Blackpearl Announces $15M Capital Raise & Market Update
BLACKPEARL GROUP | CAPITAL RAISE & ASX LISTING UPDATE
1 2 A U G U ST 2 0 2 5
Blackpearl Announces $15M Capital Raise and
Updates on Intended ASX Listing and Acquisition
Capital Raise
Black Pearl Group Limited (NZX.BPG) is pleased to announce a $15m capital raising (Offer) comprising the
following components:
• a $7m institutional placement of new fully paid ordinary shares to eligible institutional shareholders
and new institutional investors (Placement); and
• an 1 for 7.70 pro-rata accelerated non-renounceable entitlement offer of new shares to eligible
shareholders to raise approximately $8m (ANREO).
Proceeds from the capital raised will be applied to fund the B2B Rocket Inc acquisition which was previously
announced on 14 July 2025 and to undertake investments to accelerate the growth of Blackpearl Group.
The Offer will be undertaken at a fixed price of NZ$0.95 per share (Offer Price), representing a:
• 13.6% discount to the last close price of NZ$1.10 on 11 August 2025;
• 15.0% discount to the 5-day VWAP of NZ$1.12 per share, calculated up to 11 August 2025.
Up to approximately 15.8 million new shares may be issued under the Offer. New shares issued under the Offer
will rank equally with existing fully paid ordinary shares from their time of issue.
Under the ANREO, eligible shareholders will be invited to subscribe for 1 new share for every 7.70 existing
Blackpearl Group shares held at 5.00pm (NZST) on the record date of 13 August 2025.
The entitlements cannot be traded on the NZX Market or transferred or sold privately, and there will be no
shortfall bookbuild for the entitlements which are not taken up under the ANREO. This means that
shareholders will receive no value for any entitlements that they do not take up. Please refer to the Offer
Document attached with this announcement for further information.
The institutional component of the ANREO (Institutional Offer) will be conducted concurrently with the
Placement. New shares equal in number to the entitlements from the institutional component of the ANREO
which are not taken up are intended to be placed to new investors on no more favourable terms than under
the ANREO.
A trading halt has been granted by NZX to facilitate the Placement and the Institutional Offer. Blackpearl Group
expects to advise the market of the capital raised under the Placement and Institutional Offer on Wednesday,
13 August 2025.
The retail component of the ANREO (Retail Offer) will be open from 9.00am (NZST) on Monday, 18 August 2025
to 5.00pm (NZST) on Monday, 25 August 2025. Eligible shareholders who take up all of their entitlements in full
may apply for additional new shares in an oversubscription facility. Further details about the Retail Offer are set
out in the Offer Document.
BLACKPEARL GROUP | CAPITAL RAISE & ASX LISTING UPDATE
Shareholders entitled to participate in the Retail Offer should visit blackpearl.capitalraise.co.nz and apply
online by 5.00pm (NZST) on Monday, 25 August 2025.
Craigs Investment Partners Limited are acting as Lead Manager for the Offer. The Offer is not underwritten.
ASX Foreign Exempt Listing
As previously advised to the market, Blackpearl Group is seeking a secondary listing on the ASX. Blackpearl
Group can confirm it has applied to the ASX to obtain quotation of its shares on the ASX as a Foreign Exempt
listing. Blackpearl Group will remain listed on the NZX as its home exchange. At this time, Blackpearl Group
considers that it will be able to satisfy the ASX admission requirements. BPG expects to receive final approval of
its application and commence quotation on the ASX in approximately three months’ time once the financial
statements of B2B Rocket have been audited to a tier 1 standard.
The Board’s decision to list on the ASX follows extensive engagement with Australian based investors that have
indicated their interest in investing in Blackpearl Group.
B2B Rocket Acquisition
Blackpearl Group and the vendors of B2B Rocket have agreed to waive the acquisition condition that Blackpearl
Group be accepted for quotation on the ASX Market prior to completion. This enables the completion of the
acquisition to go ahead while the audit of B2B’s accounts to a tier 1 standard is being completed. Blackpearl
Group and B2B Rocket are progressing towards completing the acquisition on 21 August 2025.
ENDS
Contact
Released for and on behalf of BPG by Karen Cargill, Interim 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
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20682408_1
Blackpearl | Level 1 60 Cuba Street
Wellington 6011 | New Zealand
hello@blackpearlgroup.com | +64 480 39390
12 August 2025
NZX Limited
Level 1, NZX Centre
11 Cable Street
PO Box 2959
Wellington
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 to select investors in New Zealand, Australia, Hong Kong, Singapore,
and the US to raise approximately NZD$7 million; and
2 a pro-rata 1 for 7.70 accelerated non-renounceable entitlement offer to existing institutional
and retail shareholders in New Zealand to raise approximately NZ$8 million.
(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 There is no information that is "excluded information" (as defined in clause 20(5) of Schedule
8 of the Regulations) in respect of BPG.
6 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
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Corporate Action Notice
(Other than for a Distribution)
Updated January 2024
Page 1 of 4
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 Corporate Markets
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
Renounceable
Rights issue or
Accelerated
Offer
Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer
X
Call Bonus issue
Placement X
Record date 13/08/2025
Ex Date (one business day before the
Record Date)
12/08/2025
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
No
Details of approvals required N/A
Section 2: Rights issue or Accelerated Offer
If Accelerated Offer, structure ANREO structure, comprising:
1. a pro-rata accelerated institutional entitlement
offer of new ordinary shares (New Shares) to
eligible institutional shareholders
(Institutional Offer); and
2. a pro-rata retail entitlement offer of New
Shares to eligible retail shareholders (Retail
Offer)
Number of Rights to be issued or
entitlements available for security
holders in the Accelerated Offer
8,405,495
Maximum number of Equity Securities
to be issued if offer is fully subscribed
8,405,495
2 of 4
ISIN of Rights (if applicable) N/A
Oversubscription facility Yes
Details of scaling arrangements for
oversubscriptions
Board discretion, with a view to enabling all
oversubscription facility applicants to not incur any
dilution to their proportionate shareholdings in BPG
as a result of the Placement and by reference to the
shareholdings of oversubscription facility applicants
on the record date.
Entitlement ratio (for example 1 for 3)
Please contact NZX ahead of announcing the offer if
each Right will be exercisable for more or less than
one Equity Security (i.e unless prior arrangement is
made, Rights will be exercisable on a one for one
basis)
New 1 Existing 7.70
Treatment of fractions** Any fractional entitlements under will be rounded
down to the nearest new share.
Subscription price
(per Equity Security)
$0.95
Letters of entitlement mailed Institutional Offer: 12/08/2025
Retail Offer: 18/08/2025
Offer open Institutional Offer: 12/08/2025
Retail Offer: 18/08/2025
Offer close Institutional Offer: 12/08/2025
Retail Offer: 25/08/2025
Quotation date (if Rights will be quoted) N/A
Allotment date Institutional Offer: 19 August 2025
Retail Offer: 1 September 2025
Section 7: Placement
Number of Equity Securities to be
issued
7,396,916
Issue price per Equity Security $0.95
Maximum dollar amount of Equity
Securities to be issued
$7,027,070
Proposed issue date 19/08/2025
Existing holders eligible to participate
1
Yes
Related Parties eligible to participate
2
Yes
1
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.
2
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 4
Basis upon which participation by
existing Equity Security holders will be
determined
N/A
Purpose(s) for which the Issuer is
issuing the Equity Securities
The capital raised under the placement and ANREO
will be used to fund the acquisition of B2B Rocket and
invest in the development and growth of the
Company. Further information on the acquisition can
be found in the Investor Presentation released to the
market on 12 August 2025.
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
To strengthen the BPG institutional shareholder base
and promote liquidity in BPG shares (particularly
having regard to BPG’s previously announced
intention to obtain an ASX secondary listing). To
accelerate the receipt of a portion of the funds from
the capital raise which are required to complete the
acquisition of B2B Rocket. Existing New Zealand
institutional and retail shareholders will be able to
participate in the pro-rata ANREO at the same
application price as the placement.
Equity Securities to be issued subject to
voluntary escrow
No
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 Yes
Name of Lead Manager(s) Craigs Investment Partners Limited
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
BPG has agreed to pay the Lead Manager 3% of the
gross proceeds of the Offer.
Underwritten No
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
4 of 4
Contact phone number +64 21 135 5183
Contact email address karen.cargill@blackpearl.com
Date of release through MAP 12/08/2025
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20905373_1
Offer Document
Pro Rata 1 for 7.70 Accelerated Non-Renounceable Entitlement Offer of New Shares.
12 August 2025
Lead Manager: Craigs Investment Partners Limited
This Offer Document relates to a pro rata 1 for 7.70 accelerated non-renounceable entitlement offer of
New Shares to existing Eligible Shareholders of Black Pearl Group Limited at an Application Price of
NZD$0.95 per New Share.
This Offer Document is an important document. You should read the entire document before deciding
what action to take with respect to your Entitlement. If you have any doubt as to what you should do,
please consult your financial or other professional advisor.
This Offer Document may not be distributed outside of New Zealand except to certain institutional and
professional investors in such other countries and to the extent contemplated in this Offer Document.
BLACK PEARL GROUP LIMITED – OFFER DOCUMENT
2
SECTION 1: IMPORTANT INFORMATION
General Information
This Offer Document has been prepared by Black Pearl Group Limited (Blackpearl Group or
Company) in connection with a pro rata 1 for 7.70 accelerated non-renounceable entitlement offer of
New Shares.
The Offer is made under the exclusion in clause 19(1) of Schedule 1 of the FMCA.
