. Pearl Diver’s success is due to
the foundation we laid with strategic investments,
aligning with market shifts towards AI-driven sales and
marketing tools for SMEs.
Looking forward, we are confident in our strategic
direction and are well-positioned to continue growing
our ARR, reinforcing our role as a leader in AI-driven
solutions for the US market.
ARR Growth
By Quarter
Q2
FY25
Q1
FY25
Q4
FY24
Q3
FY24
Q2
FY24
Q1
FY24
Q4
FY23
Q3
FY23
ARR per employee at Quarter End
$300 k
$250 k
$200 k
$150 k
$100 k
$50 k
$0 k
Total ARR (NZD)
Total ARR at Quarter End
$12 m
$10 m
$8 m
$6 m
$4 m
$2 m
$0 m
By Quarter
Q3
FY23
Q4
FY23
Q1
FY24
Q2
FY24
Q3
FY24
Q1
FY25
Q4
FY24
Q2
FY25
Total ARR (NZD)
How we
performed
Sept
FY23
Sept
FY24
Sept
FY25
By Financial Year
Total expenses as % of ARR
250%
200%
150%
100%
50%
0%

Blackpearl Group - FY25 Interim Report
12
In our financial report for the six months ending 30
September 2024, we present a nuanced picture of our
financial performance. While our loss before tax has
increased by $2 million compared to the same time last
year, it should be noted that this figure includes $2.4
million in non-operating, non-cash adjustments.
To provide context, the previous reporting period (six
months ending 30 September 2023) included a $1.3
million gain due to reduced contingent consideration
from modifications to the Newoldstamp contract and
deferred shareholder loan payments. In contrast, the
current period saw a $1.1 million increase in personnel
expenses, primarily due to the implementation of
a new share scheme designed to align employee
incentives with long-term company growth.
When we exclude these non-operating factors, our
core operating expenses have actually decreased
by $470,000. This reduction underscores our ongoing
commitment to disciplined cost management while
strategically investing in growth initiatives.
Key non-operating factors reveal a $470k
decrease in core operating expenses
Loss Before Tax
In October 2024, Blackpearl Group successfully
completed a capital raise of $12.5 million, exceeding
the original target of $10 million. This raise included
an $10.5 million placement, and a $2 million share
purchase plan (SPP) extended to existing New Zealand
shareholders. The oversubscription by $2.5 million
underscores strong investor confidence in our strategic
direction and growth potential. The funds raised will
support our go-to-market acceleration, expand Pearl
Diver’s capabilities, and fortify our infrastructure to
meet growing demand as we scale.
Successfully raising $12.5 million to
drive expansion and innovation.
$12.5m
Capital Raise
Overview

1414
Blackpearl Group remains committed to serving small to
medium-sized enterprises (SMEs) in the United States, a
market comprising approximately 26.5m Solopreneurs and
small businesses and ~5.5m medium sized businesses. Our
flagship product, Pearl Diver, is designed to empower these
SMEs by leveraging first-party data to enhance their sales
and marketing efforts.
In an increasingly challenging digital advertising
landscape, Pearl Diver offers a cost-effective solution
that enables businesses to identify and engage potential
customers more efficiently. Our focus on this segment
aligns with our mission to provide accessible and impactful
AI-driven tools that drive growth for SMEs.
Market focus
Blackpearl Group - FY25 Interim Report
Since its launch just 19 months ago, Pearl Diver has
become a key revenue driver, with its Average Order
Value (AoV) rising from $498 monthly recurring revenue
in Q2 FY24 to $952 monthly recurring revenue in Q2
FY25 – a 91% annual growth rate. This increase reflects
the platform’s evolving maturity and expanding value
proposition. Designed as an industry-leading prospect
identification tool, Pearl Diver leverages AI-driven
identity resolution to reveal previously hidden website
traffic, reducing companies’ dependence on traditional
advertising while creating new revenue streams.
The increase in AoV is attributed to several factors:
as we refine Pearl Diver’s offerings, we have focused
on providing comprehensive customer onboarding,
strategic use-case training, and all-inclusive
integration and setup. This “white-glove” onboarding
approach ensures that clients fully leverage Pearl
Diver’s capabilities, increasing engagement and
perceived value, which has contributed to the
significant rise in AoV.
Increase in Average Order Value
91%
Increasing Average
Order Value for
Pearl Diver
By Quarter
Pearl Diver Average Order Value (AoV)
$1,000
$900
$800
$700
$600
$500
$400
$300
$200
$100
$0
Q2
FY25
Q1
FY25
Q4
FY24
Q3
FY24
Q2
FY24
AoV (NZD)

