Earnz Plc Regulatory News (EARN)

For immediate release

11 September 2025

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

EARNZ plc

("EARNZ" or the "Company")

Successful £1 million Placing

EARNZ (AIM: EARN), an energy services company whose objective is to capitalise on the drive for global decarbonisation, by building a strong portfolio of energy services businesses, is pleased to announce that it has raised gross proceeds of £1 million (before expenses) through a successful placing (the "Placing") of an aggregate of 13,888,888 new ordinary shares in the Company ("New Ordinary Shares"), (the "Fundraise") at a price of 7.2 pence per New Ordinary Share (the "Issue Price").

The proceeds from the Placing will be used to fund working capital to extend EARNZ' reach across the UK. To facilitate this EARNZ is setting up teams in the Midlands and Yorkshire to capitalise on significant opportunities in these regions. Part of the proceeds from the placing will fund the working capital of these new entities.

The Issue Price represents a premium of approximately 44 per cent. to the Closing Price of 0.05 pence per Ordinary Share on 10 September 2025, being the latest practicable business day prior to the publication of this Announcement. The New Ordinary Shares issued pursuant to the Fundraise will represent approximately 10 per cent. of the enlarged share capital of the Company.

Directors' participation in the Placing

Certain Directors and their family members have subscribed for a total of 1,388,889 Placing Shares equivalent to £100,000 at the Placing Price as detailed below.

Bob Holt OBE, Chair of EARNZ Plc, commented:

"We are delighted to see another great financial commitment from our major shareholders. The funds raised are to complete the setting up of two trading subsidiaries one in the Midlands and one in Yorkshire. The uncertainty around ECO4 funding from the energy sector has created opportunities to invest in management teams who enjoyed success previously. We are excited at the prospect these teams bring into the Group."

Further details on the Placing

Zeus Capital Limited ("Zeus") acted as nominated advisor and sole broker in connection with the Placing and to Earnz plc.

The Placing comprises the issue of 13,888,888 New Ordinary Shares (the "Placing Shares") at the Issue Price to raise £1million before expenses for the Company.

The Placing is conditional upon the Placing Agreement between the Company and Zeus Capital Limited ("Zeus") not having been terminated in accordance with its terms. The Placing is being carried out pursuant to the Company's existing shareholder authorities. For the avoidance of doubt, no shareholders' approval is being sought in respect of the Placing and the Placing is not conditional on the completion of the Acquisition.

The Company and Zeus have entered into a placing agreement (the "Placing Agreement"). Pursuant to the terms of the Placing Agreement, Zeus, as agents for the Company, have conditionally agreed to use reasonable endeavours to procure subscribers for the Placing Shares. Zeus has conditionally placed the Placing Shares with certain institutional and other investors at the Issue Price.

Directors' participation in the Placing

Adult members of the family of Bob Holt, Chairman of the Company, have subscribed for 972,222 Placing Shares at the Placing Price.

Elizabeth Lake, CFO of EARNZ, has subscribed for a total of 416,667 Placing Shares at the Placing Price. Following this transaction, Elizabeth Lake will hold a total of 3,430,556 Ordinary Shares representing 2.56% of the Company's enlarged share capital.

Admission, settlement and dealings

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares will commence, at 8.00 a.m. on 17 September 2025.

The Placing Shares will, on Admission, rank pari passu in all respects with the Existing Shares and will rank in full for all dividends and other distributions declared, made or paid on the Placing Shares after First Admission. Definitive share certificates in respect of the Placing Shares will be despatched within 10 business days of Admission.

Total Voting Rights

Following Admission, the total issued capital of the Company will consist of 133,908,362 Ordinary Shares with voting rights.

The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company following Admission will be 133,908,362 and this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

​Enquiries:

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM