Result of Placing

EARNZ plc (AIM: EARN), an AIM Rule 15 cash shell which is seeking acquisitions in the energy services sector, is pleased to announce that it has conditionally raised gross proceeds of approximately £2.05 million pursuant to a placing, conducted via the accelerated bookbuild process announced yesterday (the "Placing").

Conditionally, in aggregate, 27,351,450 new ordinary shares of 4p each in the Company ("Ordinary Shares") will therefore be issued pursuant to the Placing (the "Placing Shares") at an issue price of 7.5 pence per share (the "Placing Price"). The Placing comprises both an EIS and VCT Placing (raising gross proceeds of approximately £1.56 million) and and a Non-EIS and VCT Placing (raising gross proceeds of approximately £0.49 million).

Shore Capital Stockbrokers Limited ("SCS") and Zeus Capital Limited ("Zeus") acted as joint brokers and bookrunners in connection with the Placing.

Directors' participation in the Placing

Certain of the Directors have subscribed for Placing Shares in the Placing, which, in aggregate, amount to 879,999 Placing Shares at the Placing Price, as set out below:

1 Bob Holt's resultant holding on Second Admission includes Initial Consideration Shares and the Bob Holt Loan Conversion Shares

Related Party Transactions

As Directors, the aggregate participation of Bob Holt in the Proposals, and John Charlton, Elizabeth Lake, Linda Main and Sandra Skeete in the Non-EIS and VCT Placing of 879,999 Placing Shares is a related party transaction pursuant to AIM Rule 13. As there are no independent Directors for this transaction, the Company's nominated adviser, Shore Capital and Corporate Limited ("SCC"), considers that the terms of their participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Gresham House has agreed to subscribe for 18,731,826 Placing Shares. As at 8 August 2024, being the latest practicable date prior to the date of this announcement, so far as the Company is aware, Gresham House holds 6,287,982 Existing Ordinary Shares representing 10.00 per cent. of the Existing Ordinary Share Capital. As such, Gresham House is a substantial shareholder of the Company and its participation in the Placing is a related party transaction pursuant to AIM Rule 13. The Directors consider, having consulted with the Company's nominated adviser, Shore Capital and Corporate, that the terms of Gresham House's participation in the Placing are fair and reasonable insofar as the Shareholders are concerned.

Concert Parties

The table below outlines the combined holding of the Existing Bob Holt Concert Party at Second Admission and immediately following the issue of the Additional Consideration Shares. Immediately following Second Admission, as set out in the table below, members of the Existing Bob Holt Concert Party will be interested in approximately 16.40 per cent. of the voting rights of the Company. Following the issue of the Additional Consideration Shares, the members of the Existing Bob Holt Concert Party will be interested, in aggregate, in approximately 33.59 per cent. of the voting rights of the Company (as set out in the table below assuming all Additional Consideration Shares are issued at 4p per share). Following the exercise in full of the LTIP awards to be granted to the Executive Directors (being Bob Holt, John Charlton and Elizabeth Lake) on Second Admission, the members of the Existing Bob Holt Concert Party will be interested, in aggregate, in approximately 36.75 per cent. of the voting rights of the Company (as set out in the table below assuming all Additional Consideration Shares are issued at 4p per share):

• Bob Holt's shareholding includes 0.09% of the Company's voting rights held by his wife Angela Burnett. The balance of Bob Holt's shares is held in his SSAS.
• John Charlton's shareholding includes 0.09% of the Company's voting rights held by his wife Catherine Charlton..
• This includes Bob Holt's shareholding.

Immediately following Second Admission, the SWHS Concert Party will be interested in approximately 4.49 per cent. of the voting rights of the Company (as set out in the table below). Following the issue of the Additional Consideration Shares, the SWHS Concert Party will be interested in approximately 8.57 per cent. of the voting rights of the Company (as set out in the table below assuming all Additional Consideration Shares are issued):

The above tables are based on the following assumptions:

• completion of: (i) each of the Acquisitions (resulting in the issue of the Initial Consideration Shares and the Bob Holt Loan Conversion Shares); and (ii) the Placing;
• the maximum number of Additional Consideration Shares capable of being issued under the terms of the SPAs (as additional consideration depending on the performance of the Acquisitions after Second Admission) are allotted and issued to the relevant Sellers;
• the members of the Bob Holt Concert Party exercise all New Options to which they are entitled in full at the earliest available opportunity (being 29 August 2027); and
• there is no other issue of Ordinary Shares, or exercise of other New Options.

Posting of Admission Document and General Meeting

The issue of the Placing Shares is conditional upon, inter alia, the passing of the Resolutions to be proposed at the General Meeting.

An Admission Document will be posted later today containing a notice convening the General Meeting to be held at the offices of Shore Capital, Cassini House, 57 St James's Street, London SW1A 1LD at 10.00 a.m. on 27 August 2024 to consider the Resolutions.

The Board recommends that Shareholders vote in favour of the Resolutions to be proposed and voted upon at the General Meeting, as they intend to do so in respect of their aggregate beneficial shareholdings representing approximately 10.49 per cent. of the Existing Ordinary Share Capital.

Admission

Applications will be made for the Re-Admission of the Existing Ordinary Shares and for the Admission of the New Ordinary Shares to be admitted to trading on AIM. It is expected that First Admission will occur and that dealings will commence in the EIS and VCT Placing Shares at 8.00 a.m. on 28 August 2024 and that Re-Admission of the Existing Ordinary Shares and Second Admission will occur and that dealings will commence in the Non-EIS and VCT Placing Shares, the Initial Consideration Shares, the Bob Holt Loan Conversion Shares and the Existing Ordinary Shares at 8.00 a.m. on 29 August 2024.

Information to Distributors

UK product governance

EEA product governance

PLACING AND ADMISSION STATISTICS