Consolidated
Financial
Statements
16
Blackpearl Group - FY25 Interim Report

18
Blackpearl Group - FY25 Interim Report
Consolidated Statement
of Profit or Loss
For the six months ended 30 September 2024
6 months ended
30 September
6 months ended
30 September
Notes2024 2023
UnauditedUnaudited
$$
Subscription revenue53,232,4801,547,943
Cost of sales
Reseller commissions(353,746)(112,120)
Personnel expenses(166,722)(145,022)
Hosting and server costs(247,966)(184,599)
Merchant bank fees (115,173)(67,646)
Gross profit2,348,873 1,038,556
Other revenue1,272 84,796
Personnel expenses6(3,080,416)(1,735,050)
Operating expenses(1,979,443)(1,949,886)
Administrative expenses6(1,464,849)(825,905)
Net finance costs(28,320)(153,284)
Loss before net gains/(losses) on financial instruments and income tax(4,202,883)(3,540,773)
Net gains/(losses) on financial instruments7 -1,325,120
Loss before income tax(4,202,883)(2,215,653)
Net income tax --
Loss for the year attributable to owners of the parent(4,202,883)(2,215,653)
Earnings per share20242023
$$
Basic loss for the year attributable to owners10(0.09)(0.06)
Diluted loss for the year attributable to owners10(0.09)(0.06)
Consolidated Statement
of Other Comprehensive Income
For the six months ended 30 September 2024
6 months ended
30 September
6 months ended
30 September
20242023
UnauditedUnaudited
$$
Loss for the year(4,202,883)(2,215,653)
Other comprehensive income that may be subsequently reclassified through
profit or loss
Exchange differences on translation of foreign operations190,449(318,754)
Total comprehensive loss for the year attributable to owners of the parent(4,012,434)(2,534,407)
Financial StatementsFinancial Statements
Signed for and on behalf of the board:
Nicholas Lissette
Date: 26 November 2024
Timothy Crown
Date: 26 November 2024
The accompanying notes form part of these consolidated financial statements.

20
Blackpearl Group - FY25 Interim Report
Consolidated Statement
of Financial Position
As at 30 September 2024
Consolidated Statement
of Financial Position
As at 30 September 2024
Financial StatementsFinancial Statements
30 September31 March
Notes20242024
UnauditedAudited
$$
Assets
Current assets
Cash and cash equivalents592,438 1,854,458
Trade and other receivables400,375 368,468
Prepayments270,156 173,376
Total current assets1,262,9692,396,302
Non-current assets
Property, plant and equipment45,676 32,377
Goodwill2,872,493 2,872,493
Intangible assets1,183,542 1,295,751
Right-of-use asset- 130,874
Total non-current assets4,101,7114,331,495
Total assets5,364,6806,727,797
Liabilities
Current liabilities
Trade and other payables952,854450,878
Employee entitlements328,220243,123
Lease liabilities - 133,282
Current contingent consideration62,40024,461
Current loans and borrowings888,41882,877
Contract liabilities582,827607,825
Total current liabilities2,014,7191,542,446
30 September31 March
Notes20242024
UnauditedAudited
$$
Non-current liabilities
Non-current contingent consideration- 30,451
Non-current loans and borrowings81,232,069 283,733
Total non-current liabilities1,232,069 314,184
Total liabilities3,246,7881,856,630
Equity
Share capital937,504,36837,493,168
Accumulated losses(38,417,069)(34,214,186)
Share based payment reserve112,330,8481,082,889
Shareholder warrants reserve 478,394 478,394
Foreign currency translation reserve 221,351 30,902
Equity attributable to the owners2,117,8924,871,167
Total liabilities and equity5,364,6806,727,797
Signed for and on behalf of the board:
Nicholas Lissette
Date: 26 November 2024
Timothy Crown
Date: 26 November 2024
The accompanying notes form part of these consolidated financial statements.