This Offer Document is not a product disclosure statement or other disclosure document for the
purposes of the FMCA or any other law. This Offer Document has not been registered with any
regulatory authority. This Offer Document does not contain all of the information that an investor would
find in a product disclosure statement or other disclosure document, or which may be required in order
to make an informed investment decision about the Offer or Blackpearl Group.
Additional information available under Blackpearl Group’s continuous disclosure obligations
Blackpearl Group is subject to continuous disclosure obligations under the NZX Listing Rules. You can
find market announcements by Blackpearl Group at https://www.nzx.com/companies/BPG.
Blackpearl Group may, during the period of the Offer, make additional announcements to the NZX
Market. To the maximum extent permitted by law, no announcement by Blackpearl Group to the NZX
Market will permit an applicant to withdraw any previously submitted application without Blackpearl
Group’s prior consent.
The market price of Shares may increase or decrease between the date of this Offer Document and the
Allotment Date. Any changes in the market price of Shares will not affect the Application Price. The
market price of the New Shares following the Allotment Date may be higher or lower than the Application
Price.
Offer Restrictions
This Offer Document does not constitute an offer, advertisement or invitation in any place in which, or
to any person to whom, it would not be lawful to make such an offer or invitation.
This Offer Document may not be sent or given to any person who is not an Eligible Shareholder in
circumstances in which the Offer or distribution of this Offer Document would be unlawful. 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, and the New Shares
may not be offered, in any country outside of New Zealand, except as Blackpearl Group may otherwise
determine, in compliance with applicable laws.
If you come into possession of this Offer Document, you should observe any such restrictions. Any
failure to comply with such restrictions may contravene applicable securities law. Blackpearl Group
disclaims all liability in connection with any such conduct.
Changes to the offer
Subject to the NZX Listing Rules, Blackpearl Group reserves the right to alter the dates set out in this
Offer Document.
Additionally, Blackpearl Group reserves the right to withdraw all or any part of the Offer (either generally
or in particular cases) and the issue of New Shares at any time before the Allotment Date at its absolute
discretion.
BLACK PEARL GROUP LIMITED – OFFER DOCUMENT
3
No guarantee
No guarantee is provided by any person in relation to the New Shares to be issued pursuant to the Offer.
Nor is any warranty provided with regard to the future performance of Blackpearl Group or any return
on any investments made pursuant to this Offer Document.
Decision to participate in the offer
The information in this Offer Document does not constitute a recommendation to acquire or invest in
New Shares, 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.
You should make your own decision as to whether to invest in New Shares based on your personal
circumstances having regard to publicly available information (including the Investor Presentation and
Blackpearl Group’s other market announcements available on the NZX Market) and following
consultation with a financial or other professional adviser. Please read this Offer Document and the
Investor Presentation carefully and in full before making an investment decision.
Privacy
Any personal information provided by Eligible Shareholders in applying for New Shares will be held by
Blackpearl Group or MUFG at the addresses set out in the Directory of this Offer Document.
Blackpearl Group and/or MUFG may store your personal information in electronic format, including in
online storage or on a server or servers which may be located in New Zealand or overseas. The
information will be used for the purposes of administering your investment in Blackpearl Group.
This information will only be disclosed to third parties with your consent or if otherwise required or
permitted by applicable law. Under the New Zealand Privacy Act 2020 you have the right to access and
correct any personal information held about you.
Enquiries
Enquiries about the Offer can be directed to your financial or other professional advisor. If you have any
questions about the number of New Shares that comprise your Entitlement, or how to apply using the
online form, please contact MUFG on +64 9 375 5998 or at applications.nz@cm.mpms.mufg.com.
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).
BLACK PEARL GROUP LIMITED – OFFER DOCUMENT
4
SECTION 2: LETTER FROM THE CHAIR
Dear Shareholder,
On behalf of the Board of Blackpearl Group, it is my pleasure to invite all Eligible Shareholders to
participate in Blackpearl Group’s 1 for 7.70 accelerated non-renounceable entitlement offer of new fully
paid shares at the Application Price of $0.95 announced to the market on 12 August 2025. We intend
to raise up to approximately NZD$8.0 million through the Entitlement Offer. As advised in the
announcement, the Entitlement Offer is being conducted alongside a placement of New Shares to select
institutional investors, to raise an additional approximately NZD$7.0 million (Placement) (together, the
Offer).
From the proceeds of the Offer, Blackpearl Group will partly fund the purchase price for its recently
announced acquisition of B2B Rocket Inc, an AI-driven sales and marketing company based in the
United States of America. The balance of the proceeds will be used to make investments into the
business to help accelerate the growth of the Company and, in particular, the Company’s Bebop product
which has reached ~$1.2m ARR in just 45 days post-launch. Further information on the B2B Rocket Inc.
acquisition and the growth plans of Blackpearl Group are contained in the Investor Presentation.
As part of the Offer, Blackpearl Group also hopes to broaden its share register and bring on new
institutional investors who can become long-term supporters of the Company and help enhance liquidity
and price discovery for Shares, and to further increase the profile of Blackpearl Group. To further assist
with this objective, Blackpearl Group has applied for an ASX foreign exempt listing. Blackpearl Group
intends to maintain its primary listing on the NZX. Subject to ASX Limited approving the application,
Shares are expected to commence quotation on the ASX Market before the end of 2025 once certain
audit work has been completed on the financial information of B2B Rocket, Inc.
DETAILS OF THE ENTITLEMENT OFFER
If you are an Eligible Shareholder, you may subscribe for 1 New Share at an Application Price of
NZD$0.95 per Share, for every 7.70 Shares you own as at 5.00pm on Wednesday, 13 August 2025.
The Application Price represents a 13.6% discount to the closing price of a Share on Monday, 11 August
2025 (NZD$1.10) and a 15.0% discount to the 5-day VWAP of NZD$1.12 per Share (calculated up to
close of trading on Monday, 11 August 2025, being the last trading day before the announcement of this
Offer). The Application Price is the same price at which New Shares are to be issued investors as part
of the Placement.
Entitlements cannot be traded on the NZX Market, nor can they be traded privately. Any New Shares
attributable to Entitlements that are not taken up by Eligible Shareholders, and the Entitlements of
Ineligible Shareholders, may be offered for sale at the Application Price by way of placement to investors
or through the Oversubscription Facility (and allocated as Blackpearl Group and the Lead Manager
agree).
You can choose to take up your Entitlement in whole, in part, or not at all. If you subscribe for your full
Entitlement you may also apply for additional New Shares in the Oversubscription Facility at the
Application Price. However, the availability of New Shares in the Oversubscription Facility will be subject
to the number of entitlements which are not taken-up in the Retail Offer and scaling may apply.
HOW TO PARTICIPATE IN THE ENTITLEMENT OFFER
To participate, Eligible Retail Shareholders must complete an online application and pay for your New
Shares via the Offer Website at blackpearl.capitalraise.co.nz before 5.00pm (NZST) on Monday, 25
BLACK PEARL GROUP LIMITED – OFFER DOCUMENT
5
August 2025. Alternatively, if you are not in a position to apply online, please contact MUFG for
assistance.
SEEK PROFESSIONAL ADVICE AND READ INFORMATION CAREFULLY BEFORE YOU INVEST
This Offer Document contains important information about the Entitlement Offer. We encourage you to
read it carefully and in full, and seek investment advice from a suitably qualified professional adviser
before you consider investing in New Shares. If you have any questions about the Offer, you should
raise those questions with your professional adviser.
We also encourage you to read Blackpearl Group’s recent announcements, particularly the FY25 Annual
Report, the Investor Presentation and other announcements released by Blackpearl Group at
https://www.nzx.com/companies/BPG. In particular, you should read and consider the investment risks
described in the Investor Presentation for a non-exhaustive summary of certain key risks associated
with Blackpearl Group and the Offer before making an investment decision.
If you have any questions about the Offer, please contact MUFG whose contact details are set out in
the Directory or contact your financial or other professional adviser.
On behalf of the Board, thank you for your continued support, and we welcome your consideration of
the Offer.
Yours sincerely,
Timothy Crown
Chair
Black Pearl Group Limited
BLACK PEARL GROUP LIMITED – OFFER DOCUMENT
6
SECTION 3: OFFER OVERVIEW
Issuer Black Pearl Group Limited
Entitlement Offer
The Entitlement Offer is a pro rata accelerated non-renounceable entitlement
offer of 1 New Share for every 7.70 Existing Shares held by an Eligible
Shareholder at 5:00pm (NZST) on the Record Date (being Wednesday, 13
August 2025).
This Offer is a pro-rata offer. If you take up all of your Entitlement your
percentage holding in Blackpearl Group will not reduce as a result of the
Entitlement Offer. However, your percentage shareholding will reduce
following the Placement being undertaken at the same time as this Entitlement
Offer.
If you wish to retain your percentage shareholding, you will need to take up all
of your Entitlement and subscribe for and receive New Shares in the
oversubscription facility equal to approximately 88.0% of your Entitlement.
Entitlements cannot be traded or sold on the NZX Market, nor can they be
traded privately. There will be no shortfall bookbuild of New Shares not taken
up by Eligible Shareholders. Eligible Shareholders will receive no value for
Entitlements that they do not take up.
Fractional entitlements will be rounded down to the nearest New Share.
Purpose of the
Offer
Blackpearl Group intends to use the net proceeds raised from the Offer to fund
the acquisition of B2B Rocket Inc. and invest in business growth, particularly
the development of its newly launched product, Bebop.
How to Apply Applications by an Eligible Retail Shareholder can be made online at
blackpearl.capitalraise.co.nz by 5.00pm (NZST) on Monday, 25 August 2025.
Alternatively, if you are not in a position to apply online, please contact MUFG
at your earliest convenience for assistance.
Blackpearl Group or the Lead Manager will contact Eligible Institutional
Shareholders, to advise them of the terms and conditions of participation in the
Institutional Offer and to confirm their application.
Details of the Shares Offered
Description of the
New Shares
The New Shares will be the same class as, and will rank equally with, Existing
Shares.
Application Price NZD$0.95 per New Share.
Offer size The maximum amount that may be raised under the Entitlement Offer is
approximately NZD$8.0 million (before Entitlement Offer expenses).
The maximum amount that may be raised under the Entitlement Offer and
Placement is approximately NZD$15.0 million.
Existing Shares
currently on issue
64,722,312 Existing Shares
Number of New
Shares being
offered
The maximum number of New Shares that are being offered under the
Entitlement Offer is 8,405,495 New Shares (subject to the application of
rounding on the Record Date).
BLACK PEARL GROUP LIMITED – OFFER DOCUMENT
7
The maximum number of New Shares that are being offered under the
Placement is 7,396,916 New Shares.
Underwriting This Offer is not underwritten.
BLACK PEARL GROUP LIMITED – OFFER DOCUMENT
8
SECTION 4: IMPORTANT DATES
Institutional Offer
This timetable is relevant to Eligible Institutional Shareholders who intend to participate in the
Institutional Offer, which is being conducted alongside the Placement.
Key event Date
Trading halt commenced on the NZX Market and offer announced Tuesday, 12 August 2025
Institutional Offer and Placement opens at 9:00am (NZST) Tuesday, 12 August 2025
Institutional Offer and Placement closes at 7:00pm (NZST) Tuesday, 12 August 2025
Record Date 5:00pm (NZST) Wednesday, 13 August 2025
Results of the Institutional Offer and Placement announced Wednesday, 13 August 2025
Trading halt lifted on the NZX Market (pre-market open) Wednesday, 13 August 2025
Settlement and allotment of Institutional Offer and Placement and
commencement of trading of New Shares on the NZX Market
Tuesday, 19 August 2025
Retail Offer
This timetable is relevant to Eligible Retail Shareholders who intend to participate in the Retail Offer.
Key event Date
Record Date 5:00pm (NZST) Wednesday, 13 August 2025
Retail Offer opens at 9:00am (NZST) Monday, 18 August 2025
Retail Offer closes at 5:00pm (NZST) Monday, 25 August 2025
Results of the Retail Offer announced to the NZX Market Thursday, 28 August 2025
Settlement and allotment of New Shares under the Retail Offer
and commencement of trading of New Shares on the NZX Market
Monday, 1 September 2025
Applicants are encouraged to apply via the online application process as soon as possible. No cooling-
off rights apply to applications submitted under the Offer and once an application is submitted, it cannot
be withdrawn without Blackpearl Group’s prior consent.
The dates set out in the tables above (and any references to them in this Offer Document) are subject
to change and are indicative only. All times and dates refer to New Zealand times and dates (unless
otherwise specified). Subject to the NZX Listing Rules, Blackpearl Group (in consultation with the Lead
Manager) reserves the right to amend the timetables (including by extending the closing dates for the
Offer or accepting late applications, either generally or in particular cases). Any extension of the closing
dates for the Offer will have a consequential effect on the timing of the Allotment Date.
BLACK PEARL GROUP LIMITED – OFFER DOCUMENT
9
SECTION 5: DETAILS OF THE ENTITLEMENT OFFER
Overview
The Entitlement Offer
This Entitlement Offer is an offer of New Shares to Eligible Institutional Shareholders and Eligible Retail
Shareholders under a pro rata accelerated non-renounceable entitlement offer. Under the Entitlement
Offer, Eligible Shareholders are entitled to subscribe for 1 New Share for every 7.70 Existing Shares
held at 5:00pm (NZST) on the Record Date at the Application Price. The New Shares will be the same
class as, and will rank equally with, Existing Shares which are quoted on the NZX Market. Entitlements
cannot be traded or sold on the NZX Market, nor can they be traded privately.
It is a term of the Offer that Blackpearl Group will take any necessary steps to ensure that the New
Shares are, immediately after issue, quoted on the NZX Market.
The Entitlement Offer comprises the following components which, except where otherwise expressly set
out in this Offer Document, are offered on identical terms:
• the Institutional Offer (which will be conducted alongside the Placement); and
• the Retail Offer.
The Institutional Offer and Retail Offer components are explained in further detail below.
The maximum number of New Shares that are being offered under this Entitlement Offer is 8,405,495
(subject to rounding). Blackpearl Group may raise up to approximately NZD$15.0 million through the
Offer.
Ineligible Shareholders are unable to participate in the Offer.
Application Price
The Application Price is NZD$0.95 per New Share. The Application Price represents a 13.6% discount
to the closing price of a Share on Monday, 11 August 2025 (NZD$1.10) and a 15.0% discount to the 5-
day VWAP of NZD$1.12 per Share (calculated up to close of trading on Monday, 11 August 2025, being
the last trading day before the announcement of this Offer).
The Application Price must be paid in full on application. Payment of the Application Price for the Retail
Offer must be made in accordance with the application instructions. Blackpearl Group may accept or
reject (at its discretion) any application which it considers is not completed correctly and may correct
any errors or omissions in an application. An application may not be withdrawn without Blackpearl
Group’s prior consent once submitted.
Application monies received in the Retail Offer will be held in a trust account with MUFG until the
corresponding New Shares are allotted or the application monies are refunded. Interest earned on the
application monies will be for the benefit, and remain the property of, Blackpearl Group and will be
retained by Blackpearl Group whether or not the issue of New Shares takes place. Any refunds of
application monies (without interest) will be made within 5 Business Days of the Allotment Date or the
date that the decision not to accept an application is made (as the case may be).
Withdrawal
Subject to Blackpearl Group’s compliance with all applicable laws, Blackpearl Group reserves the right
to withdraw the Offer at any time at its absolute discretion. If the Offer is withdrawn, all application
monies received will be refunded (without interest) to the relevant Applicants.
BLACK PEARL GROUP LIMITED – OFFER DOCUMENT
10
The Institutional Offer
Eligibility under the Institutional Offer
The Institutional Offer is only open to Eligible Institutional Shareholders. Blackpearl Group in
consultation with the Lead Manager will determine the Institutional Shareholders who will be treated as
Eligible Institutional Shareholders for the purpose of determining the Shareholders to whom an offer of
New Shares will be made under the Institutional Offer. In exercising this discretion, Blackpearl Group
and the Lead Manager may have regard to a number of matters, including legal and regulatory
requirements. Blackpearl Group in consultation with the Lead Manager will determine which Institutional
Shareholders, if any, will be treated as Ineligible Institutional Shareholders.
Blackpearl Group reserves the right to reject any application for New Shares under the Institutional Offer
that it considers comes from a person who is not an Eligible Institutional Shareholder.
Acceptance of Entitlement under the Institutional Offer
The Lead Manager will contact Eligible Institutional Shareholders to inform them of the terms and
conditions of participation in the Institutional Offer and to confirm their Entitlement under the Offer.
Applications for New Shares by Eligible Institutional Shareholders can only be made by direct
engagement with the Lead Manager.
Settlement of the Institutional Offer
Settlement of the Institutional Offer and allotment of the New Shares under the Institutional Offer will
occur on the Institutional Settlement Date.
The Retail Offer
Eligibility under the Retail Offer
The Retail Offer is only open to Eligible Retail Shareholders.
The Retail Offer does not constitute an offer to any person who is not an Eligible Retail Shareholder
(including any Institutional Shareholder or an Ineligible Retail Shareholder). Any person allocated New
Shares under the Institutional Offer or Placement is not able to participate in the Retail Offer in respect
of those New Shares.
Blackpearl Group reserves the right to reject any application for New Shares under the Retail Offer that
it considers comes from a person who is not an Eligible Retail Shareholder.
None of Blackpearl Group, the Lead Manager or MUFG or any of their respective directors, officers,
employees, agents, or advisers accept any liability or responsibility to determine whether a person is
eligible to participate in the Institutional Offer.
Acceptance of Entitlement under the Retail Offer
If you are an Eligible Retail Shareholder, you may:
• take up all of your Entitlement;
• take up all of your Entitlement and apply for additional New Shares in the Oversubscription
Facility;
• take up some of your Entitlement; or
• do nothing.
BLACK PEARL GROUP LIMITED – OFFER DOCUMENT
11
If you are an Eligible Shareholder and you do not take up all of your Entitlement or do nothing, your
current shareholding will be diluted as a result of the issue of New Shares under the Offer. Eligible Retail
Shareholders will not receive any consideration in respect of their lapsed Entitlement. As discussed
below, to maintain your percentage holding (given the Placement) you will need to take up your full
Entitlement and apply for (and receive) New Shares from the Oversubscription Facility.
An Eligible Retail Shareholder’s Entitlement to participate in the Retail Offer will be set out in the online
application form. Applications for New Shares can be made via an online application at
blackpearl.capitalraise.co.nz. Alternatively, if you are not in a position to apply online, you may contact
MUFG to discuss alternative options (please refer to the Directory for contact details).
Any person outside New Zealand who takes up an Entitlement in the Retail Offer through a New Zealand
resident nominee, and their nominee, will be deemed to have represented and warranted to Blackpearl
Group and the Lead Manager that the Offer can be lawfully made to that nominee pursuant to this Offer
Document and its underlying beneficial owner. None of Blackpearl Group, the Lead Manager or MUFG
or any of their respective directors, officers, employees, agents, or advisers accept any liability or
responsibility to determine whether a person is eligible to participate in the Retail Offer.
