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SPH Notice - Timothy Crown

Substantial Holder Notice16 March 2026BPGInformation Technology

1

Disclosure of movement of 1% or more in substantial holding

or change in nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

To NZX Limited

and

To Black Pearl Group Limited

Relevant event being disclosed: Change in nature of relevant interest

Date of relevant event: 12 March 2026

Date this disclosure made: 17 March 2026

Date last disclosure made: 6 September 2023

Substantial product holder(s) giving disclosure

Full name(s): Timothy Crown

Summary of substantial holding

Class of quoted voting products: Ordinary shares in Black Pearl Group Limited

Summary for Timothy Crown

For this disclosure,—

(a) total number held in class: 7,945,503

(b) total in class: 96,951,417

(c) total percentage held in class: 8.195%

For last disclosure,—

(a) total number held in class: 7,324,941

(b) total in class: 44,970,165

(c) total percentage held in class: 16.288%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure:

On 19 October 2023, Ohana Farm, LLC was issued 166,281 ordinary shares via Black Pearl

Group Limited’s placement for consideration of $0.51 per share.

On 19 October 2023, Crown BP Holdings, LLC was issued 166,281 ordinary shares via

Black Pearl Group Limited’s placement for consideration of $0.51 per share.


2

On 4 December 2023, Timothy Crown was issued 144,000 ordinary shares upon conversion

of Restricted Shares allocated to Timothy Crown under the terms of his director

appointment letter.

On 2 December 2024, Timothy Crown was issued 144,000 ordinary shares upon the

conversion of Restricted Shares allocated to Timothy Crown under the terms of his director

appointment letter.

On 12 March 2026, Crown BP Holdings, LLC transferred 2,104,198 ordinary shares to

Timothy Crown via an off-market transfer for nil consideration.

Details after relevant event

Details for Timothy Crown

Nature of relevant interest(s): Power to control voting rights and power of disposition.

For that relevant interest,—

(a) number held in class: 5,000,000

(b) percentage held in class: 5.157%

(c) current registered holder(s): New Zealand Central Securities Depository

Limited as nominee for Crown BP Holdings, LLC

(d) registered holder(s) once transfers are registered: N/A

Details for Timothy Crown

Nature of relevant interest(s): Beneficial owner / control of voting rights

For that relevant interest,—

(a) number held in class: 553,305

(b) percentage held in class: 0.571%

(c) current registered holder(s): Ohana Farm, LLC

(d) registered holder(s) once transfers are registered: N/A

(d) registered holder(s) once transfers are registered: N/A

Details for Timothy Crown

Nature of relevant interest(s): Legal and beneficial owner

For that relevant interest,—

(a) number held in class: 2,392,198

(b) percentage held in class: 2.467%


3

(c) current registered holder(s): New Zealand Central Securities Depository

Limited

(d) registered holder(s) once transfers are registered: N/A

Additional information

Address(es) of substantial product holder(s): 1305 W Auto Drive, Tempe, Arizona,

85284, USA

Contact details: C/o Timothy Crown, 001 (602) 396 5220, tim@azcrown.com

Name of any other person believed to have given, or believed to be required to give, a

disclosure under the Financial Markets Conduct Act 2013 in relation to the financial

products to which this disclosure relates: N/A

Nature of connection between substantial product holders: Timothy Crown has the

power to control the exercise of a right to vote attached to, and the power to control the

disposal of, the voting products of Crown BP Holdings, LLC. Crown BP Holdings, LLC is

owned by the Heidi J. Crown 2012 Irrevocable Trust. Timothy Crown is the settlor and

trustee of the Heidi J. Crown 2012 Irrevocable Trust. Timothy Crown has the power to

exercise or control the exercise of the rights attached to 20% or more of the voting

products of Ohana Farms, LLC as he is an indirect shareholder of Ohana Farm, LLC.

Disclosure has effect for purposes of directors’ and senior managers’ disclosure

Timothy Crown is also a director of Black Pearl Group Limited. This disclosure also

constitutes disclosure for the purposes of the directors’ and senior managers’ disclosure

obligations.

Certification

I, Timothy Crown, certify that, to the best of my knowledge and belief, the information

contained in this disclosure is correct and that I am duly authorised to make this disclosure

by all persons for whom it is made.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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