22
Blackpearl Group - FY25 Interim Report
Notes
Share
capital
Accumulated
losses
Share
based
payment
reserve
Share
warrants
reserve
Foreign
currency
translation
reserve
Tota l
$$$$$$
Balance at 1 April 202437,493,168(34,214,186)1,082,889478,39430,9024,871,167
Loss for the period-(4,202,883)---(4,202,883)
Translation differences of
foreign operations
----190,449190,449
Transactions with owners in their capacity as owners
Issue of share capital941,200-(41,200)---
Transaction costs arising
on share issue
9(30,000)----(30,000)
Share based payments11--1,289,159--1,289,159
Balance at
30 September 2024
37,504,368(38,417,069)2,330,848478,394221,3512,117,892
Balance at 1 April 202328,545,173(29,796,748)2,687,853515,511104,4342,056,223
Loss for the period-(2,215,653)---(2,215,653)
Translation differences of
foreign operations
----(318,754)(318,754)
Transactions with owners in their capacity as owners
Issue of share capital2,223,510----2,223,510
Shares issued on
conversion of loan
1,800,736----1,800,736
Direct costs incurred in
issuing shares
(2,000)----(2,000)
Issuance of shares from
share based payments
501,205-(501,205)---
Exercise of warrants37,117--(37,117)--
Share based payments--178,253--178,253
Amendments to
contingent consideration
-950,198(950,198)---
Balance at
30 September 2023
33,105,741(31,062,203)1,414,703478,394(214,320)3,722,315
6 months ended
30 September
6 months ended
30 September
20242023
$$
UnauditedUnaudited
Cash flows from operating activities
Cash receipts from customers3,203,475 1,589,100
Cash paid to resellers for their commission(449,373)(245,692)
Cash paid to suppliers and employees(4,503,485)(4,451,024)
Receipt of government grants- 109,225
GST payments(55,726)(15,896)
US Federal taxes paid- 1,443
NZ Income tax refund- 3,846
Net cash used in operating activities (1,805,109)(3,008,997)
Cash flows from investing activities
Purchase of property, plant and equipment(24,999)(17,033)
Acquisition and development of intangible assets(250,479)(199,770)
Interest received12,467 3
Net cash used in investing activities (263,011)(216,800)
Cash flows from financing activities
Repayment of loans and borrowings(4,039,483)(5,200)
Repayment of lease liabilities(87,189)-
Proceeds from borrowings5,000,000 -
Transaction costs incurred in acquiring debt(30,000)-
Direct costs incurred in issuing equity(30,000)(2,000)
Cash receipts from issue of share capital- 2,223,510
Net cash from financing activities 813,328 2,216,310
Consolidated Statement
of Changes in Equity
For the six months ended 30 September 2024
Consolidated Statement
of Cash Flows
For the six months ended 30 September 2024
Financial StatementsFinancial Statements
The accompanying notes form part of these consolidated financial statements.