Oversubscription Facility
An Eligible Retail Shareholder who takes up their full Entitlement may apply for additional New Shares
from the Oversubscription Facility at the Application Price. If there are insufficient New Shares available
in the Oversubscription Facility to satisfy all Oversubscription Facility applications, those applications
may be scaled. Scaling will be undertaken at the discretion of Blackpearl Group (in consultation with the
Lead Manager) but with a view to first enabling all applicants to not incur any dilution to their
proportionate shareholding in Blackpearl Group as a result of the Placement and, second, by reference
to those applicants’ shareholdings as at the Record Date.
An Eligible Retail Shareholder would need to take up all of their Entitlement and subscribe for and
receive New Shares in the oversubscription facility of approximately 88.0% of their Entitlement as at the
Record Date (which will be stated on their application form) to be assured of maintaining their
proportionate shareholding in Blackpearl Group and not being diluted by the Placement.
Settlement of the Retail Offer
Settlement of the Retail Offer and allotment of the New Shares under the Retail Offer will occur on the
Retail Settlement Date.
Nominees
If you hold Existing Shares as a nominee for more than one person, you may (depending on the nature
of each such person) be an Eligible Institutional Shareholder, Ineligible Institutional Shareholder, Eligible
Retail Shareholder or Ineligible Retail Shareholder with regard to the Entitlement of each such person.
Notice to nominees and custodians
The Retail Offer is being made to all Eligible Retail Shareholders. Nominees and custodians with
registered addresses in eligible jurisdictions, irrespective of whether they participated under the
Institutional Offer, may also be able to participate in the Retail Offer in respect of some or all of the
beneficiaries on whose behalf they hold Existing Shares, provided that the applicable beneficiary would
satisfy the criteria for an Eligible Retail Shareholder.
Nominees and custodians who hold Shares as nominees or custodians will receive a letter from
Blackpearl Group. Nominees and custodians should consider carefully the contents of that letter and
note in particular that the Retail Offer is not available to, and they must not purport to accept the Retail
Offer in respect of:
• beneficiaries on whose behalf they hold Existing Shares who would not satisfy the criteria for
an Eligible Retail Shareholder;
BLACK PEARL GROUP LIMITED – OFFER DOCUMENT
12
• Eligible Institutional Shareholders who received an offer to participate in the Institutional Offer
(whether they accepted their Entitlement or not);
• Ineligible Institutional Shareholders who were ineligible to participate in the Institutional Offer;
or
• Ineligible Shareholders who are not eligible under applicable securities laws to receive this
Offer.
Blackpearl Group is not required to determine whether or not any registered Shareholder is acting as a
nominee or the identity or residence of any beneficial owners of Shares or Entitlements. Where any
Shareholder is acting as a nominee for a foreign person, that Shareholder, in dealing with its beneficiary
will need to assess whether indirect participation by the beneficiary in the Retail Offer is in compliance
with applicable foreign laws.
Overseas Shareholders
The Offer is only open to Eligible Shareholders. Blackpearl Group has determined that it would be unduly
onerous to extend the Retail Offer to Ineligible Retail Shareholders and the Institutional Offer to Ineligible
Institutional Shareholders because of the relatively small number of such Shareholders, expected levels
of applications from these Shareholders and the cost of complying with the applicable regulations in
jurisdictions outside New Zealand.
This Offer Document is only being sent by Blackpearl Group to Eligible Shareholders. The distribution
of this Offer Document (including an electronic copy) outside New Zealand may be restricted by
applicable laws. Any failure to comply with such restrictions may contravene applicable securities law.
Nominees and custodians may not permit any beneficial Shareholder to participate in the Offer who is
located in any other country outside New Zealand.
Terms and ranking of New Shares
New Shares will rank equally with, and have the same voting rights, dividend rights and other
entitlements as, Existing Shares in Blackpearl Group quoted on the NZX Market. It is a term of the Offer
that Blackpearl Group will take any necessary steps to ensure that the New Shares are, immediately
after issue, quoted on the NZX Market.
Quotation on NZX
NZX is a licensed market operator, and the NZX Market is a licensed market under the Financial Markets
Conduct Act 2013.
The New Shares will be quoted on the NZX Market on completion of allotment procedures. It is expected
that trading on the NZX Market of the New Shares issued under the Institutional Offer and Retail Offer
will commence on the applicable Allotment Date.
BLACK PEARL GROUP LIMITED – OFFER DOCUMENT
13
SECTION 6: OFFER STRUCTURE
Accelerated Non-Renounceable Entitlement Offer structure
Blackpearl Group has chosen to structure the Offer as an accelerated non-renounceable entitlement
offer (ANREO). This means that, compared to an accelerated renounceable entitlement offer, the
Entitlements are not tradeable (publicly or privately) and there is no shortfall bookbuild of the New
Shares that are not taken up under the Offer.
The Board considers that an ANREO structure is in the best interests of Blackpearl Group after carefully
considering alternative structures and weighing the benefits of this structure against the expected impact
on non-participating and Ineligible Shareholders.
Blackpearl Group has elected not to obtain expert investment banking or corporate finance advice in
relation to the merits of the ANREO structure. Blackpearl Group considers the ANREO structure best
achieves the objectives for the Offer as discussed below, and that those objectives are in the best
interests of both existing Shareholders and the Company.
In determining that the Offer is in the best interests of Blackpearl Group and its Shareholders, the
Blackpearl Group Board has considered the following matters:
• Higher certainty of upfront proceeds: The institutional component within an ANREO is
accelerated (generally conducted soon after launch), allowing institutional and other eligible
shareholders to take up their pro rata rights alongside the placement and prior to the opening
of the retail offer. This allows a significant portion of the total proceeds from the capital raise to
be raised at the front-end of the process and reduces the reliance placed on the retail offer.
Given a portion of the raised proceeds will be immediately used to fund the acquisition of B2B
Rocket Inc., upfront certainty of proceeds is paramount.
• Greater Flexibility to allocate New Shares helps broaden register: unlike a renounceable
offer, an ANREO provides Blackpearl Group with greater flexibility to place any New Shares not
taken up by Eligible Shareholders (at the Application Price). Broadening Blackpearl Group’s
institutional shareholder base is a key objective for the company to drive greater liquidity (and
price discovery). Blackpearl is also intending to complete a foreign exempt listing on the ASX
Market (assuming Blackpearl Group’s listing application is accepted) as part of this strategy.
• Certainty of Application Price: The ANREO structure provides certainty as to the Application
Price payable by Eligible Shareholders under the Offer. The Application Price is fixed and will
remain the same for all Applicants and participants in the Placement and Entitlement Offer. This
pricing certainty is also provided for the over-subscription facility, which is a key mechanism for
shareholders who wish to participate pro-rata and not have their shareholding diluted across
the Placement and ANREO. Under a renounceable offer, these shareholders would have to
purchase some rights from other shareholders which would likely incur an additional cost.
• Lower Share Price Discount: The accelerated nature of an ANREO compared to a traditional
retail rights issue allows for the Application Price to be set at a smaller discount to the market
price than if the offer was open for a longer period (as required under a traditional rights issue).
A longer offer timetable would expose the Share price to longer periods of potential market
volatility, which would typically lead to the application price per share being at a higher discount
to the market price to account for this.
• Reduced Execution Risk: The non-renounceable nature of an ANREO significantly reduces
the total offer length given there is no trading of rights or shortfall bookbuild, allowing
participating Eligible Shareholders to settle at an earlier date and reducing exposure to potential
short-term price pressure, which may occur in a traditional rights issue.
BLACK PEARL GROUP LIMITED – OFFER DOCUMENT
14
Impact of an ANREO structure on non-participating Shareholders
This Offer is only open to Eligible Shareholders. Eligible Shareholders are not obliged to subscribe for
any or all of the New Shares to which they are entitled to under the Offer. Ineligible Shareholders and
Eligible shareholders who do not take up their full Entitlements will have their Shareholdings diluted
upon allotment of the New Shares and will not receive any compensation.
Dividend Policy
Blackpearl Group does not intend to declare or pay dividends in the medium term, as it intends to
reinvest any profits into Blackpearl Group’s growth and strategic development.
BLACK PEARL GROUP LIMITED – OFFER DOCUMENT
15
GLOSSARY
Allotment Date In respect of the:
• Institutional Offer: Tuesday 19 August 2025; and
• Retail Offer: Monday, 1 September 2025.
Applicant An applicant under the Offer.
Application Price NZD$0.95 per New Share.
ASX Market The Australian equity security market operated by ASX Limited
Blackpearl Group or
Company
Black Pearl Group Limited.
Business Day Has the meaning giving to that term in the NZX Listing Rules.
Eligible Institutional
Shareholder
An Institutional Shareholder who, as at 5.00pm (NZST) on the Record Date,
was recorded in Blackpearl Group’s share register as being a Shareholder
who has an address in New Zealand or is a person who Blackpearl Group is
satisfied the Institutional Offer may be made to under all applicable laws
without the need for any registration, lodgement or other formality (other than
a formality with which Blackpearl Group is willing to comply).
Eligible Retail
Shareholder
A person who, as at 5.00pm (NZST) on the Record Date, was recorded in
Blackpearl Group’s share register as being a Shareholder, whose address
is recorded in Blackpearl Group’s share register as being in New Zealand
(or who Blackpearl Group otherwise approves in its discretion), who is not
an Institutional Shareholder, and is eligible under all applicable securities
laws to receive the Retail Offer.
