Capital Change Notice and Warrant Conversion 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 100,000
Nominal value (if any) N/A
Issue/acquisition/redemption price per security $0.01
Nature of the payment (for example, cash or other
consideration)
100,000 ordinary shares in BPG (Shares)
were issued for cash.
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

0.105%
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)
100,000 Shares issued upon the exercise
of unquoted warrants in BPG (Warrants).
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.
95,104,417
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
NZX Listing Rule 4.9.1(b).
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Warrants converted in accordance with
the Warrant Terms of Issue.

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

Date of issue/acquisition/redemption
2
18/02/2026
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

19/02/2026




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).

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BLACKPEARL GROUP | WARRANT CONVERSION NOTICE

19 FEBRUARY 2026
Warrant Conversion Notice

The table below details the conversion of unquoted warrants in Black Pearl Group Limited (NZX/ASX:
BPG) (Warrants) in accordance with the Warrant Terms of Issue. Each Warrant can be exercised at
any point on or before the expiry date, being 25 May 2028, at an exercise price of $0.01 per Warrant.
Each Warrant converts to one ordinary share in BPG (Share) upon exercise.

Number of Warrants converted 100,000
Date of Conversion 18 February 2026
Number of Shares issued 100,000
Details of any interest or dividend conditions
attaching to the Shares
The Shares issued upon conversion of the
Warrants are of the same class and terms as
the ordinary shares in BPG quoted on the NZX
Main Board.
How many Warrants remain to be converted 2,190,000


ENDS

About Blackpearl Group

Blackpearl Group (BPG) is a market leading data technology company that pioneers 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: ‘Creating Motivating Opportunities’. When
our customers win, we win.

Founded in 2012, BPG is based in Wellington, New Zealand, and Phoenix, Arizona.

Blackpearl.com