Capital Change Notice

Capital Change Notice

Updated as at February 2025

Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A. Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

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 11,804,881 Ordinary Shares
Nominal value (if any) N/A
Issue/acquisition/redemption price per security $1.00 (A$0.865)
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

14.2%
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
placement announced on 13 November
2025 to support growth across all BPG’s
product suite, fund further investment in
BPG’s data platform, Pearl Engine, and
for growth capital (Placement).
Authorised for issue by resolution of the
BPG Board of Directors dated 13
November 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.
94,949,417

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

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 4.5.1 and resolution of the
BPG Board of Directors dated 13
November 2025.
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
21/11/2025
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.
BPG invited certain existing shareholders
and new investors to participate in the
Placement, together with other institutional
investors in New Zealand, Australia, Hong
Kong, and Singapore.

BPG’s allocation objectives under the
Placement were primarily to:

•
use best efforts to allocate to
invited shareholders a minimum of
their pro-rata equivalent of the
Placement or any lower amount
bid for;

•
following allocations to invited
shareholders in accordance with
the above, allocate taking into
consideration the potential for new
investors to be long term and
supportive shareholders and their
level of support for the Placement
(including size and timeliness of
demand), with a key objective of
the Placement being to strengthen
BPG’s institutional shareholder
base and promote liquidity in BPG
shares (particularly having regard
to BPG’s shortly commencing
quotation on the ASX).

Final allocation decisions were made by
BPG together with Bell Potter Securities
Limited in their capacity as Lead Manager
of the Placement.

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).

Capital Change Notice

Updated as at February 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 +64 21 135 5183
Contact email address karen.cargill@blackpearl.com
Date of release through MAP

21/11/2025