Blackpearl Announces up to A$10.2M Raise

BLACKPEARL GROUP | INVESTOR ANNOUNCEMENT

13 NOV 2025
Blackpearl Announces up to A$10.2M Raise

Capital Raise

Black Pearl Group Limited (NZX.BPG) is pleased to announce a capital raising consisting of a
placement of up to A$10.2 million (NZ$11.8 million) of new fully paid ordinary shares (Shares) to
institutional shareholders and new institutional investors (Offer).
Proceeds from the raise will support growth across all product ventures, fund further investment in
the Pearl Engine (our private data platform) and provide additional working capital to enable swift
execution on emerging opportunities. Blackpearl continues to attract strong investor interest,
particularly from Australian institutional investors ahead of its proposed Foreign Exempt Listing on
the ASX, expected later this month. The Board considers it in shareholders’ best interests to
capitalise on this momentum and position Blackpearl to deliver on its substantial growth pipeline.
The Offer will be undertaken at a fixed price of A$0.865 (NZ$1.00) per share (Offer Price),
representing a:

• 13.4% discount to the last close price of NZ$1.155 on 12 November 2025;
• 13.1% discount to the 5-day VWAP of NZ$1.150 per share, calculated up to 12 November
2025.
Up to approximately 11,804,881 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.
A trading halt has been granted by NZX to facilitate the Offer. Blackpearl Group expects to advise
the market of the capital raised under the Offer on Monday, 17 November 2025.
Bell Potter Securities Limited are acting as Lead Manager for the Offer. The Offer is not
underwritten.
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

---

21333849_1

Blackpearl | Level 1 60 Cuba Street
Wellington 6011 | New Zealand
hello@blackpearlgroup.com | +64 480 39390

13 November 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 and
Singapore to raise approximately A$10.2 million (NZD$11.8 million) (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:

1 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.
2 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).
3 There is no information that is "excluded information" (as defined in clause 20(5) of Schedule
8 of the Regulations) in respect of BPG.
4 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

---

Template
Corporate Action Notice
(Other than for a Distribution)
Updated January 2024
Page 1 of 3

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 Pension & Market Services
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

Call Bonus issue
Placement X
Record date N/A
Ex Date (one business day before the
Record Date)
N/A
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
N
Details of approvals required N/A
Section 7: Placement
(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Equity Securities to be
issued
11,804,881 ordinary shares
Issue price per Equity Security A$0.865 / NZ$1.00
Maximum dollar amount of Equity
Securities to be issued
1

A$10,211,222.07 / NZ$11,804,881.00

1

Where the issue price per Equity Security is not fixed, and the number of Equity Securities to be issued is not known, the Issuer
should instead indicate the maximum dollar amount of Equity Securities to be issued.

2 of 3
Proposed issue date 21/11/2025
Existing holders eligible to
participate
2

Yes, wholesale and eligible investors
Related Parties eligible to
participate
3

Yes
Basis upon which participation by
existing Equity Security holders will
be determined
Existing holders wishing to maintain their existing holding
will have their applications preferred to avoid dilution.
Purpose(s) for which the Issuer is
issuing the Equity Securities
The capital raised under the placement will be used to
support BPG’s inorganic growth strategy of rapid growth
via acquisition, as previously disclosed to market. Capital
raised will also be used to invest in the development and
the growth of BPG’s existing product suite and, in
particular, accelerate the integration of B2B Rocket.
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 add long term, supportive,
shareholders and capitalise appropriately on strong
demand from institutional shareholders. Existing New
Zealand institutional and retail shareholders were recently
offered the chance participate in a pro-rata ANREO to
maintain their proportionate shareholdings, and an
oversubscription facility was provided.
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) Bell Potter Securities 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 5.5% of the
gross proceeds of the Offer.
Underwritten No

2
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.
3
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 3
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
Contact phone number +64 21 135 5183
Contact email address karen.cargill@blackpearl.com
Date of release through MAP 13/11/2025


* Please do not delete individual rows. Full sections can be deleted if the section relates to a different type of
corporate action
** Please note that in NZX’s systems, standard rounding indicates 0.5 and above round up, below 0.5 round down.
Please contact NZX if you are intending to treat fractions differently.

