Retail Offer to raise up to £1.0 million

EARNZ plc (AIM:EARN), an energy services company whose objective is to capitalise on the drive for global decarbonisation, is pleased to announce a retail offer via the BookBuild platform (the "Retail Offer") of new Ordinary Shares of 4 pence each in the capital of the Company (the "Ordinary Shares") to raise gross proceeds of up to £1.0 million. Pursuant to the Retail Offer, up to 25,000,000 new Ordinary Shares (the “Retail Offer Shares”) will be made available at an issue price of 4 pence per Retail Offer Share, being the same price per share as the Placing (the "Placing Price").

In addition to the Retail Offer, the Company has also conducted a Placing of New Ordinary Shares at the Placing Price. A separate announcement was made on 30 September 2026 at 6:06 p.m. (the "Placing Announcement") regarding the Placing and its terms which also sets out the reasons for the Fundraising and the use of Fundraising proceeds. The Retail Offer is not part of the Placing and completion of the Placing is not conditional on the completion of the Retail Offer. If the Placing is terminated prior to Admission (as defined below), the Retail Offer shall also lapse.

The Fundraising is being undertaken in connection with the proposed acquisition by the Company of Gem New Co Limited (the "Proposed Acquisition"), which is conditional upon the approval of Shareholders at the General Meeting. Further details of the Proposed Acquisition, the Placing, the Revolving Credit Facility and the Fundraising as a whole are set out in the Placing Announcement and will be set out in the Circular. This announcement should be read in conjunction with the Placing Announcement.

The Placing Price represents a discount of approximately 15.8 per cent. to the Closing Price of 4.75 pence per Ordinary Share on 29 September 2026, being the latest practicable date prior to the publication of the Placing Announcement.

The Retail Offer is wholly conditional upon, inter alia, (i) completion of the Placing; (ii) completion of the Proposed Acquisition; (iii) the Relevant Resolutions, which are required to implement the Fundraising, being duly passed by Shareholders at the General Meeting; and (iv) Admission of the New Ordinary Shares to trading on AIM (“Admission”). Completion of the Placing is itself conditional upon, inter alia, the Revolving Credit Facility agreement having been entered into on or prior to Admission and remaining in full force and effect. The Placing is not, however, conditional upon drawdown of the Revolving Credit Facility. Accordingly, if any of those conditions is not satisfied (or, where capable of waiver, waived), the Retail Offer will not complete and no Retail Offer Shares will be issued. Subject to the passing of the Relevant Resolutions, application will be made to the London Stock Exchange for Admission. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 20 October 2026.

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

Expected Timetable in relation to the Retail Offer

2026

Retail Offer

The Company values its retail shareholder base, and, 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/41D497/authorised-intermediaries

The Retail Offer is only open to the existing retail shareholders of the Company who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).

The Retail Offer will be open to eligible investors in the United Kingdom at 7:00 a.m. on 1 October 2026. The Retail Offer is expected to close at 4:30 p.m. on 5 October 2026. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed. Neither the Placing nor the Retail Offer is being underwritten.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

There is a minimum subscription of £100.00 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/41D497/authorised-intermediaries

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

The Company's LEI is 213800YWMHGTNXCWZC33.

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