BPG completes acquisition of US AI platform B2B Rocket

BLACKPEARL GROUP | INVESTOR ANNOUNCEMENT


22 A U G U ST 2 0 2 5
Blackpearl completes acquisition of US AI platform
B2B Rocket

Blackpearl Group Limited (NZX: BPG) is pleased to announce the completion of its acquisition of 100% of the
shares in B2B Rocket Inc., a US-based AI sales automation company on 21 August 2025.

Blackpearl has paid initial consideration of US$4m cash and issued 1.725 million BPG shares. Post completion
payments are tied to future performance. Further details on the key features of the B2B acquisition can be found in
Blackpearl’s market announcement on 14 July 2025, here.
Strategic fit and expected benefits
B2B Rocket’s AI agent technology – automating outbound sales via email, LinkedIn and phone – is highly
complementary to Blackpearl’s Pearl Diver and Bebop products. Combined with Blackpearl’s proprietary
Pearl Engine, the acquisition creates powerful cross-sell opportunities, with clear synergies representing a
‘1 + 1 = 3’ opportunity.
B2B Rocket has also demonstrated exceptional standalone momentum, delivering ~144% ARR growth over
the six month period ending 30 June 2025. As noted in Blackpearl’s Q1 FY26 update, including B2B Rocket
would have resulted in pro-forma ARR of NZ$17.5m as at 30 June 2025. This accelerates Blackpearl’s
progress towards the NZ$20m ARR target and is expected to be a key driver in reaching the NZ$50m ARR
ambition.
Founder and CEO Nick Lissette commented: “Completing B2B Rocket brings proven AI outreach capability
into the Group and lets us immediately go to work on integration with the Pearl Engine and our go-to-
market strategy. It’s a natural fit for our US SMB focus and strengthens the path we’ve set out for multi-
product growth.”
ASX Foreign Exempt Listing update

As previously announced to the market, Blackpearl is committed to pursuing an ASX listing and has applied for
quotation on the ASX as a Foreign Exempt Listing, while remaining listed on the NZX as its home exchange.
Blackpearl expects approval and commencement of quotation in approximately three months, following the audit
of B2B Rocket’s financial statements to a Tier 1 standard. The Board’s decision to pursue an ASX listing follows
strong engagement with Australian-based investors.

Next steps

Integration planning has been underway since signing. Near-term priorities include product and data integration,
customer migration, and activation of cross-sell opportunities across Pearl Diver and Bebop. Initial outcomes are
expected during FY26.

Reminder: Retail ANREO remains open until 5:00pm NZST, Monday 25 August 2025.
• Price: NZ$0.95 per share
• Entitlement: 1-for-7.70
• Oversubscription facility available to eligible shareholders
• Entitlements are not tradeable

Please refer to the Offer Document and application website blackpearl.capitalraise.co.nz for full details.

ENDS

BLACKPEARL GROUP | INVESTOR ANNOUNCEMENT





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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Capital Change Notice

Updated as at February 2025


Section 1: Issuer information
Name of issuer Black Pearl Group Limited
NZX ticker code BPG
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZBPGE0004S2
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 1,725,078 ordinary shares (Shares)
Nominal value (if any) N/A
Issue/acquisition/redemption price per security $0.951
Nature of the payment (for example, cash or other
consideration)
The Shares were issued as part
consideration for the purchase of B2B
Rocket Inc., in accordance with a sale and
purchase agreement dated 14 July 2025.
Amount paid up (if not in full) Fully paid
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

2.28%
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
N/A
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Issue of shares pursuant to a sale and
purchase agreement dated 14 July 2025,
as announced on 14 July 2025.
Authorised for issue by resolution of the
BPG Board of Directors dated 14 July
2025.
Total number of Financial Products of the Class
after the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
77,244,579
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
Listing Rule 4.5.1

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

pursuant to which the issue, acquisition, or
redemption is made
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Issue of ordinary shares which rank
equally with all other fully paid ordinary
shares in BPG.
Date of issue/acquisition/redemption
2
21/08/2025
Section 3: Disclosure required for Placements made under Rule 4.5.1
[Issuers may opt to release Section 3 information (if not already done so) in a separate announcement within five Business Days of
the issuance. Delete this Section 3 if capital change is not the result of a Placement under Rule 4.5.1]

Details of the approach in identifying investors who
were able to participate in the offer and how their
respective allocations in the offer were determined.

The explanation must set out the key objectives
and criteria the Issuer adopted in the allocation
process, whether one of those objectives was a
best effort to allocate on a pro rata basis to existing
holders of the Issuer’s Equity Securities, and any
significant exceptions or deviations from those
objectives and criteria.
The Shares were issued in accordance
with a sale and purchase agreement
dated 14 July 2025. The acquisition of
B2B Rocket Inc. is a part of BPG’s growth
strategy and will contribute to BPG’s ARR
targets and its ability to scale as
announced on 14 July 2025. B2B Rocket
Inc. was identified as a value accretive
business to grow BPG’s presence in the
US SMB segment, its target market. It was
not an objective of this issue to allocate
shares on a pro rata basis to existing
shareholders of BPG.
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Karen Cargill
Contact person for this announcement Karen Cargill
Contact phone number +64 21 135 5183
Contact email address karen.cargill@blackpearl.com
Date of release through MAP

22/08/2025




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).