Business

Retail Offer of up to £0.5 million

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF EARNZ PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF EARNZ PLC.

Capitalised terms used but not otherwise defined in this announcement shall have the meanings ascribed to such terms in the Placing Announcement (as defined below), unless the context requires otherwise.

EARNZ plc (AIM: EARNZ), an energy services company whose objective is to capitalise on the drive for global decarbonisation, announces a retail offer via BookBuild of up to 10,000,000 Ordinary shares of 4 pence each in the capital of the Company at a price of 5.0 pence per Ordinary Share (the "Placing Price") to raise gross proceeds (before expenses) of up to £0.50 million.

In addition to the Retail Offer, the Company is also conducting a Placing of New Ordinary Shares at the Placing Price. A separate announcement has been made on 11 March 2026 at 4:41p.m. (the "Placing Announcement") regarding the Placing and its terms which also sets out the reasons for the Fundraising and the use of proceeds of the Fundraising. The Retail Offer is not part of the Placing and the Placing is not conditional upon any minimum amount being raised under the Retail Offer. If the Placing is terminated prior to admission, the Retail Offer shall also lapse.

The Placing Price represents a discount of approximately 4.76 per cent. to the Closing Price of 5.25 pence per Ordinary Share on 10 March 2026, being the latest practicable date prior to the publication of this announcement.

The Retail Offer is wholly conditional upon, inter alia, the Resolutions, which are required to implement the Fundraising, being duly passed by Shareholders at the General Meeting and Admission of the New Ordinary Shares to trading on AIM. Subject to the passing of the Resolutions, application will be made to the London Stock Exchange for admission of the New Ordinary Shares. It is expected that admission of the New Ordinary Shares will become effective and that dealings in the New Ordinary Shares will commence on or around 31 March 2026.

EARNZ proposes to use the net proceeds of the Retail Offer to provide additional working capital for the Enlarged Group.

Latest time and date for receipt of completed Forms of Proxy and CREST voting instructions

Admission and commencement of dealings in the New Ordinary Shares on AIM