Eligible
Shareholder
An Eligible Retail Shareholder or an Eligible Institutional Shareholder.
Entitlement
A right to subscribe for 1 New Share for every 7.70 Existing Shares held on
the Record Date at the Application Price, on the terms and conditions set
out in this Offer Document.
Entitlement Offer
The offer of New Shares offered under the pro-rata accelerated non-
renounceable entitlement offer described in this Offer Document and
comprising the Institutional Offer and Retail Offer.
Existing Share A Share on issue as at the Record Date.
FMCA The Financial Markets Conduct Act 2013.
Ineligible
Institutional
Shareholder
An Institutional Shareholder that is not an Eligible Institutional Shareholder
Ineligible Retail
Shareholder
A Shareholder who is not an Institutional Shareholder or an Eligible Retail
Shareholder.
Ineligible
Shareholder
A Shareholder other than an Eligible Shareholder.
Institutional Offer The offer of New Shares to Eligible Institutional Shareholders.
Institutional
Settlement Date
The date of settlement of New Shares under the Institutional Offer, expected
to be Tuesday, 19 August 2025.
BLACK PEARL GROUP LIMITED – OFFER DOCUMENT
16
Institutional
Shareholder
A Shareholder who, in relation to the Institutional Offer, is a wholesale
investor as defined in the FMCA or who Blackpearl Group is satisfied the
Institutional Offer may be made to under all applicable laws without the need
for any registration, lodgement or other formality (other than a formality with
which Blackpearl Group is willing to comply).
Investor
Presentation
The investor presentation for this Offer released to the market on 12 August
2025.
Lead Manager Craigs Investment Partners Limited.
MUFG MUFG Pension & Market Services.
New Share
A Share in Blackpearl Group offered under the Offer of the same class as,
and ranking equally in all respects with, Blackpearl Group's quoted Shares
at the Allotment Date.
NZX NZX Limited.
NZX Market The main board equity security market operated by NZX.
Offer The offer of New Shares pursuant to the Placement and Entitlement Offer
Offer Document This document.
Oversubscription
Facility
Means the facility comprising the New Shares represented by all Eligible
Retail Shareholder Entitlements that are not taken up.
Placement
Means a placement of New Shares to investors at the Application Price, to
raise approximately up to NZD$7.0 million, as announced on the NZX Market
on 12 August 2025.
Record Date Wednesday, 13 August 2025.
Retail Offer The offer of New Shares to Eligible Retail Shareholders.
Retail Settlement
Date
The date of settlement of New Shares under the Retail Offer, expected to be
Monday, 1 September 2025.
Share A fully paid ordinary share in Blackpearl Group.
Shareholder A registered holder of Shares.
BLACK PEARL GROUP LIMITED – OFFER DOCUMENT
17
DIRECTORY
Black Pearl Group Limited
40 Johnston Street
Wellington 6011
Email: hello@blackpearlgroup.com
Website: https://www.blackpearl.com/investors
Offer website: blackpearl.capitalraise.co.nz
Share Registry
C/- MUFG Pension & Market Services
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
Telephone: +64 9 375 5998
Email: applications.nz@cm.mpms.mufg.com
Lead Manager
Craigs Investment Partners Limited
Level 36, Vero Centre
48 Shortland Street
Auckland 1010
Legal Advisors (New Zealand)
Duncan Cotterill
Level 5 Duncan Cotterill House
50 Customhouse Quay
Wellington 6011
New Zealand
Legal Advisors (Australia)
Lander & Rogers
Level 19 Angel Place
123 Pitt Street
Sydney NSW 2000
Australia
---
Creating Motivating
Opportunities
EQUITY RAISING PRESENTATION – AUG 2025
→ TURNING DATA INTO DOLLARS
Disclaimer
INVESTOR RELATIONS
BLACKPEARL GROUP
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 entitlement 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 BPG.
However, it is important to note that actual outcomes 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
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 should not form the basis for such an
investment decision.
PAGE 2
AUG 2025
Executive
Summary
KEY MESSAGES
INVESTOR RELATIONS
BLACKPEARL GROUP
Blackpearl Business
Overview
Blackpearl Group Limited (NZX: BPG) is a high-growth, New Zealand-based Data & AI Company, focused on AI-
powered sales and marketing solutions for SMEs in the U.S.
Founded in 2012, our products provide a new way for SMEs to find, engage, and convert new customers - turning
complex data into clear, revenue-generating actions.
Solving the SME Growth
Challenge
SMEs consistently struggle with limited resources, overwhelming data, and inefficient customer acquisition tools.
Blackpearl is solving this with smart, scalable tech that delivers real results:
Prospect Smarter: AI-powered targeting with precision outreach.
Convert Faster: Simplified sales workflows and strategy automation.
Spend Better: Maximise ROI by eliminating reliance on legacy ad channels.
Blackpearl Proprietary
Platform and Product Suite
At the core of Blackpearl is the Pearl Engine - a proprietary, high-velocity product platform that has created:
Pearl Diver – Launched in March 2023, flagship prospecting tool that delivers deep marketing intelligence and
reduces dependence on traditional advertising.
Bebop – Launched in March 2025, an AI-powered platform / agent that builds tailored sales strategies
specific for each SME.
B2B Rocket - Signed to acquire 100% of B2B Rocket (US AI sales automation). Adds ~US$2.1m ARR, growing
up to US$295k/month. Completion expected Aug 2025.
Growth Horizons and Key
Upcoming Catalysts
Blackpearl is accelerating toward NZD$20M ARR target in 4 - 9 months and targeting NZD$50M+ ARR within 3 - 5
years. Key growth drivers include:
Expanding Pearl Diver with new tiers and functionality.
Bebop unlocking new SME verticals and decision-makers.
Strategic acquisitions to complement existing product suite and consolidate market share.
ASX foreign exempt listing application filed and expected completion within 3 months, following completion of
B2B Rocket audit.
Financial Highlights
as of 30 June 2025
Annual Recurring Revenue (ARR) of $17.5m (including B2B Rocket), up 105% year-on-year, reflecting strong growth
momentum.
Efficient customer acquisition, with a CAC payback period of just 4.0 months excluding B2B Rocket.
High operating leverage, with ARR per employee at $264k (excluding B2B Rocket) and expected to continue
increasing.
PAGE 3
AUG 2025
Investment
Highlights
KEY TAKEAWAYS
INVESTOR RELATIONS
BLACKPEARL GROUP
Compelling Value
Proposition
Scalable Platform
Proven Growth
Track Record
Strong Outlook
US Market
Opportunity
Experienced team
An affordable alternative to the
increasingly expensive and opaque
paid digital advertising providers
Enables SMBs to use data and
leading AI to identify potential
customers, optimise marketing
initiatives and improve sales
Applicable to all SME sectors
Proprietary and highly scalable Data
Integration Platform utilising 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
Pearl Diver continues to underpin
BPG’s growth, contributing the
majority of the Group’s $14.0m ARR as
at 30 June 2025 - just over two years
post-launch.
Following B2B acquisition, Group ARR
will have increased by 105% year-on-
year to $17.5m (including acquisition),
driven by strong customer acquisition
and a continued focus on high-value
accounts.
BPG has grown ARR 10x twice:
$100k to $1 million (2020 to 2022)
and $1 million to $10 million (2022
to 2024)
Now targeting $20 million of ARR
in 4-9 months and $50 million in
ARR within 3- 5 years
Sold into the large US SME market
Global opportunities
Experienced and energised
management team with the
experience and capabilities to
execute BPG’s growth strategy
Highly experienced US based
Chairman providing strong
guidance
PAGE 4
AUG 2025
30 JUN 2025
Q1 Financial Highlights
INVESTOR RELATIONS
BLACKPEARL GROUP
FINANCIAL PERFORMANCE
AS OF Q1 FY26 - 30 JUNE.
1 APR 2025
REVENUE CHURN WITHOUT ACQUISITION
4.9%
As of 30 June 2025.
$17.5m
As of 30 June 2025.
105% INCREASE YOY
CAC PAYBACK PERIOD WITHOUT ACQUISITION
4.0mo
As of 30 June 2025.
0.4PPT DECREASE QOQ24% IMPROVEMENT QOQ
PAGE 5
ARR PER EMPLOYEE WITHOUT ACQUISITION
$264K
As of 30 June 2025.
5% INCREASE YOY
ARR WITHOUT ACQUISITION
$14.0m
As of 30 June 2025.
63% INCREASE YOY
ANNUAL RECURRING REVENUE (ARR)
ACQUISITION COMMENTARY
Includes anticipated consolidation of B2B Rocket
The conditional acquisition of B2B Rocket lifts ARR to $17.5M
as at 30 June 2025.
This deal delivers not just revenue scale but significant
strategic upside - B2B Rocket’s AI is our most requested
integration across Pearl Diver and Bebop, with standalone
ARR growth of ~144% over 6 months.
AUG 2025
Our Board
Our team is a powerhouse of innovators, problem-solvers,
and AI pioneers with expertise in tech, strategy, and
business growth.
INVESTOR RELATIONS
BLACKPEARL GROUP
Tim Crown
CHAIRMAN
ARIZONA, USA
Nick LisetteMark OsborneJyllene MillerHugo Fisher
DIRECTOR AND
CHIEF EXECUTIVE OFFICER
WELLINGTON, NZ
DIRECTOR
NORTHLAND, NZ
DIRECTOR
ARIZONA, USA
DIRECTOR
AUCKLAND, NZ
Blackpearl Group’s Board combines global leadership, financial expertise, and deep US market experience.