---

Creating Motivating
Opportunities
EQUITY RAISING PRESENTATION – NOV 2025

Executive
Summary
KEY MESSAGES
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, identifies who is engaging with a company’s website and provides detailed
profiles. Enables precise retargeting via online marketing (e.g. Facebook, Adwords), boosting conversion rates and
reducing acquisition costs.
Bebop – Launched in March 2025, an AI-powered platform / agent that generates business development leads and
delivers rich background, insights and sales angles, allowing salespeople to focus on selling rather than researching.
Growth Horizons and Key
Upcoming Catalysts
Blackpearl is targeting NZ$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.
Wholesale Division, allowing partners (resellers, agencies, platforms) to re-brand or embed Blackpearl’s technology/data
services under their own label.
Strategic acquisitions to complement existing product suite and consolidate market share.
Financial Highlights
as of 30 Sep 2025
Annual Recurring Revenue (ARR) of NZ$19.5m, up 87% year-on-year, reflecting strong growth momentum.
Efficient customer acquisition, with a CAC payback period of just 4.6 months.
High operating leverage, with ARR per employee at $253k.
Capital Raise Summary
and ASX Listing
Raising up to approximately A$10.2 million (NZ$11.8 million) via a Placement on the ASX
1
Offer price of A$0.865 (NZ$1.00) per share representing a 13.4% discount to the last closing price of Black Pearl’s NZX
traded shares of NZ$1.155 per share on Wednesday, 12 November 2025 and a 13.1% discount to the 5 day VWAP of NZ$1.150
1
Capital raised expected to fund Black Pearl through to NZ$30m ARR and beyond cash flow breakeven (on a BAU basis)
Black Pearl has received conditional approval from the Australian Stock Exchange (ASX) to list as a Foreign Exempt Listing to
fuel broader investor access and growth.
Expected ASX admission date of Friday, 21 November 2025, with expected ASX quotation on Tuesday, 25 November 2025
1.Exchange rate: NZD/AUD = 0.8653 (IRESS, 12 November 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
Q2 FY26 (30 Sep 2025) at NZ$19.5m
ARR, up 87% YoY and 39% QoQ. This
is the first quarter with all four growth
engines – Pearl Diver, Bebop, B2B
Rocket, and Wholesale – live and
contributing.
Pearl Diver continues to underpin
BPG’s growth, contributing the
majority of the Group’s NZ$19.5m ARR
as at 30 Sep 2025 - just over two
years post-launch.
BPG has grown ARR 10x twice:
NZ$100k to NZ$1 million (2020 to
2022) and NZ$1 million to NZ$10
million (2022 to 2024)
Now targeting NZ$50 million in
ARR within 3- 5 years
Sold into the large US SME market

Global opportunities
Targeting the 33M‐plus US small
and mid‐sized businesses with a
large, recurring spend
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 3
NOV 2025

30 SEP 2025
Q2 Financial Highlights
INVESTOR RELATIONS
BLACKPEARL GROUP
FINANCIAL PERFORMANCE
AS OF 30 SEP 2025.
1 JUL 2025
REVENUE CHURN
4.6%
As of 30 September 2025.
CAC PAYBACK PERIOD
4.6mo
As of 30 September 2025.
0.3PPT DECREASE QoQUP 17% QoQ
ANNUAL RECURRING REVENUE (ARR)ARR PER EMPLOYEE
NZ$19.5mNZ$253K
As of 30 September 2025.As of 30 September 2025.
UP 39% FROM THE PREVIOUS QUARTER Q1 FY26.DOWN 4% FROM THE PREVIOUS QUARTER Q1 FY26.
OCT 2025
PAGE 4

WHO WE ARE
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 5
NOV 2025
THE PROBLEM WE SOLVE
We turn data into dollars —
for USA SMEs.
We are a data & AI company building practical products
that anyone can use to grow their business. Powered by
our Pearl Engine (private data platform + augmented LLM).
PEARL DIVERBEBOPB2B ROCKETNEW OLD STAMPBLACK PEARL MAIL
The old playbook is breaking; we
cut through the noise by finding
real humans ready to buy, telling
you how to win them, and
automating the reach.
One platformPractical outcomes
PRODUCT SUITE

Q1 FY22
Q2 FY22
Q3 FY22
Q4 FY22
Q1 FY23
Q2 FY23
Q3 FY23
Q4 FY23
Q1 FY24
Q2 FY24
Q3 FY24
Q4 FY24
Q1 FY25
Q2 FY25
Q3 FY25
Q4 FY25
Q1 FY26
Q2 FY26
$0
$5,000,000
$10,000,000
$15,000,000
$20,000,000

Proven Track
Record
DELIVERING ON OUR STRATEGY
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 6
ARR GROWTH
QUARTER
TOTAL ARR (NZ$)
NOV 2025
NZ$19.5m
ANNUAL RECURRING REVENUE (ARR)
YoY ARR GROWTH
87%
QoQ ARR GROWTH
39%
ARR PER EMPLOYEE ($NZ)
$253k
CAC PAYBACK PERIOD
~4.5mo