24
Blackpearl Group - FY25 Interim Report
6 months ended
30 September
6 months ended
30 September
20242023
$$
UnauditedUnaudited
Net decrease in cash and cash equivalents(1,254,792)(1,009,487)
Opening cash and cash equivalents at beginning of the period1,854,4581,759,268
Effect of exchange rate fluctuations on cash held(7,228)17,198
Cash and cash equivalents at period end592,438766,979
Consolidated Statement
of Cash Flows (cont.)
For the six months ended 30 September 2024
Notes to the interim
financial statements
For the six months ended 30 September 2024
Financial Statements
1. REPORTING ENTITY
Black Pearl Group Limited (the ‘Company’) is a limited liability company incorporated and domiciled in New Zealand,
registered under the Companies Act 1993.

The Company is a profit-oriented entity and are engaged in the business of building, acquiring, and marketing data-
driven cloud services, consisting of a suite of productivity and demand generation applications for small and medium-
sized businesses.
2. BASIS OF PREPARATION
The unaudited interim financial statements comprise the results and financial position of the Company and its wholly
owned subsidiaries, Black Pearl Mail Incorporated, Newoldstamp Limited and Noir Perle Limited (together the ‘Group’) for
the six months ended 30 September 2024.

The unaudited interim financial statements have been prepared in accordance with New Zealand Generally Accepted
Accounting Practice (‘NZ GAAP’) and comply with the requirements of the New Zealand Equivalent to International
Accounting Standard 34: Interim Financial Reporting and International Accounting Standard 34: Interim Financial Reporting.
The Group is a for-profit entity for the purposes of complying with NZ GAAP.

The unaudited interim financial statements require judgements and estimates that impact the application of the same
accounting policies and methods of computation, and should be read with, the financial statements and related notes
included in the Group’s annual report for the year ended 31 March 2024.

These financial statements have been prepared on a going concern basis which assumes continuity of normal business
activities and the realisation of assets and the settlement of liabilities in the normal course of business - for more detail
refer to note 14.
3. CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGEMENTS
In preparing these consolidated financial statements, estimates and assumptions have been made concerning the future.
These estimates and assumptions may differ from the subsequent actual results. The following is a summary of new and/or
changes in critical accounting estimates, assumptions and judgements reported in the Group’s annual report for the year
ended 31 March 2024:
• Equity classification of the Group’s new share-based payment scheme - see note 11.
4. OPERATING SEGMENTS

Basis for operating segments
During the previous period, the two reportable segments were based off the Group’s major product subscriptions available
during that period: Black Pearl Mail and Newoldstamp. Toward the latter half of the previous financial year, the Group
identified Pearl Diver identified as a reportable segment instead of Black Pearl Mail. Pearl Diver is an extension of the core
Black Pearl Mail platform and the Group does not distinguish and now rarely sells Black Pearl Mail separated from Pearl
Diver. These segments have been determined based on how the chief operating decision maker (‘CODM’) review financial
and operational performance, and the allocation of resources across the Group. The Group’s CODM is the chief executive
officer and the board of directors.
Financial Statements

26
Blackpearl Group - FY25 Interim Report
Financial StatementsFinancial Statements
For the six months ended
30 September
2024
30 September
2023
$%$%
Total direct sales2,722,41984%1,455,31194%
Total reseller sales510,06116%92,6326%
Total subscription revenue3,232,480100%1,547,943100%
5. SUBSCRIPTION REVENUE
The following is a breakdown of total subscription revenue by direct sales vs. reseller sales
6. EXPENSES
30 September
2024
30 September
2023
$$
Personnel expenses includes
- Share-based payment expense1,135,845 178,253
- Sales commissions95,627 133,573
Administrative expenses includes
- Depreciation and amortisation 461,086 357,283
7. NET GAINS/(LOSSES) ON FINANCIAL INSTRUMENTS
30 September
2024
30 September
2023
$$
Gain on reduction of contingent consideration - liability classified- 1,002,950
Gain on deferral of payments for the shareholder loan- 322,170
Tota l- 1,325,120
8. LOANS AND BORROWINGS
30 September
2024
31 March
2024
$$
Current portion
Credit card balances9,945 3,910
Below market-term loans from the government78,473 78,967
Total current portion 88,418 82,877
Non-current portion
Below market-term loans from the government259,653 283,733
Bank loans972,416 -
Total non-current portion1,232,069 283,733
Total loans and borrowings1,320,487 366,610
New bank loan facility
During the period, the Group obtained a new loan facility with BNZ. The total facility limit is $5 million with a minimum draw
down requirement of $1 million. The facility is a customised average rate loan facility and is subject to non-compounding
variable interest rates. During the period, the interest rates were between 9.24% and 9.31%. The facility matures on 17 August
2026. The loan is classified at amortised cost, and the Group incurred a $30,000 establishment fee which has been included
in the carrying value of the loan and will be amortised using the effective interest rate method.

