Capital Change Notice

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 1,568,155 Ordinary Shares
Nominal value (if any) N/A
Issue/acquisition/redemption price per security $0.95
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) $ N/A
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

1.93 %
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 ordinary shares under the
remaining capacity from the capital raising
announced on 12 August 2025 (Offer),
and placement of shares to partly fund
acquisition of B2B Rocket Inc. and for
growth capital. Authorised for issue by
resolution of the BPG Board of Directors
dated 8 October 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.
83,025,786
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 4.4.1(a): 1,422,170 Ordinary
Shares

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
Listing Rule 4.5.1: 145,985 Ordinary
Shares

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
09/10/2025
Section 3: Disclosure required for Placements made 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.
Following best efforts to allocate eligible
institutional shareholders a minimum of
their pro-rata equivalent under the Offer,
and offering eligible retail investors an
oversubscription facility in the retail
proportion of the Offer, BPG’s primary
objectives of the placement were to
allocate taking into consideration the
potential for institutional investors to be
long term and supportive shareholders
and level of support (including size and
timeliness of demand), with a key
objective for BPG of the Offer being to
broaden its share register and facilitate
the introduction of new institutional
shareholders.
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

10/10/2025




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).