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 7
NOV 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
Chris WatsonMax PolaczukChloe Kyrke-SmithChris Herrmann
CHIEF DATA OFFICERVP 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 8
NOV 2025

Technology

BLACKPEARL GROUP
PAGE 9
INVESTOR RELATIONSNOV 2025

PAGE 10
NOV 2025
BLACKPEARL GROUP
INVESTOR RELATIONS
Foundational Data & Models
Massive training data built into foundational Large
Language Models.
API’s and integrations
APIs let developers and enterprises integrate the models
into their products — e.g. HubSpot and Microsoft Copilot.
Products
Direct to market applications:
ChatGPT, Sora, Dall.e etc.
Pearl Engine
Augmented Large Language Model: 21B+ daily signals from
sales & marketing sources — unique, living data.
API’s and Wholesale
APIs and Wholesale access for agencies and others to
build and augment their products and services
Products
Direct to market applications:
Pearl Diver, Bebop, B2B Rocket, Mail
Think OpenAI’s playbook —
applied to sales & marketing

PAGE 11
NOV 2025

Virtuous cycle of
improvement
BLACKPEARL GROUP
INVESTOR RELATIONS
PAGE 12
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
DAYS TO BUILD PEARL DIVER
45d
DAYS TO BUILD BEBOP
90d
It unifies diverse data sources and leverages a library of proven
components to launch enterprise-grade products at a pace
few can match, creating economies of scale and reducing
marginal cost as the suite expands.
The Pearl Engine turns speed into a competitive advantage -
transforming ideas into market-ready products in days, not
years:
NOV 2025

Products

BLACKPEARL GROUP
PAGE 13
INVESTOR RELATIONSNOV 2025

INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 14
NOV 2025
Wholesale
Identifies verified website visitors
and builds detailed profiles. Enables
precise retargeting through Meta
and Google, lifting conversion rates
and cutting acquisition cost.
Turns everyday emails into a
targeted marketing channel with
dynamic banners and
engagement analytics
AI-agents that autonomously
generate and qualify leads,
engaging high-intent buyers across
email, LinkedIn and voice - booking
the first meetings so sales teams
can focus on closing deals.
Manages branded email
signatures centrally - consistent,
compliant, and measurable at
scale.
Lets agencies tap into enterprise-
scale data via the Pearl Engine to
build hyper-targeted ICP
segments and deliver high-
performance campaigns.
AI platform that surfaces live leads
with rich insights and personalised
talking points, so salespeople
spend time selling, not researching.

Our Target
Market

BLACKPEARL GROUP
PAGE 15
~33.2M SMES
Base TAM
Buyer Subset
SME Owners
MARKET SPECTRUM
SME:
Marketing
SME:
Owners
SME:
Sales
~20% (~6.5M SMES)
$18.7–$19.5B
SOURCE: SBA OFFICE OF ADVOCACY – NOVEMBER 2024 REPORT
INVESTOR RELATIONS
BUYING PERSONAS:
SEP 2025
PEARL DIVERBEBOPB2B ROCKETNEW OLD STAMPBLACK PEARL MAIL

INVESTOR RELATIONS
Our Ventures
BLACKPEARL GROUP
Pre-
Awareness
AwarenessConsideration Decision /
Purchase Intent
Onboarding /
Activation
Expansion /
Retention
NOV 2025
The Pearl Engine
One engine powers all ventures.
Our products map the full customer
lifecycle. From pre-awareness to
retention, each venture solves a stage of
the funnel - and feeds data back into the
engine.
Every interaction improves the Pearl
Engine, accelerating product
performance and time-to-market across
the portfolio.
One platformPractical outcomes

Looking Forward

BLACKPEARL GROUP
PAGE 17
INVESTOR RELATIONSNOV 2025

CUSTOMER FEEDBACK DATACUSTOMER FEEDBACK DATA
BebopB2B Rocket
New Old Stamp
Black Pearl Mail
Pearl Diver
Retail
Wholesale
Shared ServicesPearl Engine
Venture-Led Growth
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 18
Group Level
Venture Level
Created
Integrated
Private Data Platform • Augmented LLM • Living Data
HR • Finance • IT • Data • Security
GROWTH
OCT 2025
Retail
Wholesale

