Retail Offer of up to £0.5 million

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.

Expected Timetable Of Principal Events

2026 2

Each of the times and dates set out in the above timetable and mentioned in this announcement are subject to change by the Company, in which event details of the new times and dates will be notified by an announcement through a Regulatory Information Service, as the case may be.

Dealing Codes

Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/EQR9R1/authorised-intermediaries

The Retail Offer will be open to eligible investors in the United Kingdom at 7:00am on 12/03/2026. The Retail Offer is expected to close at 5:00pm on 13/03/2026. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

The Retail Offer the subject of this announcement is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares1: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be an existing shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.

The Retail Offer is offered in the United Kingdom under an exemption from the prohibition of public offers specified in Part 1 of Schedule 1 of the Public Offers and Admissions to Trading Regulations.

There is a minimum subscription of £100 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/EQR9R1/authorised-intermediaries

The Company's LEI is 213800YWMHGTNXCWZC33.

UK Product Governance Requirements

EU Product Governance Requirements