Entitlement Offer

The Entitlement Offer is a pro rata accelerated non-renounceable entitlement offer of 1 New Share for every 7.70 Existing Shares held by an Eligible  Shareholder at 5:00pm (NZST) on the Record Date (being Wednesday, 13 August 2025). 

This Offer is a pro-rata offer. If you take up all of your Entitlement your percentage holding in Blackpearl Group will not reduce as a result of the Entitlement Offer. However, your percentage shareholding will reduce following the Placement being undertaken at the same time as this Entitlement Offer.  

If you wish to retain your percentage shareholding, you will need to take up all of your Entitlement and subscribe for and receive New Shares in the oversubscription facility equal to approximately 88.0% of your Entitlement. 

Entitlements cannot be traded or sold on the NZX Market, nor can they be traded privately. There will be no shortfall bookbuild of New Shares not taken up by Eligible Shareholders. Eligible Shareholders will receive no value for Entitlements that they do not take up.

Fractional entitlements will be rounded down to the nearest New Share.

Blackpearl Group intends to use the net proceeds raised from the Offer to fund the acquisition of B2B Rocket Inc. and invest in business growth, particularly the development of its newly launched product, Bebop. 

If you are an Eligible Retail Shareholder, you may:

• take up all of your Entitlement;
• take up all of your Entitlement and apply for additional New Shares in the Oversubscription Facility;
• take up some of your Entitlement; or
• do nothing

If you are an Eligible Shareholder and you do not take up all of your Entitlement or do nothing, your current shareholding will be diluted as a result of the issue of New Shares under the Offer. Eligible Retail Shareholders will not receive any consideration in respect of their lapsed Entitlement. As discussed above, to maintain your percentage holding (given the Placement) you will need to take up your full Entitlement and apply for (and receive) approximately 88.0% of your Entitlement in New Shares from the Oversubscription Facility. 

An Eligible Retail Shareholder’s Entitlement to participate in the Retail Offer will be set out in the online application form, Applications for New Shares can be made via an online application here. Alternatively, if you are not in a position to apply online, you may contact MUFG to discuss alternative options (please refer to Contact page). 

Any person outside New Zealand who takes up an Entitlement in the Retail Offer through a New Zealand resident nominee, and their nominee, will be deemed to have represented and warranted to Blackpearl Group and the Lead Manager that the Offer can be lawfully made to that nominee pursuant to this Offer Document and its underlying beneficial owner. None of Blackpearl Group, the Lead Manager or MUFG or any of their respective directors, officers, employees, agents, or advisers accept any liability or responsibility to determine whether a person is eligible to participate in the Retail Offer.

The New Shares will be the same class as, and will rank equally with, Existing Shares.

NZD$0.95 per New Share.

The maximum amount that may be raised under the Entitlement Offer is approximately NZD$8.0 million (before Entitlement Offer expenses).  

The maximum amount that may be raised under the Entitlement Offer and Placement is approximately NZD$15.0 million.

64,722,312 Existing Shares

The maximum number of New Shares that are being offered under the Entitlement Offer is 8,405,495 New Shares (subject to the application of rounding on the Record Date). 

The maximum number of New Shares that are being offered under the Placement is 7,396,916 New Shares.

This Offer is not underwritten.