1M ARR

Growth Horizons
OUTLOOK
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 19
ANNUAL RECURRING REVENUE ($NZ)
ADDITIONAL PRODUCT RELEASES
STRATEGIC ACQUISITIONS
10M ARR
20M ARR
50M ARR
$19.5M ARR
AS OF 30 SEPTEMBER 2025
Clear trajectory to NZ$50m ARR with four growth
engines compounding in parallel
Strong momentum following capital raise, B2B Rocket
acquisition, and Wholesale launch
Expected ASX listing in November
Seasonal Q3 dynamics anticipated, with major US retail
events creating upside opportunity to execute on
venture model
Well-positioned for sustained, scalable growth through
FY26 and beyond.
3 - 5 YEARS
PD | BB | B2BR | BPM | NOS | WHOLESALE
NOV 2025

Raising Capital to Support
Accelerated Growth

BLACKPEARL GROUP
PAGE 20
INVESTOR RELATIONSNOV 2025

Raise Overview
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 21
Offer Structure &
Size*
Placement of new fully paid ordinary shares in Black Pearl (New Shares) under NZX Listing Rule 4.5.1 to raise up to approximately A$10.2 million (NZ$11.8 million) on the ASX
(Placement).
Approximately 11.8 million New Shares to be issued under the Placement, representing approximately 14.2% of the Company's current shares on issue.
Offer Price
New Shares issued under the Offer will be issued at a price of A$0.865 (NZ$1.00) per New Share (Offer Price), representing a:
- 13.4% discount to the last close price on Wednesday, 12 November 2025 of NZ$1.155; and
- 13.1% discount to 5 trading day VWAP of NZ$1.150.
ASX Listing
Black Pearl has received conditional approval from the Australian Stock Exchange (ASX) to list as a Foreign Exempt Listing to fuel broader investor access and growth.
Expected ASX admission date of Friday, 21 November 2025.
Expected ASX quotation date of Tuesday, 25 November 2025.
Ranking
All New Shares will rank equally with Blackpearl’s existing fully paid ordinary shares from the date of issue.
Lead Manager
Bell Potter Securities Limited (Bell Potter) is acting as a Sole Lead Manager and Bookrunner to the Offer.
NOV 2025
Black Pearl is seeking to raise up to approximately A$10.2 million (NZ$11.8 million) via a Placement on the ASX
1
* Blackpearl and the Lead Manager reserve the right to vary the size of the placement based on the size, quality and price level of investor demand.
1.Exchange rate: NZD/AUD = 0.8653 (IRESS, 12 November 2025).

Sources and
Uses of Funds
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 22
Sources of FundsAmount (A$m)Uses of FundsAmount (A$m)
Cash Balance (as of 30 September 2025)
A$7.8mSupport Growth Across all Ventures~A$8.0m
Capital Raising ProceedsA$10.2mInvestment in Pearl Engine~A$4.0m
Total SourcesA$18.0mWorking Capital and Offer Costs~A$6.0m
Total UsesA$18.0m
NOV 2025
Capital raised is expected to fund Black Pearl through to NZ$30m ARR (on a BAU basis).

Timetable
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 23
NZX Trading Halt and Announcement of Placement - Placement Opens
Thursday, 13 November 2025
Announcement of results of Placement and NZX trading halt liftedMonday, 17 November 2025
Settlement of ASX Placement sharesThursday, 20 November 2025
Allotment of ASX Placement sharesFriday, 21 November 2025
Admission of Black Pearl to ASXFriday, 21 November 2025
ASX Quotation of Black Pearl shares commences (all Black Pearl shares including ASX placement shares commence trading)
Tuesday, 25 November 2025
NOV 2025
*These dates are indicative only and subject to change. The Lead Manager and the Company reserve the right to vary these dates and may close the book the early.

Appendix

BLACKPEARL GROUP
PAGE 24
INVESTOR RELATIONSNOV 2025

INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 25
NOV 2025
Stop paying bots. Start
reaching real buyers.
Identifies verified website visitors and
builds detailed profiles. Enables
precise retargeting through Meta and
Google, lifting conversion rates and
cutting acquisition cost.

INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 26
NOV 2025
Old worldNew world
Broad ad filters. Opaque algorithms
~70%+ non-human traffic drains budget.
Define exact Ideal Customer Profile from tens-of-
thousands of firmographic/technographic/intent
signals → serve only to in-market humans.
Stop paying bots. Start
reaching real buyers.
Spray-and-pray traffic → hope for form fills.
Keep paying to retarget.
Identity resolution graph identifies site visitors
without form filling.
Wasted spend, fuzzy attribution, flat performance.
Lower cost per action, higher return on ad spend;
identity resolution focuses retargeting on verified
visitors.

INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 27
NOV 2025
AI platform that surfaces live leads
with rich insights and personalised
talking points, so salespeople spend
time selling, not researching.
From ‘who to call’ to ‘what to
say’ — in one click.

INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 28
NOV 2025
From ‘who to call’ to ‘what to
say’ — in one click.
Old worldNew world
Sales team reliant on marketing or static ‘lead
lists’ for cold out reach.
Curated, high quality company and contact
data based on real-time buying intent and
product to customer fit.
70% of time spent on ‘non selling’ activity.
Bebop creates customer specific sales play
books based on real-time information
Sales leaders struggle with sales rep
consistency and new hire ramp time.
Bebop allows sales leaders to centrally control
objection handling, benefit communication and
sales methodology.

INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 29
NOV 2025
Personalised outreach at
scale — with agentic AI.
AI-agents that autonomously generate
and qualify leads, engaging high-intent
buyers across email, LinkedIn and voice -
booking the first meetings so sales teams
can focus on closing deals.

INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 30
NOV 2025
Personalised outreach at
scale — with agentic AI.
Old worldNew world
Buy static lead lists. Cold data ages fast - by the
time reps call, half the contacts are invalid.
Dynamic, live data from the Pearl Engine.
Leads refresh automatically - only in-market
buyers are targeted.
Manual outreach & SDR grind. Reps spend hours
sending templated emails and LinkedIn messages
that get ignored.
Agentic AI automates personalised outreach.
Emails, LinkedIn, and voice outreach executed at
scale with human-level relevance.
High cost, low yield. Sales teams are expensive to
scale; performance depends on individual effort.
Meetings booked directly to your calendar.
Reps focus on closing, not chasing - cost per
meeting drops dramatically.

INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 31
NOV 2025
Lets agencies tap into enterprise-scale
data via the Pearl Engine to build hyper-
targeted ICP segments and deliver high-
performance campaigns.
Wholesale
Let agencies and platforms
sell with superpowers.

INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 32
NOV 2025
Let agencies and platforms
sell with superpowers.
Wholesale
Old worldNew world
Agencies blindly rely on algorithms and
opaque data from platforms like Meta and
Google.
Agencies take control of the data layer, building
their own audiences and insights moving from
dependency to control.
Data and targeting are operational costs.
Data access is now a profit lever. Agencies package
and resell data driven products to clients turning
campaigns into margin opportunities.
Agencies are running behind, explaining what
happened after the fact.
Predict who is ready to buy. This moves them from
reporting the past to predicting demand giving
clients proactive strategy and stronger retention.

Business Model, Pricing & Broad ROI
INVESTOR RELATIONS
BLACKPEARL GROUP
PAGE 33
Pricing designed for high-yield ROI across self-serve and wholesale channels.
Product
% of ARR
(As of 30 June 2025.)
Pricing (USD)
(As of 30 June 2025.)
Subscription TermsDelivery & SupportTypical ROI Context
Pearl Diver58%
Tiered pricing (USD p.a.):
Tier 1: $7.6K, Tier 2: $18K, Tier 3:
$35.7K, Premium: $59K, Unlimited:
$98.4K
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.):
Starter: $3.6K, Growth: $7.2K, Scale:
$10.8K
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
NOV 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 acquired one business and continues to investigate other acquisition opportunities with a view to building
technological capabilities and diversifying revenue sources. 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. BPG must also successfully integrate new acquisitions into the group in product, operational and cultural respects.
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 effect 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.
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
NOV 2025

Foreign
Selling
Restrictions
INVESTOR RELATIONS
BLACKPEARL GROUP
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 or in any jurisdiction in which such an offer would be
unlawful. The New Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended, (US
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, the registration requirements of the US 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 of New Shares 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 largely be
governed by New Zealand law.
This presentation 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 of New Shares.
PAGE 35
NOV 2025

Foreign
Selling
Restrictions
BLACKPEARL GROUP
INVESTOR RELATIONS
PAGE 36
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 (a) to: “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 the SFO; or
(b) in other circumstances which do not result in the presentation being a “prospectus” as defined in the Companies
(Winding Up and 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 being issued, 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 the SFO.
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 document, 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. BPG 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 document
or material in connection with the offer or sale, or invitation for subscription or purchase of 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 indirectly, 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 in 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.
NOV 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
NOV 2025

Thank YouAd Astra
BLACKPEARL GROUP
PAGE 38
INVESTOR RELATIONSNOV 2025