Our Chair is the co-founder and current Chairman of Insight Enterprises, a Fortune 500 global IT solutions company listed on NASDAQ,
employing over 10,000 people across 19 countries. Our Board members each bring over 25 years’ experience across financial policy,
governance, investment markets, and C-suite leadership, spanning New Zealand, Australia, Asia, and the United States.
PAGE 6
AUG 2025
Our Tech Leadership
Our team is a powerhouse of innovators, problem-solvers,
and AI pioneers with expertise in tech, strategy, and
business growth.
INVESTOR RELATIONS
BLACKPEARL GROUP
Sam Daish
CTO
Sophie WhelanMax PolaczukChloe Kyrke-SmithChris Herrmann
VP OF SOFTWARE
DEVELOPMENT
VP OF AIVP OF PRODUCTHEAD OF ENGINEERING
Blackpearl Group’s senior technology leadership brings together deep expertise in AI, machine learning, and large-scale system development,
with a proven track record of building, scaling, and commercialising globally successful technology products.
The team combines decades of experience across leading tech companies – including Xero – and high-growth startups that have successfully
exited or scaled internationally. Together, they’ve launched AI platforms reaching millions of users, developed enterprise-grade systems, and
built commercial products that bridge data science and real-world business impact.
PAGE 7
AUG 2025
INVESTOR RELATIONS
BLACKPEARL GROUP
We empower SMEs by transforming
data into dollars, bridging the gap in
finding, analysing, and acting on data to
fuel growth in sales and marketing.
OUR PURPOSE
PAGE 8
AUG 2025
→ 03: ACT
SMEs get overwhelmed by the
effort required to monetize those
opportunities.
The Problem We Solve
WE MAKE IT EASY FOR US SMES TO FIND AND WIN NEW CUSTOMERS
→ 01: DISCOVER→ 02: ANALYSE
SME businesses struggle to locate
and access the right data to drive
revenue.
SMEs lack the skills and resources
to extract opportunities.
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 9
AUG 2025
P E A R L
E N G I N E
INVESTOR RELATIONS
BLACKPEARL GROUP
Our Products
PRODUCT SUITE
Blackpearl Group builds technology that makes data-
powered growth accessible to every business. Each
of our products unlocks a different way for small
businesses to generate demand, grow faster, and
market smarter.
Pearl Diver finds the buyers ready to buy. Bebop
delivers leads and insights with intent. B2B Rocket
books qualified meetings with AI agents. Black Pearl
Mail transforms everyday emails into marketing. New
Old Stamp makes email signature management
effortless.
Together, we’re creating tools that empower small
businesses to grow.
PAGE 10
AUG 2025
Business Model, Pricing & Broad ROI
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 11
Pricing designed for high-yield ROI across self-serve and wholesale channels.
Product
% of ARR
(As of 30 June 2025,
incl. B2B Rocket ARR)
Pricing (USD)
(As of 30 June 2025.)
Subscription TermsDelivery & SupportTypical ROI Context
Pearl Diver58%
Tiered pricing/month (USD):
Tier 1: $917, Tier 2: $1818, Tier 3: $3k
Monthly contracts
Volume-based (identified
visits, intent audiences)
Managed onboarding
CX & Eng support (top tiers)
Avg CPC: $4.12
Typical monthly budget: $3K–$15K
3–10x ROI vs CPC-based intent platforms
Bebop
9%
$69.95/month (USD)
Monthly
Self-serve
Fully self-service
Avg ACV of B2B product sold: ~$5K–$20K
Break-even on 1–2 conversions p.a.
Bebop Teams$495/month for 5 seats + $69/extra
Monthly
5 seat min.
Fully self-service
Designed for SME sales teams
Avg ACV: $20K–$100K
High-leverage across 5+ seat teams
ROI scales with seat count and sales velocity
B2B Rocket20%
Tiered pricing (USD p.a.):
Basic: $7.2K, Scale: $11.7K, Unlimited:
$16.2K
Quarterly and annual upfront
Seat-based packages
Fully self-service
AI agents onboarded
automatically
Avg ACV: $5K–$50K
High efficiency for outbound SDR replacement
Break-even on ~1 deal/month
Wholesale (PD /
Bebop Labs)
N/A - Aggregated
under parent product
Variable (bulk data licensing)
Customised contractsAPI delivery or flat file
Avg CPC: $2.75–$5.50
Agency/client media budgets: $15K–
$100K+/mo
ROI driven by activation efficiency +
addressable reach
AUG 2025
PAGE 12
AUG 2025
14hrs
Time saved
per sales rep
Dossiers
Created
12
INVESTOR RELATIONS
BLACKPEARL GROUP
Bebop
AI agent that finds business development leads and
delivers rich background insights and sales angles,
allowing salespeople to focus on selling rather than
researching.
4–6 hrs/week saved per rep by automating
research, ICP checks, and call prep
Dossiers replace hours of manual prospecting with
actionable insights
Real-time coaching boosts rep confidence,
onboarding speed, and close rates
30–50% faster first outreach reported by beta
users using Bebop playbooks.
INVESTOR RELATIONS
BLACKPEARL GROUP
Pearl Diver
Identifies who is engaging with a company’s website and
provides detailed profiles. Enables precise retargeting via
online marketing (e.g. Facebook, Google Adwords), boosting
conversion rates and reducing acquisition costs.
50–75% of website traffic is bot noise - Pearl Diver
cuts through that to surface the 20–25% real visitors
worth retargeting
Pearl Diver identifies your real visitors with rich profiles -
so you only spend ad dollars on real people with real
intent.
Clients using Pearl Diver see over 24% lower CPL plus lift
in order value - and 91% of B2B tech marketers report
intent data gives them a competitive edge.
PAGE 13
AUG 2025
INVESTOR RELATIONS
BLACKPEARL GROUP
Introducing
B2B Rocket
Conditional agreement signed to acquire 100% of B2B
Rocket Inc., a US-based AI sales automation platform.
Completion expected August 2025.
Key highlights:
Adds ~US$2.1m ARR, growing up to US$295k/month.
Strengthens product suite – bridges gap from data
(Pearl Engine) to execution.
Creates bundled “identify-to-meeting” AI solution for
US SMBs.
PAGE 14
AUG 2025
INVESTOR RELATIONS
BLACKPEARL GROUP
Unlocking Value
Key Transaction Terms
~2× ARR acquisition multiple of US$5M in cash and stock up-front, with a
growth-based earn-out.
Earn-out structured to reward performance; aligned to 10× revenue over five
years.
Payment of up to US$3M in two years depending on how ARR levels are
grown or maintained.
Strategic Fit & Synergy
~30% of Pearl Diver’s monthly leads that don’t qualify as SQLs are ideal for
B2B Rocket.
BPG’s proprietary data significantly improves B2B Rocket’s current supply -
driving stronger customer results and unlocking new product potential.
Bundled AI advantage: Combined offering creates a full-funnel “identify-to-
meeting” engine tailored for US SMBs.
PAGE 15
AUG 2025
Enabling Future Growth
BLACKPEARL GROUP
PAGE 16
INVESTOR RELATIONSAUG 2025
Black Pearl MailNew Old StampPearl DiverBebopB2B Rocket
Q1 FY22
Q2 FY22
Q3 FY22
Q4 FY22
Q1 FY23
Q2 FY23
Q3 FY23
Q4 FY23
Q1 FY24
Q2 FY24
Q3 FY24Q3 FY24
Q1 FY25
Q2 FY25
Q3 FY25
Q4 FY25
Q1 FY26
$0
$5,000,000
$10,000,000
$15,000,000
Proven Track
Record
DELIVERING ON OUR STRATEGY
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 17
The Pearl Engine enables rapid, cost-efficient
product development.
ARR grew 63% YoY in Q1 FY26 - driven primarily by
our flagship product, Pearl Diver.
Pearl Diver reached nearly $10M ARR within 24
months of launch.
Bebop is accelerating even faster, achieving $1.2M
ARR in just 45 days - twice the speed of Pearl
Diver’s early trajectory. (Note: PD sales and
marketing team were seconded to Bebop for Q1).
Adding B2B Rocket contributes a further ~US$2.1m
ARR, expanding both scale and strategic reach.
ARR GROWTH
QUARTER, FY
TOTAL ARR (NZD)
PEARL DIVER
LAUNCH
Q4 & Q1
BEBOP LAUNCH
Q4 & Q1
AUG 2025
Bebop
INVESTOR RELATIONS
BLACKPEARL GROUP
St rongest product-market fit we’ve seen
Lower price and cost vs. Pearl Diver
Faste st ARR growth in beta to date
Beta Highlights
"Helping business owners with saving on
monthly billing expenses and generating
customers"
SMALL BUSINESS OWNER, AZ
$1.2m
ANNUAL RECURRING REVENUE ACHIEVED BY BEBOP
45d
45 DAYS POST-LAUNCH
"I believe Bebop is the future of
developing leads for business with the
assistance of AI. Its affordability and ease
of use make it attractive."
SMALL BUSINESS OWNER, RI
PAGE 18
DELIVERING ON OUR STRATEGY
AUG 2025
Next Stage of
Pearl Diver
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 19
During the year, we continued investing in Pearl Diver
to unlock a new, higher-tier customer base.
These customers not only deliver higher ARPU but
also show stronger retention.
ARPU grew 92% year-on-year in Q1 (excluding the
B2B acquisition), driven by strong uptake of new
higher-tier packages, with continued uplift
throughout FY25.