The facility is subject to a covenant of a 20% Annual Recurring Revenue Growth Rate which is tested at the last day of
each financial quarter. The first test date is on 31 December 2024. The facility is secured over all present and after acquired
property of the Group.
4. OPERATING SEGMENTS (Cont.)
For the six
months ended
30 September 202430 September 2023
Pearl DiverNewoldstampGroupBlack Pearl MailNewoldstampGroup
$$$$$$
Subscription fees2,521,197 711,283 3,232,480 1,006,371 541,572 1,547,943
Other revenue
streams
1,272 - 1,272 84,796 - 84,796
Total revenue* 2,522,469 711,283 3,233,752 1,091,167 541,572 1,632,739
Marketing844,797 73,182 917,979 499,218 107,256 606,474
Personnel
expenses and
contractor costs
3,247,139 315,022 3,562,161 1,721,032 872,542 2,593,574
Other expenses2,845,243 111,2522,956,495605,611 42,733 648,344
Net loss before tax(4,414,710)211,827 (4,202,883)(1,734,695)(480,959)(2,215,653)
*revenue does not include intra-group or intra-segment amounts

28
Blackpearl Group - FY25 Interim Report
Financial StatementsFinancial Statements
30 September
2024
31 March
2024
$$
On issue at beginning of the period37,493,168 28,545,173
Issue of ordinary shares
- 6,
088,149
Equity transaction costs incurred as part of capital raise(30,000)(44,055)
Shareholder warrants exercised
- 37
,117
Conversion of shareholder loan to ordinary shares
- 1,800
,735
Issue of shares related to the liability classified contingent consideration
- 72,000
I
ssue of shares related to the equity classified contingent consideration
- see note 11
- 71,5
28
Director restricted shares converted to ordinary shares - see note 11
30
,000
2
40,000
Employee restricted share units converted to ordinary shares - see note 11
11,200682,5
21
Total share capital ($)37,504,368 37,493,168
9. SHARE CAPITAL10. BASIC AND DILUTED EARNINGS PER SHARE
Ordinary share capital37,504,368 37,493,168
Total share capital ($)37,504,368 37,493,168
Fully paid total shares at the beginning of the period53,309,437 35,363,459
Issue of ordinary shares- 12,770,297
Conversion of shareholder loan to ordinary shares- 3,839,788
Shareholder warrants exercised- 180,000
Issue of shares related to the liability classified contingent consideration- 124,759
Issue of shares related to the equity classified contingent consideration- 57,860
Director restricted shares converted to ordinary shares - see note 1171,429 192,000
Employee restricted share units converted to ordinary shares - see note 11
17
,500
7
81,274
Total share capital (#)53,398,366 53,309,437
Total value per share $0.70 $0.70
Share capital consists of the following class:
Ordinary share capital 53,398,366 53,309,437
Total share capital (#)53,398,366 53,309,437
Share capital consists of the following class:
Net tangible assets per quoted equity security
The net tangible assets per quoted equity security for the 6 months to 30 September 2024 were $(0.036296) 30 September
2023: $(0.014594).
For the six months ended
30 September
2024
30 September
2023
$$
Total loss attributable to owners(4,202,883)(2,215,653)
Weighted average number of ordinary shares for basic EPS46,202,331 36,789,656
Dilution from share based compensation options
- -
Weighted average number of ordinary shares adjusted for the effect of dilution46,202,331 36,789,656
Basic loss per share(0.09)(0.06)
Diluted loss per share(0.09)(0.06)
11. SHARE BASED PAYMENT RESERVE
In addition to the four types of share based compensation arrangements disclosed in the Group’s financial statements for
the year ended 31 March 2024, the Group implemented its new Key Personnel Restricted Share Unit Plan (the ‘new scheme’)
during the six month period ended 30 September 2024. Under the new scheme, key personnel of the Company (‘participants’)
are offered restricted share units which are subject to one of the two following types of vesting conditions:
•Vesting conditions based on the completion of a defined service period; and
•Vesting conditions based on the achievement of specified performance targets.
Restricted share units convert into one ordinary share in the Company on the date specified in each award granted to
participant of the scheme. Subject to vesting conditions being met, each award includes a vesting date on which the
Company will automatically convert the awarded restricted share units into ordinary shares. However, participants have
the option to agree alternative conversion date with the Company.
Significant judgement - equity classification of the Group’s new share-based payment scheme
The Company’s Board may offer participants ‘net settlement’ whereby the Company will settle the participants tax
obligations in cash and deduct the equivalent value in restricted units. While cash settlement would result in a liability
for the Company to record, the net settlement feature will only be offered close to the vesting date and is at the Board’s
discretion. As a result the Company considers the transactions during the period to be equity-settled - refer to the Group’s
31 March 2024 financial statements for its accounting policy for equity-settled share-based payment transactions.

