Capital Change Notice

Capital Change Notice

Updated as at February 2025



Section 1: Issuer information
Name of issuer Blackpearl 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 10,797,189 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

16.68%
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 and Institutional Offer
announced on 12 August 2025 to partly
fund acquisition of B2B Rocket, Inc. and
for growth capital. Authorised for issue by
resolution of the BPG Board of Directors
dated 12 August 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.
75,519,501 ordinary shares
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 4.3.1(a) (389,060 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 4.4.1(a) (3,011,213 ordinary
shares)
Listing Rule 4.5.1 (7,396,916 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
19/08/2025
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 existing eligible institutional
shareholders and new investors to
participate in the Placement, together with
other institutional investors in New
Zealand, Australia, Hong Kong and
Singapore.

BPG’s objectives for allocations under the
Placement were primarily to:

•
treat existing eligible institutional
shareholders fairly, taking into
account their pro-rata allocation
across the Placement and the
Institutional Offer.
•
use best efforts to allocate to eligible
institutional shareholders a minimum
of their pro-rata equivalent of the
Placement or any lower amount bid
for.
•
following allocations to eligible
institutional shareholders in
accordance with the above, allocate
taking into consideration the potential
for new investors to be long term and
supportive shareholders and level of
support for the offer (including size
and timeliness of demand), with a
key objective for BPG of this Offer
being to broaden its share register
and facilitate the introduction of new
institutional shareholders.
•
Offer eligible retail investors an
oversubscription facility in the retail
offer to give them an opportunity to
maintain their proportionate

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

shareholding following the
Placement.

Final allocation decisions were made by
BPG together with Craigs Investment
Partners Limited in their capacity as Lead
Manager of the offer.
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@blackpearlmail.com

Date of release through MAP

19/08/2025