Capital Change Notice

Capital Change Notice

Updated as at February 2025



Section 1: Issuer information
Name of issuer Blackpearl 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 4,183,052, being:

• 3,583,052 shares issued under the
retail component of the capital raising
announced on 12 August 2025 (Retail
Entitlement Offer Shares).

• 600,000 shares issued in accordance
with a sale and purchase agreement
between BPG and NewOldStamp Inc.
dated 28 October 2022, as amended
(NOS Shares)
Nominal value (if any) N/A
Issue/acquisition/redemption price per security The Retail Entitlement Offer Shares were
issued at $0.95.

The NOS Shares were issued at $1.25.
Nature of the payment (for example, cash or other
consideration)
Retail Entitlement Offer Shares: Cash

NOS Shares: Issued as part
consideration for the purchase of
NewOldStamp Inc. in accordance with a
sale and purchase agreement dated 28
October 2022, as amended.
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

5.42%
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
N/A

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

to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Retail Entitlement Offer Shares: Issue of
ordinary shares under the Retail
Entitlement Offer announced on 12
August 2025 to partly fund the acquisition
of B2B Rocket, Inc. and for growth capital.
Authorised for issue by resolution of the
BPG Board of Directors dated 12 August
2025.

NOS Shares: Issue of ordinary shares
pursuant to a sale and purchase
agreement dated 28 October 2022.
Authorised for issue by resolution of the
BPG Board of Directors.
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.
81,427,631
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
pursuant to which the issue, acquisition, or
redemption is made
Listing Rule 4.3.1(a): 3,246,211

Listing Rule 4.4.1(a): 336,841

Board approval under section 47 of the
Companies Act 1993: 600,000
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
01/09/2025
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 +63 21 135 5183
Contact email address karen.cargill@blackpearl.com
Date of release through MAP

01/09/2025




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).