30
Blackpearl Group - FY25 Interim Report
Financial StatementsFinancial Statements
30 September
2024
31 March
2024
$$
Opening balance1,082,8892,687,853
Share rights exercised during the year - transfer to share capital(41,200)(754,049)
Equity-based purchase price contingent consideration -(984,360)
One-off share based payments without vesting terms*-312,000
Employee contractual share-based compensation - progress toward share
rights*
22,96426,905
Other contractual share based compensation - progress toward shares*-(226,500)
Restricted shares issued to non-executive directors**153,31421,040
Restricted share units issued under the new employee share scheme*1,112,881-
Closing balance 2,330,848 1,082,889
*these amounts were recognised through profit or loss as personnel expenses
**these amounts were recognised through profit or loss as Directors Fees under administrative expenses
*this includes restricted shares issued to non-executive directors and employees under the Company’s share-based
payment schemes.
No. of other share rights*No. of Ordinary shares
For the six
months ended
30 September
2024
For the year
ended
31 March
2024
For the six
months ended
30 September
2024
For the year
ended
31 March
2024
Opening balance 767,734 1,415,357 763,607 1,883,156
Granted during the period3,070,265 - - 600,000
Exercised during the period(280,929)(603,919)- -
Modification of the NOS deferred consideration---(787,488)
Issued as share capital---(173,427)
Forfeited during the period-(43,704)-(758,634)
Closing balance 3,557,070 767,734 763,607 763,607
The following table summarises the movement in the total number of share rights and the total ordinary shares issued
for the following periods:
12. IMPAIRMENT OF CASH-GENERATING UNITS
Goodwill and intangible assets that have indefinite useful lives are amortised and are tested annually for impairment, or
more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for
impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less cost of disposal (‘FVLCOD’) and value in use (‘VIU’).