This uplift will be further accelerated by the
introduction of wholesale agreements - a strategic
expansion into customers with end clients of their
own.
Q1 FY24Q2 FY24Q3 FY24Q4 FY24Q1 FY25Q2 FY25Q3 FY25Q4 FY25Q1 FY26
0
500
1000
1500
ARPU GROWTH
QUARTER, FY
TOTAL PD ARPU (NZD)
DELIVERING ON OUR STRATEGY
AUG 2025
1B Email
Signals
18M+
firmographic
& 300M+
demographic
data points
500,000+
Websites
40k+ B2B &
B2C topics
INVESTOR RELATIONS
BLACKPEARL GROUP
Wholesale
PAGE 20
A natural extension of the Pearl Diver and Bebop sales
motion, this capability unlocks a high-value segment:
customers with end clients of their own - such as
marketing agencies and media firms - who need to either
white-label our insights (clearskin) or integrate them via API.
These customers typically engage through annual
contracts and drive strong unit economics.
Highlights
Companies using buying signals see a 43%↑ increase
in deal size
97% of B2B marketers say intent data gives them a
competitive edge.
AUG 2025
SOURCE: ROLLWORKS & ASCEND2 – “STATE OF INTENT DATA” REPORT, NOVEMBER 2022
Our Technology
BLACKPEARL GROUP
PAGE 21
INVESTOR RELATIONSAUG 2025
Our Platform is
Our Differentiation
Pearl Engine enables the creation of new products at
extreme pace - Pearl Diver was developed in 45 days,
Bebop in 90 days.
It integrates multiple data sources seamlessly whilst
leveraging a library of reusable, battle-tested
components to launch enterprise-grade products at
a pace few competitors can match.
Commercially, the shared platform creates
economies of scale and streamlined maintenance -
reducing marginal cost as the product suite expands.
Speed is the only true competitive advantage in an
AI-driven world.
BLACKPEARL GROUP
INVESTOR RELATIONS
PAGE 22
PROCESSING THROUGHPUT (ROWS/DAY)
2023: 100K
2024: 6 BILLION2025: 21 BIILLION
30TB
→ SCALABILTY
Shared platform lowers marginal
costs and simplifies growth.
DATA INGESTION (MONTH)
2025: NOW INGESTING 30 TB/MONTH
PLATFORM GROWTH & EVOLUTION
2023
LAUNCHED SMALL AZURE FUNCTION APP
2024
ADDED WEB APP, EXTERNAL/PUBLIC REST API, 2 MICROSERVICES
2025
LAUNCHED GENERATIVE AI, AD/CRM INTEGRATIONS, ON-DEMAND AI RESEARCH, PLUG-AND-PLAY LLMS, 9 MICROSERVICES, AND 13M SITES
AUG 2025
Beta
INVESTOR RELATIONS
BLACKPEARL GROUP
Pearl Diver
B2B Rocket
Bebop
Direct
Data Integration
Wholesale
White Label pixel
Deep research
Integrations
Wholesale
Prospecting
PAGE 23
→ SOFTWARE COMPONENTS
→ DATA
→ AUGMENTED LLM
Q1Q2Q3Q4
AI is a rapidly evolving technology. This roadmap
reflects the technology of Bebop AI as it stands
today. We will remain nimble to respond to
developments. For example, the market for MCP
integrations could develop more rapidly than
expected and we will adapt to embed these as
workflows.
Product
Roadmap
KEY TO GROWTH
✓
AUG 2025
AI Voice Agent
White Label App
Global
Looking Forward
BLACKPEARL GROUP
PAGE 24
INVESTOR RELATIONSAUG 2025
BLACKPEARL GROUP
PAGE 25
INVESTOR RELATIONS
Our Strategic Approach: Unlocking
SME Growth from Every Angle
BPG’s product suite sits on a shared
technology platform, built for speed and
scale.
Each product tackles a core challenge
of SME revenue growth - from different
user needs, pain points, and buying
triggers - enabling rapid market
expansion with an average build cycle
of under 3 months.
The US SME sector is one of the
fastest-growing markets, with over 33
million businesses generating $8.4
trillion annually.
Constant change is reshaping how
SMEs drive revenue - creating a critical
demand for faster, smarter growth
solutions. The average SME uses 40+
digital tools to drive business growth.
One technology investment powers
multiple products, delivering capital
efficiency and faster go-to-market.
Our platform lowers product build costs
by 30–40% and allows us to engage
SMEs through multiple entry points,
increasing market reach, customer
lifetime value, and portfolio growth.
→ 01: MASS OPPORTUNITY→ 02: SPEED→ 03: SCALABILITY
SOURCE: SBA OFFICE OF ADVOCACY – NOVEMBER 2024 REPORTSOURCE: U.S. CHAMBER OF COMMERCE – STATE OF SMALL
BUSINESS REPORT (2024)
SOURCE: OBERLO – NUMBER OF SMALL BUSINESSES IN THE U.S.
(2024)
AUG 2025
Our Target
Market
BLACKPEARL GROUP
PAGE 26
~33.2M SMES
Base TAM
Buyer Subset
SME Owners
MARKET SPECTRUM
SME:
Sales
SME:
Owners
SME:
Marketing
~20% (~6.5M SMES)
$18.7–$19.5B
SOURCE:
SBA OFFICE OF ADVOCACY – NOVEMBER 2024 REPORT
INVESTOR RELATIONS
BUYING PERSONAS:
AUG 2025
4 - 9 MONTHS
1M ARR
Growth Horizons
KEY TO GROWTH
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 27
ANNUAL RECURRING REVENUE
BLACK PEARL MAIL | NEW OLD STAMP | PEAR DIVER | BEBOP
ADDITIONAL PRODUCT RELEASES
STRATEGIC ACQUISITIONS
10M ARR
20M ARR
50M ARR
$17.5M ARR
AS OF 30 JUNE 2025
Blackpearl Group is accelerating towards NZD$20M ARR
target in 4 - 9 months and targeting NZD$50M+ ARR
within 3 - 5 years.
Key growth drivers include:
Expanding Pearl Diver with new tiers and functionality.
Bebop unlocking new SME verticals and decision-
makers.
B2B Rocket integration into the group. Fuel with data
and marketing to further accelerate growth.
ASX foreign exempt listing underway - fee paid,
targe ting completion within three months to fuel
broader investor access and growth.
AUG 2025
Raising Capital to Support
Accelerated Growth
BLACKPEARL GROUP
PAGE 28
INVESTOR RELATIONSAUG 2025
Raise Overview
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 29
Offer Size and Structure
BPG is undertaking a non-underwritten capital raising (the “Offer”) of up to approximately NZ$15.0m comprising:
- a NZ$7.0 million institutional placement (“Placement”); and
- a 1 for 7.70 pro-rata accelerated non-renounceable entitlement offer to eligible BPG shareholders to raise up to approximately NZ$8.0 million (“Entitlement Offer”).
Approximately 15.8 million new fully paid ordinary shares in BPG (“New Shares”) to be issued under the Offer, representing approximately 24.4% of BPG’s current shares on issue.
Offer Price
•New Shares issued under the Offer will be issued at a price of NZ$0.95 per New Share (“Offer Price”), representing a:
- 13.6% discount to the last close price on 11 August 2025 of $1.10; and
- 15.0% discount to 5 trading day VWAP of $1.12
Institutional Offer
•The institutional component of the Entitlement Offer (“Institutional Entitlement Offer”) and the Placement will be open today Tuesday, 12 August 2025.
•Eligible shareholders will be invited to take up their entitlements in an accelerated Institutional Entitlement Offer. The entitlements are non-renounceable and any entitlements not taken up
and the entitlements of ineligible institutional shareholders will lapse and may be placed to institutional investors by BPG at its discretion.
Retail Offer
•The retail component of the Entitlement Offer (“Retail Entitlement Offer”) is expected to open at 9am on Monday, 18 August 2025 and close at 5pm (NZST) on Monday, 25 August 2025.
•Eligible existing retail shareholders in New Zealand will have a number of options under the Retail Entitlement Offer, as follows:
- Elect to take up for all or part of their pro-rata entitlements;
- Those shareholders who elect to take up all of their entitlements, will also have the opportunity to apply for additional New Shares at the Offer Price under an ‘Oversubscription Facility’;
- Do nothing. The entitlements will not be listed on the NZX and there will be no shortfall bookbuild for those entitlements not taken up by eligible retail shareholders or the entitlements of
ineligible retail shareholders. The Entitlement Offer is non-renounceable and entitlements not taken up will lapse and be available under the Oversubscription Facility.
Record Date
•The record date for the Offer is 5pm (NZST) on Wednesday, 13 August 2025.
ASX Listing
BPG has applied to be listed as a foreign exempt issuer on the ASX Market. At this time, BPG considers that it will be able to satisfy the ASX admission requirements. BPG expects to receive
final approval of its application and commence quotation on the ASX in approximately three months’ time once the financial statements of B2B Rocket have been audited to a tier 1 standard.
Ranking
•All new shares under the Offer will rank equally with existing BPG’s shares from the date of issue.
Risks
An investment in New Shares is subject to various risks, many of which are outside the control of BPG. These include risks relating to the Offer, BPG’s business, the industry in which it
operates, and general market conditions. For a detailed summary of key risks, investors should refer to Appendix A: Key Risks on page 34 of this presentation.
Lead Manager
Craigs Investment Partners is acting as the Lead Arranger and Bookrunner
Bell Potter Securities Limited (“Bell Potter”) is acting as a Corporate Adviser to Blackpearl Group.
AUG 2025
Sources and
Uses of Funds
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 30
Sources of FundsAmount (NZD$M)Uses of FundsAmount (NZD$M)
Cash Balance (as of 30 June 2025)$NZD 3.1mB2B Rocket Acquisition$NZD 8.0m
Capital Raising Proceeds$NZD 15.0mDrive Bebop Growth$NZD 3.0m
Total Sources$NZD 18.1mB2B Rocket Integration$NZD 1.0m
Wholesale Division$NZD 1.5m
Working Capital and Offer Costs$NZD 4.6m
Total Uses$NZD 18.1m
AUG 2025
Timetable
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 31
Trading Halt and Announcement of OfferTuesday, 12 August 2025
Placement and Institutional Entitlement Offer OpensTuesday, 12 August 2025
Placement and Institutional Entitlement Offer ClosesTuesday, 12 August 2025
Announcement of Results of Placement and Institutional Entitlement Offer and Trading Halt LiftedWednesday, 13 August 2025
Record DateWednesday, 13 August 2025, 5:00 pm NZST
Retail Component of the ANREO OpensMonday, 18 August 2025
Settlement of Placement and Institutional Entitlement OfferTuesday, 19 August 2025
Allotment of Shares Under the Placement and Institutional OfferTuesday, 19 August 2025
B2B Rocket Acquisition Completed and Vendor Shares IssuedThursday, 21 August 2025
Retail Entitlement Offer Closes (5pm NZST)Monday, 25 August 2025
Announcement of Results of Retail Entitlement OfferThursday, 28 August 2025
Settlement of Retail Entitlement OfferMonday, 1 September 2025
AUG 2025
Post-Issue
Shares
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 32
AUG 2025
Fully Diluted Shares on Issue – Post Issue
Ordinary shares on issue64,722,312
Shares to be issued to B2B
1,725,078
(Settlement is scheduled for 21 August 2025)
Shares to be issued to vendors of NewOldStamp
~600,000*
(NZ$750,000 of ordinary shares at an issue price per share equal to the higher of NZ$1.25
or the Average Market Price in the 20 business days preceding 31 August 2025)
Employee/Director share rights
2,681,398
(Aggregated to include all Employee Share Rights, Restricted Shares, and Restricted Share Units)
Maximum shares to be issued under the Offer15,802,411
Fully diluted shares on issue (post issue)85,531,199
*BASED ON AN ISSUE PRICE OF $1.25
Appendix
BLACKPEARL GROUP
PAGE 33
INVESTOR RELATIONSAUG 2025
Key Risks
INVESTOR RELATIONS
BLACKPEARL GROUP
Although BPG has mitigating strategies and steps in place for potential risks, this section sets out some of the key risks that BPG has identified. Like any investment, there are risks associated with an investment in BPG shares. This section does not
(and does not purport to) identify all of the risks related to the equity raise, the future operating and financial performance of BPG, an investment in BPG shares, or general market, industry, regulatory or legal risks applying to BPG or any of its
subsidiaries. Some risks may be unknown and other risks, that are currently considered to be immaterial, could turn out to be material.
Before deciding whether to invest in BPG shares, you must make your own assessment of the risks associated with the investment in BPG and consider whether such an investment is suitable for you, having regard to publicly available information
(including previous NZX disclosures, including the most recent Annual Report), your circumstances, and following consultation with your financial adviser and other professional advisers.
BPG considers the most significant risks associated with BPG and its products include:
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 party service
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 access the products’ features or potential enforcement action and monetary fines from data protection authorities, litigation by customers, termination of customer contracts and potential
indemnity obligations
Regulatory risk associated with adverse changes to privacy and data protection laws: BPG has employees and customers across the globe, with its sole customer base for the Pearl Diver product in the United States. BPG is impacted by,
and subject to, laws and regulations across multiple States and jurisdictions. 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 recently conditionally acquired one business 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 or complete 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 including software 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 this may adversely affect BPG’s competitive position in the market.
Growth Company: BPG is operating a ‘cash burn’, which means that BPG spends more cash than it generates. The capital raise is in part to provide sufficient cash for BPG to continue to operate on its preferred growth trajectory, including by
completing acquisitions that BPG considers will assist it to grow its revenue base and reach profitability. If the capital raise is undersubscribed, if any acquisitions do not produce the perceived revenue benefits, or BPG is adversely affected by
other events, there is a risk that BPG achieves lower revenues than anticipated and has a need to raise additional capital.
Bank approval risk: BPG’s bank, BNZ, is still considering the B2B Rocket acquisition as a permitted acquisition under BPG’s banking facility terms. BPG anticipates receiving BNZ’s approval. If BNZ does not approve the acquisition, it could close,
and require repayment of, the facility. Should that occur, BPG has sufficient cash on hand prior to settlement of the institutional component of the Offer to repay BNZ in full.
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
PAGE 34
AUG 2025
International Offer Restrictions
This presentation does not constitute an offer of new ordinary shares (New Shares) of Black Pearl Group Limited (BPG) in any jurisdiction in which
it would be unlawful. This presentation may not be distributed to any person, and New Shares may not be offered or sold, in any country outside
New Zealand., except to the extent permitted below. Any failure to comply with such restriction may violate applicable securities laws. BPG, any
person named in this presentation or any 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.
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 U.S. Securities Act of
1933, as amended (U.S. Securities Act), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or
sold, directly or indirectly, in the United States or to any person acting for the account or benefit of any person in the United States, except in
transactions exempt from, or not subject to, registration under the U.S. Securities Act and applicable securities laws of any state or other
jurisdiction of the United States.
Australia
This presentation and the offer of New Shares under the Offer is being made in Australia only to persons who are a 'wholesale client' for the
purposes of section 761G of the Corporations Act 2001 (Cth) (Corporations Act) who are also either, a ‘sophisticated investor’ within the
meaning of section 708(8) of the Corporations Act or a ‘professional investor’ within the meaning of section 708(11) of the Corporations
Act, and to whom the Offer can be made without a disclosure document being required under Chapter 6D of the Corporations Act.
This presentation is not a prospectus, Product Disclosure Statement or any other disclosure document for the purposes of Australian law or the
Corporations Act and is not required to, and does not, contain all the information which would be required to be included in a prospectus or other
disclosure document under Australian law or the Corporations Act. This presentation contains references to dollar amounts which are not
Australian dollars, may contain financial information which is not prepared in accordance with Australian law or practices, does not address risks
associated with investment in foreign currency denominated investments or other risks that may apply to Australian investors and does not
address Australian tax issues. BPG is a company which is incorporated in New Zealand and the relationship between it and investors will be
largely governed by New Zealand law.
This presentation and the Offer booklet has not been, and will not be, lodged or registered with the Australian Securities and Investments
Commission or the Australian Securities Exchange and BPG is not subject to the continuous disclosure requirements that apply in Australia.
Prospective investors should not construe anything in this presentation as legal, business or tax advice nor as financial product advice for the
purposes of Chapter 7 of the Corporations Act. Australian investors should seek independent, professional advice from their financial adviser,
legal adviser or taxation adviser in relation to the Offer.
Foreign
Selling
Restrictions
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 35
AUG 2025
Foreign
Selling
Restrictions
INVESTOR RELATIONS
BLACKPEARL GROUP
Hong Kong
WARNING: This presentation does not constitute an offer or sale in Hong Kong of any New Shares and no person may offer or sell in Hong Kong,
by means of this presentation, any New Shares other than to: (a) "professional investors" as defined in the Securities and Futures Ordinance (Cap.
571 of the Laws of Hong Kong) (the "SFO") and any rules made under that ordinance; or (b) in other circumstances which do not result in the
presentation being a "prospectus" as defined in the Companies (Winding Up and HONGKONG\7693648.1 9 Miscellaneous Provisions) Ordinance
(Cap. 32 of the Laws of Hong Kong) (the "C(WUMP)O") or which do not constitute an offer to the public within the meaning of the C(WUMP)O. No
advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any
person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the
public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Shares which are
or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules
made under that ordinance. The contents of this presentation have not been reviewed by any Hong Kong regulatory authority. You are advised to
exercise caution in relation to the offer. If you are in doubt about any contents of this presentation, you should obtain independent professional
advice.
Singapore
This presentation has not been registered as a prospectus with the Monetary Authority of Singapore ("MAS") and, accordingly, statutory liability
under the Securities and Futures Act, Chapter 289 (the "SFA") in relation to the content of prospectuses does not apply, and you should consider
carefully whether the investment is suitable for you. The Company is not authorised or recognised by the MAS and the New Shares are not
allowed to be offered to the retail public. This presentation and any other presentation or material in connection with the offer or sale, or invitation
for subscription or purchase of the New Shares may not be circulated or distributed, nor may the New Shares be offered or sold, or be made the
subject of an invitation for subscription or purchase, whether directly or in directly, to persons in Singapore except to "institutional investors" (as
defined in the SFA), or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.
This presentation has been given to you on the basis that you are an "institutional investor" (as defined under the SFA). In the event that you are
not an institutional investor, please return this presentation immediately. You may not forward or circulate this presentation to any other person in
Singapore. Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. You are advised to
acquaint yourself with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
PAGE 36
AUG 2025
Glossary
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 37
TermDefinition
ACVAverage Customer Value
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
CPCCost Per Click
CRMCustomer Relationship Management
p.a.Per annum
SaaSSoftware as a Service
SharesOrdinary shares in Black Pearl Group Limited
SMBSmall and medium-sized enterprises
US or USAUnited States of America
AUG 2025
Thank YouAd Astra
BLACKPEARL GROUP
PAGE 38
INVESTOR RELATIONSAUG 2025
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