For the purpose of assessing impairment, assets are grouped at the lowers levels for which there are separately identifiable
cash inflows which are largely independent of the cash inflows from other asset or group of assets i.e. cash generating
units (‘CGUs’). Non-financial assets, other than goodwill that suffered an impairment, are reviewed for possible reversal of
impairment at the end of each reporting period.
Identification of CGUs
The carrying amount of the Group’s assets were reviewed to determine whether there is any indication of impairment and if
so, tested or tested regardless in the case of indefinite life intangible assets. The Group identified two cash generating units,
based on its product offerings:
(1) Pearl Diver - the Group’s most significant product offering, which collates and presents data about interactions with
a customer’s website. The Group’s original product Black Pearl Mail, which offers email customisation subscriptions to
customers and the ability to gather data about how customers interact with those emails, is provided as part of a Pearl
Diver subscription.
(2) Newoldstamp - the acquired business which also offers email customisation subscriptions to customers
Allocation of goodwill
Goodwill is allocated between Pearl Diver and Newoldstamp for the purpose of impairment testing. 90% ($2,585,244) is
allocated to Pearl Diver and 10% ($287,249) to Newoldstamp reflecting the future growth expected from the organic traffic.

Key assumptions of impairment testing
The Group have tested impairment by measuring each CGU’s value in use (‘VIU’). The calculations are based on cash flow
projections covering a five-year period and operating expenses reflecting the financial budgets approved by management
and the Board.

Pearl Diver CGU has a carrying value of $5.4 million using an average revenue growth rate of 18.5%. To determine the terminal
value a 2.1% long-term growth rate was applied. A post-tax discount rate of 17% was used to establish the recoverable
amount under the VIU model. The Group has determined that no impairment is required to the Pearl Diver CGU.

Newoldstamp GCU was determined to have a carrying value of $0.9 million using an average revenue growth rate of 5%.
To determine the terminal value a 2.1% growth rate was applied. A post tax discount rate of 17% was used to establish
the recoverable amount under the VIU model. The Group have determined that no impairment is required to the
Newoldstamp CGU.

Management has determined the values of its key assumptions in its VIU calculations for both Pearl Diver CGU and
Newoldstamp CGU as follows:
• Revenue growth rate - based on the number of sales leads, the conversion of those leads to billable customers,
and marketing expenditure.
• Long-term growth rate - using published international technology industry growth rates, particular those in the
United States.
• Post-tax discount rate - reflecting the specific circumstances and risks of the Group, and benchmarked against
NZX listed technology companies.
Result of impairment testing
Following the assessment of the recoverable amount of goodwill allocated to both Pearl Diver and Newoldstamp, the
directors consider the recoverable amounts of the CGUs to be the most sensitive to the achievements of the budget.
Budgets comprise of forecast subscription revenue, marketing, staff costs and overheads based on current and anticipated
market conditions that have been considered and approved by the Board.
11. SHARE BASED PAYMENT RESERVE (Cont.)
The following table summarises movements in the reserve related to progress towards vesting of share rights:

32
Blackpearl Group - FY25 Interim Report
Financial StatementsFinancial Statements
12. IMPAIRMENT OF CASH-GENERATING UNITS (Cont.)

Impact of possible changes in key assumptions
The Group has conducted an analysis of the sensitivity of impairment test to changes in the key assumptions used to
determine the recoverable amount for each of the Group’s CGUs to which goodwill is allocated. The directors believe that
any reasonably possible changes in the key assumptions on which the recoverable amount is based would not cause the
aggregate carrying amount to exceed the aggregate recoverable amount of the related CGUs.
13. RELATED PARTY TRANSACTIONS
During the period, group companies entered into the following material transactions with related parties who are not
members of the Group.

Crown BP Holdings LLC
Payments to ProspectDesk LLC (an associate of Crown BP Holdings LLC) for the supply of data, and associated services, for
the Pearl Diver product - $255,046 (2023: $62,855).

(2023: Exercise of shareholder warrants, interest charged on the below-market term loan, amendments to the below-market
term loan and conversion of the loan to ordinary shares in the Company).

New share-based payment scheme
The Group accrued $760,081 of share-based payment related expenses for key management personnel under the new
share-based payment arrangement - see note 11 for more detail.

(2023: Nil).

NewOldStamp Limited
No material transactions were entered into during the six month period.

(2023: Share-based payment arrangement, contractual amendments to contingent consideration obligations and the
signing of a revenue sharing agreement).
14. GOING CONCERN
The Group prepares its financial statements on a going concern basis, which assumes the Group has the ability and
intention to continue operations for a period of at least 12 months from the date the consolidated financial statements
are approved.

In the six months ended 30 September 2024, the Group had operating cash outflows of $1,805,109 (six months ended 30
September 2023: $3,008,997) and the cash balance at 30 September 2024 was $592,438 (31 March 2024: $1,854,458). The Group’s
total comprehensive loss during the period was $4,012,434 (six months ended 30 September 2023: $2,534,407 loss). The Group’s
current liabilities exceed its current assets by $751,750 at 30 September 2024 (31 March 2024: current assets exceeded current
liabilities by $853,856).

In August 2024, the Group secured a new $5 million loan facility with BNZ, with $1 million drawn down at 30 September 2024 -
see note 8. In October 2024 the Group successfully completed a capital raise of $12.5 million.

After reviewing its latest forecasts and with regard to relevant circumstances that are likely to affect the Group, the
Directors’ view is that the Group can meet its obligations as they fall due with the cash available on hand, including new
capital from its recent capital raise. If required, including the use of the new loan facility to address cashflow contraints.
The Directors conclude that the Group will continue operating as a going concern for at least 12 months from the date these
financial statements were approved for issue.
15. EVENTS AFTER BALANCE DATE
Black Pearl Group Limited successfully completed a capital raise in October 2024. This consisted of wholesale investor
placements and a share purchase plan for existing shareholders and retail investors. The total raised was $12.5 million..

The Group entered into a new data supply agreement with an independent US based data provider. The term of the
agreement is for three years, increasing the data sets available for Pearl Diver and changes the fee structure to fixed
amounts. The intention of this agreement is to supercede its existing data provider agreement with Prospect Desk.
Company Directory
Incorporation Number
4064918
Registered Office
Level 5, 50 Customhouse Quay
Wellington Central
Wellington 6011
New Zealand
Auditor
William Buck Audit (NZ) Limited
Level 4, 21 Queen Street
Auckland 1010
New Zealand
Directors
Nicholas Lissette
Timothy Crown
Mark Osborne
Hugo Fisher
Jyllene Miller (appointed 10 September 2024)
Share Registrar
Link Market Services Limited
80 Queen Street
Auckland 1010
New Zealand
Accountants
Deloitte Limited
Level 12, 20 Customhouse Quay
Wellington 6140
New Zealand

About Blackpearl Group
Blackpearl Group (BPG) is a market leading data
technology company that pioneers 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, Blackpearl Group is based in
Wellington, New Zealand, and Phoenix, Arizona.
Blackpearl.com

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Updated as at June 2023




Results for announcement to the market
Name of issuer Black Pearl Group Limited
Reporting Period 6 months to 30 September 2024
Previous Reporting Period 12 months to 31 March 2024
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$3,232 109%
Total Revenue $3,234 98%
Net profit/(loss) from
continuing operations
$(4,203) 19%
Total net profit/(loss) $(4,203) 90%
Interim/Final Dividend
Amount per Quoted Equity
Security
Black Pearl Group does not propose to pay a dividend
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date Not Applicable
Dividend Payment Date Not Applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$(0.036296) $(0.014594)
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Please refer to Blackpearl Group HY FY25 Interim Report and
Blackpearl Group HY FY25 Announcement
Authority for this announcement
Name of person authorised
to make this announcement
Karen Cargill
Contact person for this
announcement
Karen Cargill
Contact phone number +64 21 1355183
Contact email address Karen.cargill@blackpearl.com
Date of release through MAP 26/11/2024

Unaudited financial statements accompany this announcement.